UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No.1 to
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999 Commission file number 0-7589
USP REAL ESTATE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
Iowa
(State or other jurisdiction of 42-6149662
incorporation or organization) (I.R.S. Employer Identification No.)
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
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Shares of Beneficial Interest, $1 Par Value
(Title of Class)
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 X No
--- ---
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. / /
The aggregate market value of the voting shares of the registrant held by
non-affiliates at March 15, 2000 was $12,288,920.
The number of shares of beneficial interest of the registrant outstanding at
March 15, 2000 was 3,880,000.
DOCUMENTS INCORPORATED BY REFERENCE
None.
This Amendment No. 1 to Form 10-K is filed for the sole purpose of amending
Item 14(a)(3) and filing the exhibits attached hereto.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) List of Documents
3. Exhibits.
(2) Real Estate Sale and Purchase Contract, dated January 20,
2000, by and between the Trust and AEGON USA Realty
Advisors, Inc. Filed herewith.
(2.1) Plan of Liquidation, adopted by the Board of Trustees on
October 21, 1999. Filed herewith.
(3) Second Amended and Restated Declaration of Trust currently
in effect, dated October 5, 1972, as amended December 18,
1972, March 3, 1975, April 23, 1984 and April 22, 1986.
Filed herewith.
(3.1) By-Laws currently in effect, dated November 19, 1997,
incorporated herein by reference to Item 14(a)3, Exhibit
(3.1) of Form 10-K for the year ended December 31, 1997.
(4) Articles II and III of the Second Amended and Restated
Declaration of Trust currently in effect, dated October 5,
1972, as amended December 18, 1972, March 3, 1975, April 23,
1984 and April 22, 1986. Filed herewith.
(10) Administrative Agreement currently in effect, dated January
1, 1984. Filed herewith.
(10.1) Property Management Agreement currently in effect, dated
July 1, 1981, as amended November 4, 1982. Filed herewith.
2
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
/s/ Patrick E. Falconio /s/ Alan F. Fletcher
- --------------------------------- -----------------------------------
Patrick E. Falconio Alan F. Fletcher
Chairman of the Board Vice President and Treasurer
(principal executive (principal financial officer)
officer)
/s/ Roger L. Schulz
-----------------------------------
Roger L. Schulz
Controller
(principal accounting officer)
May 3, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and as of the date indicated.
/s/ Patrick E. Falconio /s/ Samuel L. Kaplan
- --------------------------------- -----------------------------------
Patrick E. Falconio Samuel L. Kaplan
Trustee Trustee
/s/ Edwin L. Ingraham /S/ Richard M. Osborne
- --------------------------------- -----------------------------------
Edwin L. Ingraham Richard M. Osborne
Trustee Trustee
May 3, 2000
3
EXHIBIT INDEX
Exhibit
Item Title or Description
------- --------------------
(2) Real Estate Sale and Purchase Contract, dated January 20,
2000, by and between the Trust and AEGON USA Realty
Advisors, Inc. Filed herewith.
(2.1) Plan of Liquidation, adopted by the Board of Trustees on
October 21, 1999. Filed herewith.
(3) Second Amended and Restated Declaration of Trust currently
in effect, dated October 5, 1972, as amended December 18,
1972, March 3, 1975, April 23, 1984 and April 22, 1986.
Filed herewith.
(3.1) By-Laws currently in effect, dated November 19, 1997,
incorporated herein by reference to Item 14(a)3, Exhibit
(3.1) of Form 10-K for the year ended December 31, 1997.
(4) Articles II and III of the Second Amended and Restated
Declaration of Trust currently in effect, dated October 5,
1972, as amended December 18, 1972, March 3, 1975, April 23,
1984 and April 22, 1986. Filed herewith.
(10) Administrative Agreement currently in effect, dated January
1, 1984. Filed herewith.
(10.1) Property Management Agreement currently in effect, dated
July 1, 1981, as amended November 4, 1982. Filed herewith.
4