UNITED STATES
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): February 14, 2006
United Mortgage Trust
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
333-128149 75-6493585
(Commission File Number) (I.R.S. Employer Identification Number)
5740 Prospect Avenue, Suite 1000
Dallas, TX 75206
(Address of Principal Executive Office) (Zip Code)
(214) 237-9305
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name and Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
Simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[x] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR 240.13e-4(c))
ITEM 8.01 Subsequent Event
On February 14, 2006, United Mortgage Trust sent a letter to its shareholders
and to certain broker-dealers reporting on the progress of its merger with
UMT Holdings, L.P.
Additional information of the registrant is attached as Exhibit 99.1 to
this report and is incorporated herein by reference. The registrant
undertakes no obligation to update this information, including any forward-
looking statements, to reflect subsequently occurring events or
circumstances.
The information in this report shall not deemed to be 'filed' for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the 'Exchange Act'), or otherwise subject to the liability of that section,
and shall not be incorporated by reference into any registration statement or
other document filed under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is included with this Report:
99.1. United Mortgage Trust Shareholder Letter dated February 14, 2006.
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
February 14, 2006 /S/Christine A. Griffin
Christine A. Griffin
President
Exhibit 99.1
February 14, 2006
Dear Shareholder:
Since last September - when United Mortgage Trust and UMT Holdings, L.P.
announced plans to merge - we have been diligently working to ensure that the
merger will result in genuine benefits for you. As we continue to move
forward, we wanted to give you an update of where we stand today.
We're pleased to report that the merger process is moving forward.
Presently, we are making the required filings with federal and state
regulatory agencies.
A major milestone to completing the merger involves filings with the
Securities and Exchange Commission (the 'SEC'). These filings include a
registration statement on Form S-4 filed with the SEC by UMT Holdings about
the proposed merger. This registration statement includes a proxy
statement/prospectus that contains information about an upcoming special
meeting of United Mortgage Trust shareholders, at which you will be asked to
vote to approve the proposed merger and the merger agreement.
As is typical in transactions of this type, the SEC is reviewing UMT
Holdings' registration statement and the proxy statement/prospectus. The
time required to complete the merger process depends to a great extent on the
SEC's review of the registration statement and proxy statement/prospectus.
It is difficult to predict at this stage how long that review process will
take. Once the process is completed, UMT Holdings and United Mortgage Trust
will be able to finalize the proxy statement/prospectus. The final proxy
statement/prospectus will be printed and mailed to United Mortgage Trust
shareholders in advance of the special meeting to vote on the merger and
related amendments to the Declaration of Trust. We will set the date for the
meeting at the end of the SEC review process.
Please keep in mind that the Shareholder Repurchase Plan (SRP) will remain
suspended until the date that the merger is completed. If the merger is not
approved, our Trustees will determine when the SRP would recommence. We
apologize for any inconvenience to you as a result of the suspension of the
SRP.
We're looking forward to completing the merger process. In the meantime, you
will continue to receive your monthly dividends and periodic reports. If you
have questions or comments, we definitely want to hear them. Feel free to
contact me at (800) 955-7917 x 120.
Thank you for your continued support.
Sincerely,
Christine 'Cricket' Griffin
President
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On October 12, 2005 UMT Holdings filed with the Commission a registration
statement on Form S-4 concerning the proposed Merger that includes a proxy
statement/prospectus. United Mortgage Trust will send the proxy statement to
its shareholders to seek their approval of the proposed Merger.
WE URGE INVESTORS AND SECURITY HOLDERS OF UNITED MORTGAGE TRUST TO READ THE
PROXY STATEMENT/PROSPECTUS DESCRIBED ABOVE AND ANY OTHER DOCUMENTS FILED WITH
THE COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING BUSINESS
AND FINANCIAL INFORMATION ABOUT UNITED MORTGAGE TRUST AND UMT HOLDINGS.
The proxy statement/prospectus and other documents filed with the Commission
may be obtained free of charge at the website maintained by the Securities
and Exchange Commission at www.sec.gov. The proxy statement/prospectus and
other documents filed with the Commission may also be obtained free of charge
by requesting them in writing or by telephone from UMT Holdings, Investor
Services, Lauren Myers, 1702 N. Collins Boulevard, Suite 100, Richardson,
Texas 75080, (972) 370-9039, or, with respect to the proxy statement, from
United Mortgage Trust, Investor Relations, 5740 Prospect Avenue, Suite 1000,
Dallas, Texas 75206, (214) 237-9305. If you have any questions about the
Merger, please contact United Mortgage Trust's Information Agent, Morrow &
Co., Inc., 39 South LaSalle Street, Suite 909, Chicago, Illinois 60603,
(312) 236-8600.
United Mortgage Trust and its executive officers and directors may be deemed
to be participants under the rules of the Commission in the solicitation of
proxies from shareholders of United Mortgage Trust. A list of the names of
those directors and executive officers and descriptions of their interests in
United Mortgage Trust is contained in the proxy statement/prospectus filed by
United Mortgage Trust with the Commission. Shareholders may obtain additional
information about the interest of the directors and executive officers in the
proposed transaction by reading the proxy statement/prospectus.
Cautionary Statement Regarding Forward-Looking Statements:
This letter includes certain statements that are not statements of historical
fact and that may constitute '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. These forward-looking
statements are based upon the beliefs of management of United Mortgage Trust
and assumptions made by and information currently available to United
Mortgage Trust. Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events, or performance, as well
as underlying assumptions and statements that are other than statements of
historical fact, including statements regarding the ability of United
Mortgage Trust to consummate the proposed merger and the expected benefits of
the proposed merger. When used in this document, the words 'expects,'
'anticipates,' 'estimates,' 'plans,' 'intends,' 'projects,' 'predicts,'
'believes,' 'may' or 'should,' and similar expressions, are intend ed to
identify forward-looking statements.
Forward-looking statements reflect the current view of United Mortgage
Trust's management with respect to future events. Many factors could cause
the actual results, performance or achievements of United Mortgage Trust or
the combined company to be materially different from any future results,
performance, or achievements that may be expressed or implied by such
forward-looking statements, including, but not limited to, whether the
proposed transaction will prove to be successful. Such factors include risks
and uncertainties specific to the proposed merger, including not limited to
adverse effects on United Mortgage Trust's operating results because of
failure to complete the transaction (due to failure to obtain stockholder or
regulatory approvals or to satisfy all of the other conditions to the
transaction), failure by the parties to successfully integrate their
respective businesses, processes and systems in a timely and cost-effective
manner, delay in obtaining effectiveness of the registration statement,
transaction costs, unknown liabilities, general economic and business
conditions and other economic, business, competitive and/or regulatory
factors affecting the proposed merger.
Investors are cautioned that all forward-looking statements involve those
risks and uncertainties detailed in United Mortgage Trust's filings with the
Securities and Exchange Commission, including United Mortgage Trust's Annual
Report on Form 10-K for the fiscal year ended December 31, 2004 . Forward-
looking statements speak only as of the date they are made and United
Mortgage Trust does not undertake any duty or obligation to update any
forward-looking statements in light of new information or future events.
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