SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period from August 10, 2000 to Commission file number 0-7589
December 31, 2000
USP REAL ESTATE INVESTMENT TRUST
LIQUIDATING TRUST*
(Exact name of registrant as specified in its charter)
Iowa 42-6603880
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4333 Edgewood Road N.E., Cedar Rapids, IA 52499
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (319) 398-8975
* USP Real Estate Investment Trust Liquidating Trust is
the transferee of the remaining funds of USP Real Estate
Investment Trust and files reports under USP Real Estate
Investment Trust's Commission file number. USP Real Estate
Investment Trust filed a Form 15 on August 14, 2000
indicating its' Notice of Termination of Registration and
filing requirements.
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No
Not applicable. Reference is made to the Form 15 filed August 14, 2000.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ] Not applicable.
The aggregate market value of the voting shares of the
registrant held by non-affiliates. Not applicable.
The number of shares of beneficial interest of the registrant
outstanding at March 30, 2001 was 3,880,000.
DOCUMENTS INCORPORATED BY REFERENCE
None.
USP REAL ESTATE INVESTMENT TRUST LIQUIDATING TRUST
INDEX
Page
Balance Sheet for the period ending December 31, 2000 1
Statement of Earnings, for the period from August 10, 2000 2
to December 31, 2000
Statement of Cash Flows, for the period from August 10, 2000
to December 31, 2000 3
Statement of Beneficiaries' Accounts, for the period from
August 10, 2000 to December 31, 2000 4
Notes to Financial Statements 5
ITEMS NOT INCLUDED:
All other items pursuant to Form 10-K have been omitted as the required
information is inapplicable or the information is presented in the financial
statements or related notes.
Item 8. Financial Statements and Supplementary Data
USP REAL ESTATE INVESTMENT TRUST LIQUIDATING TRUST
Balance Sheet
December 31, 2000
(unaudited)
Assets
Cash and cash equivalents $ 320,067
$ 320,067
Liabilities and Beneficiaries' Accounts
Liabilities
Accounts payable $ 45,000
45,000
Beneficiaries' Accounts
Beneficial interest (3,880,000 shares) 275,067
275,067
$ 320,067
See the accompanying notes to financial statements.
USP REAL ESTATE INVESTMENT TRUST LIQUIDATING TRUST
Statement of Earnings
For the period from August 10, 2000 to December 31, 2000
(unaudited)
Revenue
Interest $ 569
569
Expenses
---
Net earnings $ 569
Basic and diluted net earnings per beneficial
interest $ .00
See the accompanying notes to financial statements.
USP REAL ESTATE INVESTMENT TRUST LIQUIDATING TRUST
Statement of Cash Flows
For the period from August 10, 2000 to December 31, 2000
(unaudited)
Cash flows from operating activities:
Interest received $ 569
Net cash provided by operating activities 569
Cash flows from investing activities:
Funds transferred from USP Real Estate Investment Trust 319,498
Net cash provided by investing activities 319,498
Net increase (decrease) in cash and cash equivalents 320,067
Cash and cash equivalents at beginning of year ---
Cash and cash equivalents at end of year $ 320,067
Reconciliation of net earnings to net cash
provided by operating activities:
Net earnings $ 569
Earnings from operations 569
Net cash provided by operating activities $ 569
See the accompanying notes to financial statements.
USP REAL ESTATE INVESTMENT TRUST LIQUIDATING TRUST
Statement of Beneficiaries' Accounts
For the period from August 10, 2000 to December 31, 2000
(unaudited)
Shares of Total
Beneficial Beneficiaries'
Interest Amount
Balance at August 10, 2000,
(represented by the August 10, 2000 transfer
of funds, net of related liabilities, from
USP Real Estate Investment Trust) 3,880,000 $ 274,498
Net earnings --- 569
Balance at December 31, 2000 3,880,000 $ 275,067
See the accompanying notes to financial statements.
USP REAL ESTATE INVESTMENT TRUST LIQUIDATING TRUST
Notes to Financial Statements
For the period from August 10, 2000 to December 31, 2000
Unaudited
1. General
In connection with the liquidation and termination of USP
Real Estate Investment Trust (the "Trust"), the Trustees of USP
Real Estate Investment Trust formed a liquidating trust, USP Real
Estate Investment Trust Liquidating Trust (the "Liquidating
Trust") on August 10, 2000, into which all of the Trust's
remaining funds of $319,498, subject to liabilities of $45,000,
were transferred on December 22, 2000. Such transferred amount
represented the maximum estimated potential obligation (including
administrative costs) of the Liquidating Trust.
The Trustees of the Liquidating Trust are individuals who
were Trustees of the Trust. Each shareholder of the Trust is
deemed to be the beneficial owner, in the same comparable
percentage ownership, of the Liquidating Trust. It was
anticipated that the Liquidating Trust would permit the
realization of substantial cost savings in administrative and
other expenses until the remaining funds were distributed to the
beneficiaries of the Liquidating Trust. The Liquidating Trust
expects to pay out the remaining cash to the beneficiaries one
year from the establishment of the Liquidating Trust.
The purpose of the Liquidating Trust was to hold the
remaining cash assets of the Trust and payout any liabilities of
the Trust or the Liquidating Trust.
2. Transactions with Affiliates
On August 10, 2000, the Liquidating Trust contracted with
AEGON USA Realty Advisors, Inc. (AEGON Advisors) to provide
administrative services for an annual fee of $15,000. The
administrative agreement is for a one-year term, automatically
renewed annually and cancelable upon a 30-day written notice from
either party.
3. The net earnings per share of beneficial interest are based
on the number of interests outstanding in the Liquidating Trust
(3,880,000).
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.
USP REAL ESTATE INVESTMENT TRUST LIQUIDATING TRUST
/s/ Richard M. Osborne /s/ Samuel L. Kaplan
Richard M. Osborne Samuel L. Kaplan
Liquidating Trustee Liquidating Trustee
March 30, 2001