SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 (Section 240.13e-3) thereunder)
USP REAL ESTATE INVESTMENT TRUST
(Name of Issuer)
USP REAL ESTATE INVESTMENT TRUST
AEGON USA Realty Advisors, Inc.
(Name of Person(s) Filing Statement)
Shares of Beneficial Interest, $1.00 par value per share
(Title of Class of Securities)
903370-10-4
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(CUSIP Number of Class of Securities)
Alan F. Fletcher Maureen DeWald
USP Real Estate Investment Trust AEGON USA Realty Advisors, Inc.
4333 Edgewood Road N.E. 4333 Edgewood Road N.E.
Cedar Rapids, IA 52499-5556 Cedar Rapids, IA 52499-5555
(319) 398-8849 (319) 398-8818
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
with copies to:
Timothy S. Hearn, Esq.
Dorsey & Whitney LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, MN 55420
(612) 340-7802
Fax: (612) 340-8827
This statement is filed in connection with:
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in check box (a) are preliminary copies: [X]
CALCULATION OF FILING FEE
Transaction Valuation: $33,500,000* Amount of Filing Fee: $6,700
* For purposes of calculating fee only. This amount assumes a cash payment
of $33,500,000 to the registrant for the assets to be sold.
[X] Check box if any part of the fee is offset as provided in Rule 0-11 (a) (2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $6,700
Form or Registration No.: Schedule 14A
Filing Party: USP Real Estate Investment Trust
Date Filed: January 20, 2000
Cross Reference Sheet
(Pursuant to General Instruction F to Schedule 13e-3)
Introduction
This Rule 13E-3 Transaction Statement (the "Statement") is being filed in
connection with the proposed sale of assets (the "Asset Sale") by USP Real
Estate Investment Trust, an Iowa common law business trust (the "Issuer"), to
AEGON USA Realty Advisors, Inc., and Iowa corporation ("AEGON Advisors")
pursuant to the terms and conditions of Real Estate Sale and Purchase Agreement
dated January 20, 2000 (the "Purchase Agreement"), a copy of which is
referenced in Exhibit (c). Upon completion of the Asset Sale, the Trust
intends, subject to shareholder approval, to distribute the net proceeds of the
Asset Sale, plus any other cash held by the Trust, less any cash retained to
satisfy creditors, to its shareholders (the "Liquidation"), resulting in the
termination of the Trust.
The Cross Reference Sheet is being supplied pursuant to General Instruction
F to Schedule 13E-3 and shows the location in the Issuer's definitive proxy
statement (the "Proxy Statement"), concurrently being filed with the Securities
and Exchange Commission (the "SEC") in connection with the proposed Asset Sale
and Liquidation of information required to be included in response to items of
this Statement. A copy of the Proxy Statement is referenced in Exhibit (d).
The information in the Proxy Statement, including all exhibits thereto, is
hereby expressly incorporated herein by reference and the responses to each item
are qualified in their entirety by the provisions of the Proxy Statement. All
information in, or incorporated by reference in, the Proxy Statement or this
Statement concerning the Issuer or its advisors, or actions or events with
respect to any of them, was provided by the Issuer, and all information in, or
incorporated by reference in, the Proxy Statement or this Statement concerning
AEGON Advisors or its affiliates, or actions or events with respect to any of
them, was provided by AEGON Advisors. The Proxy Statement incorporated by
reference in this filing is in preliminary form and is subject to completion or
amendment. Capitalized terms used but not defined in this Statement shall have
the respective meanings given them in the Proxy Statement.
Schedule 13e-3 Item Number and Response and/or Location in Proxy Statement (for
incorporation by reference)
Item 1. Issuer and Class of Security subject to the Transaction
(a) . . . . . . . . . . The name of the issuer is USP Real Estate Investment
Trust, an Iowa common law trust, and the address of its
principal executive offices is 4333 Edgewood Road N.E.,
Cedar Rapids, Iowa 52499-5441.
