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 6, 1995 USP REAL ESTATE INVESTMENT TRUST (Exact name of registrant as specified in its charter) Iowa 0-7589 42-6149662 (State or other jurisdiction (Commission File (IRS Employer of incorporation) No.) Identification No.) 4333 Edgewood Road N.E., 52499 Cedar Rapids, Iowa (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (319) 398-8975 N/A (Former name or former address, if changed since last report) Exhibit Index on Page 4 Page 1 Item 5. Other Events. On February 1, 1995, USP Real Estate Investment Trust announced that it has begun exploring strategic alternatives to maximize shareholder value. Such alternatives may include a business combination or sale of the Trust's assets. The decision reflects the opinion of the Trust's board of trustees that the market price for the Trust's shares does not adequately reflect the value of the Trust. A press release reporting the announcement of February 1, 1995 is included herein as an exhibit to this report. Item 7. Financial Statements and Exhibits. (c) Exhibits (99) News release dated February 1, 1995. Page 2 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 /s/ Alan F. Fletcher Alan F. Fletcher Vice President and Treasurer (principal financial officer) /s/ Edward J. Kittleson Edward J. Kittleson Controller (principal accounting officer) Dated: February 6, 1995 Page 3 EXHIBIT INDEX Exhibit Item Title or Description Page 99 News Release dated February 1, 1995 5 Page 4 CONTACT: Alan F. Fletcher (319) 398-8849 Dennis Roland (319) 398-8616 FOR IMMEDIATE RELEASE CEDAR RAPIDS, IOWA--February 1, 1995--USP Real Estate Investment Trust announced today that it has begun exploring strategic alternatives to maximize shareholder value. Such alternatives may include a business combination or sale of the Trust's assets. The decision reflects the opinion of the Trust's board of trustees that the market price for the Trust's shares does not adequately reflect the value of the Trust. In other business, the Trust prepaid a mortgage loan on First Tuesday Mall, Carrollton, Georgia, using proceeds from the 1994 sale of Midway Business Park, Tucson, Arizona. The prepayment amount, including a 1% fee to the lender, was $1,147,526. The annual debt service on this mortgage was $229,068, including interest at 10%. USP Real Estate Investment Trust is headquartered in Cedar Rapids, Iowa and managed by AEGON USA Realty Advisors, Inc. Trust shares are traded over-the-counter by the symbol USPTS. Page 5