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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) April 24, 2000
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United Investors Realty Trust
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(Exact Name of Registrant as Specified in its Charter)
Texas 001-13915 76-0265701
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
5847 San Felipe, Suite 850
Houston, TX 77057
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 781-2860
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N.A.
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. OTHER EVENTS
On May 5, 2000, United Investors Realty Trust (the "Company") issued the Press
Release attached as Exhibit 99.1 to this Current Report Form 8-K.
Item 7. Financial Statements, Proforma Financial Statements and Exhibits.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
99.1 Press Release, dated May 5, 2000
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
UNITED INVESTORS REALTY TRUST
Dated: May 12, 2000 By: /s/ R. Steven Hamner
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R. Steven Hamner
Vice President, Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release, dated May 5, 2000
United Investors Realty Trust Discloses Terminated Strategic Talks; Announces
Third Quarter Dividend
HOUSTON--(BUSINESS WIRE)--May 5, 2000--United Investors Realty Trust
(Nasdaq:UIRT)(PCX:UIR), a Houston-based real estate investment trust (REIT),
today disclosed that it has terminated discussions with an outside group of
investors that had expressed an interest in acquiring the company. The
investment group, which was not named, had indicated that it was prepared to
offer $6.50 per share for all of UIRT's outstanding common shares of beneficial
interest.
Robert W. Scharar, UIRT's chairman and chief executive officer, described the
discussions that had recently taken place, "Initially, the group was exploring
the possibility of making a significant, but non-controlling investment in UIRT.
We have spent several months reviewing our property values and our operations
with this group, and recently they agreed with our belief that the values were
greater than $6.50 per share. We were quite surprised, then, when they indicated
that if they would make an offer, it would be for all of the Company, and that
it would be at such a low level; therefore our Board of Trust Managers found it
appropriate to terminate our discussions."
Scharar went on to note that UIRT's Board does not believe that a sale of the
Company at a discounted value is in the best interests of its shareholders. "The
fact is that there are plenty of groups to whom we could sell out at a discount
to what we believe is fair value. Even at a price that may reflect a premium to
the current stock market valuation, we believe our shareholders are better
served by allowing us to capture the fair value of our real estate for them. The
goal of our Board is to deliver as much of that value as possible to all of our
shareholders."
Separately, Scharar noted that UIRT continues to make progress on its previously
disclosed capital recycling plans. "One of the properties we hope to sell is
expected to close within a couple of weeks. Also, we recently started
construction of our FishHawk Shopping Center in Tampa, and we have completed
most of the exterior work on our new McMinn Center. We also started development
of a 7,000 square foot building on our last parcel of land at the Market at
First Colony in Houston."
Scharar also pointed out that UIRT's bank lender continues to fund projects,
including the FishHawk development, while an amended credit agreement is
negotiated. "We are not in default of our agreement," said Scharar. "We have
asked the bank, and they have indicated a willingness to, modify the amount of
leverage we can have at any one time. Our leverage limit is based on our rental
revenues, which have declined as a result of our decisions to redevelop some of
our space and a couple of unexpected tenant bankruptcies. Absent these
conditions, which we believe are temporary, we would not need any adjustment to
the bank's leverage limit and presently, we do not anticipate the short-term
need for additional borrowings."
UIRT's previously announced share repurchase of up to 1,000,000 shares has been
delayed because of the strategic discussions with the investment group. Trust
Managers have reaffirmed the program and the Company expects to begin buying
shares in the open market and in privately negotiated transactions in the near
future. Scharar explained that share repurchases are expected to be an important
part of the Company's capital recycling program, and concluded, "With these
distractions now behind us, our Board is optimistic that our plans will continue
to succeed, and that we will be able to realize greater value for our
shareholders." UIRT's Board of Trust Managers also announced that the next
regular quarterly dividend of $0.215 per common share will be paid on July 21,
2000 to shareholders of record as of July 7.
About United Investors Realty Trust
United Investors Realty Trust is a Houston-based real estate investment trust
and owns 28 neighborhood and community shopping centers. These centers include
approximately 3,100,000 square feet of gross leaseable area of which grocery
store operators and third parties own approximately 737,000 square feet. Of the
Company's properties, 19 are located in Texas (including eight in Houston and
six in Dallas). The remaining properties are located in Arizona (three), Florida
(four), and Tennessee (two). The Company's common shares of beneficial interest
trade on the NASDAQ National Market System under the ticker symbol "UIRT," and
on the Pacific Stock Exchange under the symbol "UIR."
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding United Investors Realty Trust's
business which are not historical facts are "forward-looking statements" that
involve risks and uncertainties. Examples of such risks and uncertainties
include, but are not limited to, changes in interest rates, increased
competition for acquisition of new properties, unanticipated expenses and delays
in acquiring or developing properties, inability to obtain capital, failure to
complete pending property dispositions, inability to develop effective strategic
option, changes in occupancy rates and the financial strength of tenants in the
Company's centers, and regional, local, and national economic and business
conditions.
CONTACT: United Investors Realty Trust, Houston
R. Steven Hamner, 713/260-1443