(b) . . . . . . . . . . "The Special Meeting--Record Date; Shareholder Approval"
and "Market Price Information," which information is
incorporated herein by this reference.
(c) . . . . . . . . . . "Market Price Information," which information is
incorporated herein by this reference.
(d) . . . . . . . . . . "Market Price Information," which information is
incorporated herein by this reference.
(e) . . . . . . . . . . Not applicable.
(f) . . . . . . . . . . Not applicable.
Item 2. Identity and Background
(a)-(d), (g). . . . . . Front Cover Page,"Management of the Trust and AEGON
Advisors," "Principal Shareholders" and "Ownership of
Shares by Trustees and Officers," which information is
hereby incorporated herein by this reference.
(e), (f). . . . . . . . During the last five years, none of the Issuer, AEGON
Advisors, AEGON USA, Inc., AEGON N.V. nor, to the best
of the Issuer's or AEGON Advisors' knowledge, their
respective executive officers and directors has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to
a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in such person being
subject to a judgment, decree or final order enjoining
future violation of, or prohibiting or mandating
activities subject to, federal or state securities laws
or a finding of any violation with respect to such laws.
Item 3. Past Contacts, Transactions or Negotiations
(a)(1). . . . . . . . . "The Trust," which information is incorporated herein by
this reference.
(a)(2), (b) . . . . . . "Special Factors--Background of the Asset Sale,"
"Special Factors--Interests of Certain Persons in the
Asset Sale and Liquidation," "Summary of Material
Features of the Asset Sale," and "Annex D--Real Estate
Sale and Purchase Contract," which information is
incorporated herein by this reference.
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Item 4. Terms of the Transaction
(a) . . . . . . . . . . "Summary of Material Features of the Asset Sale," and
"Annex D--Real Estate Sale and Purchase Contract," which
information is incorporated herein by this reference.
(b) . . . . . . . . . . "Special Factors--Interests of Certain Persons in the
Asset Sale and Liquidation," which information is
incorporated herein by this reference.
Item 5. Plans or Proposals of the Issuer or Affiliate
(a)-(g) . . . . . . . . "The Special Meeting--Proposal to be Considered at the
Special Meeting," "Summary of Material Features of the
Asset Sale--The Purchase Agreement," "Special
Factors--Purpose and Structure of the Asset Sale and
Liquidation" and "Liquidation," which information is
incorporated herein by this reference.
Item 6. Source and Amount of Funds or Other Consideration
(a) . . . . . . . . . . "Summary of Material Features of the Asset
Sale--Financing of the Asset Sale; Source of Funds,"
which information is incorporated herein by this
reference.
(b) . . . . . . . . . . "Expenses of the Transaction," which information is
incorporated herein by this reference.
(c), (d). . . . . . . . Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects
(a)-(c) . . . . . . . . "Special Factors--Background of the Asset Sale,"
"Special Factors--Purpose and Structure of the Asset
Sale and Liquidation," "Special Factors--The Trust's
Reasons for the Asset Sale" and "Special
Factors--Unsolicited Offers from Third Parties," which
information is incorporated herein by this reference.
(d) . . . . . . . . . . "Questions and Answers about the Asset Sale and
Liquidation," "Special Factors--Purpose and Structure of
the Asset Sale and Liquidation," "Summary of Material
Features of the Asset Sale--Certain Federal Income Tax
Consequences" and "Liquidation" which information is
incorporated herein by this reference.
Item 8. Fairness of the Transaction
(a) . . . . . . . . . . "Special Factors--The Trust's Reasons for the Asset
Sale," "Special Factors--Opinion of Financial Advisor"
and "Special Factors--Perspective
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of AEGON Advisors and its Affiliates on the Fairness of
the Asset Sale," which information is incorporated
herein by this reference.
