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Asset Management
Filed by American Real Estate Finance Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: American Strategic Income Portfolio Inc.
SEC File No.: 811-06404
FOR IMMEDIATE RELEASE CONTACT: Cheryl Stone
Public Relations Manager
U.S. Bancorp Asset Management
612-303-5657
AMERICAN STRATEGIC INCOME PORTFOLIO INC. (ASP),
AMERICAN STRATEGIC INCOME PORTFOLIO INC.-II (BSP),
AMERICAN STRATEGIC INCOME PORTFOLIO INC.-III (CSP)
AND AMERICAN SELECT PORTFOLIO INC. (SLA)
ANNOUNCE REVISED REORGANIZATION AGREEMENT
MINNEAPOLIS - November 21, 2002 - American Strategic Income Portfolio Inc.
(ASP), American Strategic Income Portfolio Inc.-II (BSP), American Strategic
Income Portfolio Inc.-III (CSP) and American Select Portfolio Inc. (SLA)
(collectively, the "Funds") announced today that they signed today an amended
and restated plan and agreement of reorganization to the plan of reorganization
originally dated as of March 20, 2002.
The amended agreement signed today does not change the core of the March
20, 2002 agreement which contemplated (i) the merger of the Funds into First
American Strategic Real Estate Portfolio, Inc., a newly-organized, specialty
finance company that will elect to be taxed as a real estate investment trust
for federal income tax purposes (the "REIT") and (ii) the conversion of Fund
shares into REIT shares based on an equivalent net asset value basis. The
amended agreement does, however, offer shareholders of each Fund who prefer not
to receive REIT shares the additional option to exchange their Fund shares for
shares of First American Strategic Income Portfolio Inc., a newly-formed
closed-end mutual fund (the "New Fund") with investment objectives and
strategies which are substantially similar to those of the existing Funds. Like
the exchange for REIT shares, this exchange also would take place based on an
equivalent net asset value basis. The maximum number of shares that may be
exchanged for New Fund shares is subject to an aggregate cap equal to 49% of the
outstanding shares of each Fund reduced by any amounts set aside for statutory
dissenters' appraisal rights under Minnesota law. When the transaction is
completed, the Funds' assets and liabilities will be allocated between the REIT
and the New Fund based on the relative net asset values attributable to Fund
shareholders receiving REIT shares and those receiving New Fund shares.
The shareholders' option to elect to receive New Fund shares replaces the
shareholders' option, under the original reorganization agreement, to elect to
receive cash in an amount equal to the net asset value of their Fund shares
instead of REIT shares, subject to an aggregate cap equal to 15% of the
outstanding shares of each Fund. This change is being made in response to
suggestions by Fund shareholders concerning the transaction in its original
form.
After completion of the reorganization, both the REIT and the New Fund
would be
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advised by U.S. Bancorp Asset Management, Inc., which also acts as investment
advisor to the existing Funds. The REIT would be exempt from the registration
requirements of the Investment Company Act of 1940, as amended (the "Investment
Company Act"). However, the New Fund, like the Existing Funds, would be subject
to registration and regulation under the Investment Company Act. The receipt of
REIT shares (but not of New Fund shares) by Fund shareholders in the
reorganization is expected generally to be tax-free.
The agreement of reorganization as revised has been approved by the Funds'
boards of directors. Participation by any Fund in the reorganization is subject
to a number of conditions, including approval by the shareholders of that Fund;
receipt by the Funds of an exemptive order from the United States Securities and
Exchange Commission (the "SEC"); the registration under the Securities Act of
1933, as amended, of the REIT shares and the New Fund shares to be issued in the
reorganization; and the listing of the REIT shares on the New York Stock
Exchange and the listing of New Fund shares on the American Stock Exchange. In
addition, for any Fund to participate, the reorganization must be approved by
shareholders of Funds that have, in the aggregate, net assets of at least $200
million, net of any assets to be allocated to the New Fund and net of cash
payments to any holders exercising their statutory dissenters' appraisal rights.
The Funds have been advised in this transaction by Friedman, Billings,
Ramsey & Co., Inc.
