MINNEAPOLIS, Nov. 21 /PRNewswire-FirstCall/ --
American Strategic Income Portfolio Inc. (NYSE: ASP),
American Strategic Income Portfolio Inc.-II (NYSE: BSP),
American Strategic Income Portfolio Inc.-III (NYSE: CSP) and
American Select Portfolio Inc. (NYSE: 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 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 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 (NYSE: USB), 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.
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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SOURCE U.S. Bancorp Asset Management, Inc.