(b) . . . . . . . . . . "Special Factors--Opinion of Financial Advisor,"
"Special Factors--Background of the Asset Sale,"
"Special Factors--The Trust's Reasons for the Asset
Sale," "Special Factors--Perspective of AEGON Advisors
and its Affiliates on the Fairness of the Asset Sale,"
and "Annex C--Opinion of Raymond James & Associates,
Inc.," which information is incorporated herein by this
reference.
(c) . . . . . . . . . . "The Special Meeting--Record Date; Shareholder
Approval," which information is incorporated herein by
this reference.
(d) . . . . . . . . . . "Special Factors--Background of the Asset Sale" and
"Special Factors--The Trust's Reasons for the Asset
Sale," which information is incorporated herein by this
reference.
(e) . . . . . . . . . . "Special Factors--The Trust's Reasons for the Asset
Sale," which information is incorporated herein by this
reference.
(f) . . . . . . . . . . Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
(a)-(c) . . . . . . . . "Special Factors--Background of the Asset Sale,"
"Special Factors--Perspective of AEGON Advisors and its
Affiliates on the Fairness of the Asset Sale," "Special
Factors--Opinion of Financial Advisor" and "Annex
C--Opinion of Raymond James & Associates, Inc.," which
information is incorporated herein by this reference.
Item 10. Interest in Securities of the Issuer
(a) . . . . . . . . . . "Principal Shareholders" and "Ownership of Shares by
Trustees and Officers," which information is
incorporated herein by this reference.
(b) . . . . . . . . . . Not applicable.
Item 11. Contracts, Arrangements
"Special Factors--Interests of Certain Persons in the Asset Sale and
Liquidation," "Summary of Material Features of the Asset Sale--The Purchase
Agreement," and "Principal Shareholders," which information is incorporated
herein by this reference.
Item 12. Present Intention and Recommendation of Certain Persons With Regard to
the Transaction
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(a), (b). . . . . . . . "The Special Meeting--Record Date; Shareholder Approval"
and "Special Factors--Interests of Certain Persons in
the Asset Sale and Liquidation," which information is
incorporated herein by this reference.
Item 13. Other Provisions of the Transaction
(a) . . . . . . . . . . "Summary of Material Features of the Asset Sale--Absence
of Appraisal Rights," which information is incorporated
herein by this reference.
(b), (c). . . . . . . . Not applicable.
Item 14. Financial Information
"Selected Financial Data," "Pro Forma Financial Information," "Annex A--Annual
Report on Form 10-K for the year ended December 31, 1998" and "Annex
B--Quarterly Report on Form 10-Q for the quarter ended September 30, 1999,"
which information is incorporated herein by this reference.
Item 15. Person and Assets Employed, Retained or Utilized
(a), (b). . . . . . . . "The Special Meeting--Proxies" and "Cost and Method of
Proxy Solicitation," which information is incorporated
herein by this reference.
Item 16. Additional Information
See the text of the Proxy Statement.
Item 17. Materials to be Filed
Exhibit Number and Description
Exhibit (b) . . . . . . Opinion of Raymond James & Associates, Inc.
(Incorporated herein by reference to Annex C to the
Proxy Statement).
Exhibit (c) . . . . . . Real Estate Sale and Purchase Contract, dated as of
January 20, 2000, executed by and between USP Real
Estate Investment Trust and AEGON USA Realty Advisors,
Inc. (Incorporated herein by reference to Annex D to the
Proxy Statement).
Exhibit (d) . . . . . . Preliminary Proxy Statement on Schedule 14A filed by
Issuer on January 20, 2000 (Incorporated herein by
reference).
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
USP REAL ESTATE INVESTMENT TRUST
Date: January 20, 2000
Signature: /s/ Alan F. Fletcher
-----------------------------------
Name and Title: Alan F. Fletcher, Vice
President and Treasurer
AEGON USA REALTY ADVISORS, INC.
Date: January 20, 2000
Signature: /s/ David L. Blankenship
-----------------------------------
Name and Title: David L. Blankenship,
President
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