THE REIT HAS FILED A REGISTRATION STATEMENT ON FORM S-4 AND AMENDMENT NO. 1
THERETO WITH THE SEC, WHICH INCLUDES A JOINT PROXY STATEMENT OF THE FUNDS AND A
PROSPECTUS OF THE REIT, EACH IN PRELIMINARY FORM. THE REIT AND THE NEW FUND WILL
BE FILING OTHER RELEVANT DOCUMENTS, INCLUDING AN ADDITIONAL AMENDMENT TO THE
REGISTRATION STATEMENT ON FORM S-4, CONCERNING THE TRANSACTION WITH THE SEC. WE
URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. INVESTORS WILL BE ABLE TO OBTAIN THE DOCUMENTS FREE OF CHARGE AT
THE SEC'S WEB SITE, WWW.SEC.GOV. IN ADDITION, DOCUMENTS FILED BY THE FUNDS, THE
REIT AND THE NEW FUND WILL BE AVAILABLE FREE OF CHARGE FROM INVESTOR SERVICES,
U.S. BANCORP ASSET MANAGEMENT, INC., 800 NICOLLET MALL, MINNEAPOLIS, MINNESOTA
55402, TELEPHONE: 800-677-FUND.
PLEASE READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE REORGANIZATION.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE.
Each of the Funds and its board of directors and executive officers and
U.S. Bancorp Asset Management, Inc. and its executive officers may be deemed to
be participants in the solicitation of proxies from Fund shareholders in favor
of the reorganization. It is expected that
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certain current officers of U.S. Bancorp Asset Management, Inc. will be
executive officers and directors of the REIT. Information regarding the
interests of the Funds' officers and directors in the transaction will be
included in the joint proxy statement/prospectus. Information regarding the
interests of U.S. Bancorp Asset Management, Inc. and its officers and directors
in the transaction also will be included in the joint proxy
statement/prospectus. In addition to the joint proxy statement/prospectus to be
mailed to the shareholders of the Funds in connection with the transaction, each
Fund files proxy and information statements and other reports with the SEC.
Investors may read and copy any of these reports, statements and other
information at the SEC's public reference room located at 450 Fifth Street,
N.W., Room 1200, Washington, D.C. 20549. Investors should call the SEC at
1-800-SEC-0330 for further information on the public reference room. The
reports, statements and other information filed by the Funds with the SEC are
also available for free at the SEC's web site at www.sec.gov. A free copy of
these reports, statements and other information may also be obtained from U.S.
Bancorp Asset Management, Inc. as set forth above.
BASED IN MINNEAPOLIS, U.S. BANCORP ASSET MANAGEMENT, INC., IS A SUBSIDIARY
OF U.S. BANK NATIONAL ASSOCIATION. IT PROVIDES INVESTMENT MANAGEMENT SERVICES TO
INDIVIDUALS AND INSTITUTIONS - INCLUDING CORPORATIONS, FOUNDATIONS, PENSION
FUNDS, PUBLIC FUNDS AND RETIREMENT PLANS - AND HAS ASSETS UNDER MANAGEMENT OF
MORE THAN $111 BILLION AS OF SEPTEMBER 30, 2002.
U.S. BANCORP ASSET MANAGEMENT, INC., SERVES AS THE INVESTMENT ADVISER TO
THE FUNDS. U.S. BANK NATIONAL ASSOCIATION IS A SEPARATE ENTITY AND WHOLLY-OWNED
SUBSIDIARY OF U.S. BANCORP, THE EIGHTH-LARGEST FINANCIAL SERVICES HOLDING
COMPANY IN THE UNITED STATES AND A LEADING PROVIDER OF COMPREHENSIVE BANKING,
TRUST, INVESTMENT AND PAYMENT SYSTEMS PRODUCTS AND SERVICES. U.S. BANCORP IS THE
PARENT COMPANY OF U.S. BANK NATIONAL ASSOCIATION.
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Nondeposit investment products are not insured by the FDIC, are not
deposits or other obligations of or guaranteed by U.S. Bank National Association
or its affiliates, and involve investment risks, including possible loss of the
principal amount invested.
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