SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of Earliest Event Reported): October 20, 2003
UNITED MORTGAGE TRUST
Exact Name of Registrant as Specified in its
Governing Instruments)
(a Maryland trust) Commission File Number 333-10109
(IRS Employer Identification Number 75-6496585)
5740 Prospect Avenue
Suite 1000
Dallas, Texas 75206
(address of principal executive offices)
Registrant's telephone number, including area code: (214) 237-9305
Item 5. Other Events
On November 4, 2003, United Mortgage Trust (the "Company") issued a
press release announcing that it had received a merger proposal from UMT
Holdings, L.P., an entity organized by persons that include officers and
owners of the Company and its advisor. Under the proposal, each holder of
shares of beneficial interest in the Company at the time of the closing of
the merger would receive a 10-year senior subordinated note having an
original principal amount of $21 for each share owned by such holder and an
annual interest rate of 9.5%, which interest shall be payable monthly. The
press release is filed as an exhibit hereto.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
Number Document
99.1 Press Release dated November 4, 2003
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.
UNITED MORTGAGE TRUST
November 4, 2003 /S/Christine A. Griffin
Christine A. Griffin
President
<Page>
99.1 Press Release dated November 4, 2003
UNITED MORTGAGE TRUST ANNOUNCES RECEIPT OF
MERGER PROPOSAL
DALLAS, TEXAS, November 4, 2003. United Mortgage Trust, a Maryland
real estate investment trust based in Dallas, Texas (the "Company"),
announced today that it had received a merger proposal from an entity
organized by persons that include officers and owners of the Company and
its advisor. The proposal by UMT Holdings, LP, a Delaware limited
partnership and real estate finance company based in Dallas, Texas
("UMTH"), provides that the Company would be merged into UMTH. As
currently proposed, each holder of shares of beneficial interest in the
Company at the time of the closing of the merger would receive a 10-year
senior subordinated note having an original principal amount of $21 for
each share owned by such holder and an annual interest rate of 9.5%,
which interest shall be payable monthly. The proposal contains other
terms and may be amended or modified at any time.
UMTH is owned by, among others, shareholders and officers of both
the Company and UMT Advisers, Inc., a Texas corporation that has acted as
the advisor to the Company since 2001.
In response to the proposal, the Board of Trustees has formed a
special committee comprised of Richard D. O'Connor, Jr., Paul R. Guernsey
and Douglas R. Evans, each an independent and disinterested trustee. The
special committee has retained Haynes and Boone, LLP as its legal counsel
and intends to engage a financial advisor to assist it in evaluating the
proposal. The special committee has been charged with negotiating the
final terms of any transaction with UMTH on behalf of the Company,
evaluating the fairness of the terms to the Company's shareholders who
are not affiliated with UMTH, and making a recommendation to the full
Board of Trustees with respect to the transaction. In addition, the
special committee may entertain other unsolicited inquiries from any
other parties interested in the possible acquisition of the Company's
outstanding shares of beneficial interest and, as appropriate, provide
information, enter into discussions and negotiate with such parties in
connection with any such inquiries.
UMTH's proposal is contingent upon, among other things, (i) the
negotiation, execution and delivery of a definitive agreement, (ii)
approval of the transaction by the special committee, the Company's full
Board of Trustees and the Company's shareholders, (iii) the special
committee's receipt of a fairness opinion from its financial advisor,
(iv) the effectiveness of a registration statement with the Securities
and Exchange Commission to permit the submission of the merger to a vote
of the Company's shareholders and to register the notes, (v) applicable
regulatory approvals, (vi) obtaining any necessary third-party consents
or waivers, and (vii) certain other conditions including UMTH's
satisfaction with the results of its due diligence investigation and the
amendment of the Company's Declaration of Trust to permit the merger.
There can be no assurance that a definitive merger agreement will
be executed and delivered, or that UMTH's proposed transaction will be
consummated. The proposed transaction may only be completed in accordance
with the applicable state and federal laws, including the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
This press release shall constitute neither an offer or solicitation of
an offer to buy any securities nor the solicitation of any proxy or vote
of any shareholder of the Company.
United Mortgage Trust was organized in 1996 to acquire mortgage
investments that are not insured or guaranteed by federally owned or
guaranteed mortgage agencies. The Company presently has approximately
2,800 beneficial shareholders to whom it pays monthly distributions at a
current rate of 9.2%. The Company's shares do not trade on any exchange
or other stock market.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995
This document contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the Securities Exchange Act of 1934, as amended. Such statements are
identified by the use of forward-looking terminology such as "may,"
"will," "would," "expect," "anticipate," "estimate," "continue," or other
similar words. Such statements involve risk and uncertainties, which may
cause actual results to differ materially and adversely from those
projected or suggested in any forward-looking statements as a result of a
wide variety of factors and conditions, including, but not limited to,
the contingencies discussed above, the ability of the special committee
and UMTH to agree on acceptable terms for the proposed transaction,
overall market conditions, regulatory approvals, risks factors affecting
the Company and other circumstances. We make reference to the Company's
filings with the Securities and Exchange Commission, including its annual
report on Form 10-KSB for the fiscal year ended December 31, 2002, for
information regarding those factors and conditions.
For further information, contact:
Cricket Griffin, President, United Mortgage Trust
5740 Prospect Avenue, Suite 1000, Dallas TX 75206
214-237-9305 x 120