SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2000
USP REAL ESTATE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
Iowa 0-7589 42-6149662
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Organization)
4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499
(Address of principal executive office)
Registrant's telephone number, including area code: (319) 398-8975
Item 5. Other Events. On June 15, 2000 (the "Closing
Date"), pursuant to a Real Estate Sale and Purchase Contract (the
"Purchase Agreement") dated January 20, 2000, by and between USP
Real Estate Investment Trust, an Iowa common law business trust
(the "Trust"), and AEGON USA Realty Advisors, Inc., an Iowa
corporation and the Trust's advisor ("AEGON Advisors"), the Trust
sold all of its real property assets (the "Properties").
Following the closing of the sale of the Properties, the
assets of the Trust totaled approximately $27,000,000. This
amount, less the costs of operation and professional fees during
liquidation, and less any unforeseen liabilities asserted during
liquidation, remained available for distribution to shareholders
in liquidation on a pro rata basis. As of the Closing Date, the
Trust had 3,880,000 shares issued and outstanding. Following the
Closing Date, the Trust made an initial liquidating distribution
of $6.83 per share of beneficial interest.
In connection with the planned liquidation and termination
of the Trust, the Trustees caused the formation of a liquidating
trust referred to as the USP Real Estate Investment Trust
Liquidating Trust (the "Liquidating Trust") on August 10, 2000,
in which all of the Trust's remaining assets following the
initial distribution, subject to remaining liabilities, were
transferred. The Liquidating Trust was established to, among
other things, hold a contingency reserve of approximately
$400,000, which represents a reasonable estimate of the amount
needed to satisfy the liabilities, expenses and obligations of
the Trust not otherwise paid, provided for or discharged at or
immediately after the Closing Date. The initial trustees of the
Liquidating Trust are Samuel L. Kaplan and Richard M. Osborne,
two former trustees of the Trust.
Each shareholder of the Trust is, following the
establishment of the Liquidating Trust, deemed to be the
beneficial owner of a comparable share of the aggregate
beneficial interests in the Liquidating Trust. The beneficiaries
are deemed owners of the Liquidating Trust, and will be treated
for federal income tax purposes as owning undivided interests in
its assets. The beneficial interests in the Liquidating Trust
will not be represented by certificates and are not assignable or
transferable except by will, intestate succession or operation of
law. The Liquidating Trustees hold no beneficial interests in
the Liquidating Trust.
The Trust will be terminated upon filing of a notice of
termination with the County Recorder of Linn County, Iowa. It is
anticipated that the Liquidating Trust will permit the
realization of substantial cost savings in administrative and
other expenses until any residual liabilities of the Trust are
paid or otherwise determined to be extinguished, and any
remaining funds are distributed to the beneficial owners of the
Liquidating Trust. A final liquidating distribution is expected
to be made by the Liquidating Trust in approximately one year,
subject to early termination or extension under certain
circumstances. No assurances can be made, however, that
sufficient assets to fund such a distribution will remain
following satisfaction of the Trust's liabilities.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements. Not applicable.
(b) Pro forma Financial Information. Not applicable.
(c) Exhibits.
2.1 Liquidating Trust Agreement dated August 10,
2000, by and among Samuel L. Kaplan, Richard M. Osborne and
USP Real Estate Investment Trust, an Iowa common law
business trust.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
USP REAL ESTATE INVESTMENT TRUST
By: /s/ Alan F. Fletcher
Name: Alan F. Fletcher
Title: Vice President and Treasurer
(Principal Financial Officer)
Dated: August 14, 2000
