SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
First Union Real Estate Equity and Mortgage Investments
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(Name of Registrant as Specified In Its Charter)
The Committee to Unlock the Value of First Union Real Estate Investments
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
Shares of Beneficial Interest, $1.00 par value
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
[ ] Check box if any of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
AN IMPORTANT MESSAGE TO ALL FIRST UNION
SHAREHOLDERS FROM:
THE COMMITTEE TO UNLOCK THE VALUE OF
FIRST UNION REAL ESTATE INVESTMENTS
MR. MASTANDREA WANTS YOUR SYMPATHY:
SHOW HIM THE DOOR INSTEAD
The Company continues to waste your money bombarding you with repeated
mailings and phone calls begging for your vote. In all of their desperate
attempts to get your vote, remember, nothing they say increases your stock
price.
LOOK WHO HAS REAL ESTATE EXPERIENCE
The Company touts the experience of its nominees in its proxy materials
but it fails to point out that Stephen R. Hardis and E. Bradley Jones have NO
experience operating real estate companies. We commend these gentlemen for
their experience in mutual funds, manufacturing, banking, insurance and other
businesses. However, merely serving on the board of a public real estate
company does not make you a real estate expert. In contrast, all three
members of the Committee have extensive real estate experience. They will
also be a voice for the shareholders.
The Company tries to discredit James Webb, referring to him as a teacher.
Yes, Mr. Webb is a Professor. He also happens to be a nationally-recognized
expert on REITs with over 80 published articles in various real estate
professional and academic publications.
The Company tries to discredit Steve Calabrese, referring to him as a
34-year old real estate appraiser. Mr. Calabrese's entire professional career
has been devoted to the real estate industry, and he has since 1988
concentrated on all aspects of real estate property management, construction,
and environmental services, as well as property feasibility studies and
appraisals.
The Company tries to discredit Rick Osborne for a variety of different
matters. The relevant facts are simple: Mr. Osborne has substantial
experience as a real estate entrepreneur in real estate development and
management.
<PAGE>
THE LAWSUIT SMOKESCREEN
The Company has continued to waste your shareholder dollars on a senseless
lawsuit. Countless motions have been filed, extensive discovery has been
held, and depositions have been taken from Cleveland to Rochester to
Baltimore to Washington, D.C. to Newark to Greenville, South Carolina to Fort
Lauderdale, all to the enrichment of the Company's lawyers. Throughout the
parade of lawyers, Rick Osborne and all the other defendants have denied the
Company's charges. In the Company's latest version of the lawsuit, it claims
that neither Rick Osborne, nor James Webb and Steve Calabrese, would be
eligible to serve as a Trustee because of Mr. Osborne's investments in other
publicly-traded real estate companies. The Company fails to say that the
other real estate companies in question do not compete for investments in any
way with First Union, leaving their entire argument without foundation. We
find it hard to believe that on the one hand the Company tries to discredit
Rick Osborne as being unqualified to be a Trustee, but on the other hand, the
Company says that his real estate company investments, which are indicative
of Mr. Osborne's experience and belief in the future of real estate, should
somehow bar him and the other members of the Committee from serving as
Trustees. LAWSUITS CANNOT STOP SHAREHOLDERS FROM REVOLTING AND REVITALIZING
THIS COMPANY'S BOARD.
We thought shareholders should know about one particular aspect of First
Union's case. First Union's allegations are in large part based on telephone
conversations between Mark Escaja, who is unaffiliated with the Committee or
any of its members, and a lawyer in Chicago representing the Company. Based
on statements made by Mr. Escaja in these conversations, the Company sued,
allegedly believing that Rick Osborne, Mr. Escaja, Mr. Escaja's employer and
others had a secret plot to take over the Company. Without informing Mr.
Escaja, Mr. Mastandrea and the Company's general counsel in Cleveland
listened in to Mr. Escaja's conversations with the Chicago lawyer, and Mr.
Mastandrea taped the conversations. In the order of Jack B. Streepy, a
federal court magistrate, requiring that the Company turn over the tape to
the defendants in the lawsuit, the magistrate said that "[i]f a party behaves
unethically or unprofessionally" it is not entitled to keep material, in this
case the secret tape, from the other side in the lawsuit. The Company has
indicated it will appeal the magistrate's decision, which it believes is
wrong. We believe the decision is right and that you have a right to know.
WHAT'S WRONG WITH MAKING MONEY ?
Mr. Mastandrea has stated that our intentions are different from other
shareholders. Let's set the record straight. Our intention is to make money
for all shareholders by increasing the stock price. PERIOD! That certainly is
different from what the shareholders have grown to expect from the current
management. The Committee benefits when all shareholders benefit. YOU WIN IF
WE WIN.
EXPENSES AND SALARIES ARE WAY OUT OF LINE !
The Company claims their expenses and salaries are now in line with other
REITs. What is not in line is First Union's stock price and dividend.
Remember the graph on page 4 of our proxy materials? It shows how poorly
First Union's stock price has fared compared to other REITs. The Company
selectively forgets to mention that the stock price of other REITs has
increased, unlike the Company. Moreover, the Company's dividend was cut, all
while salaries, benefits and other expenses have gone in the opposite
direction.
<PAGE>
PUT YOUR MONEY WHERE YOUR MOUTH IS
As of February 10, 1995, the Record Date for the Annual Meeting, members
of the Committee, Steven A. Calabrese, Richard M. Osborne, and James R. Webb,
had the right to vote an aggregate of 1,672,800 shares, constituting
approximately 9.3% of the total votes eligible to be cast at the Annual
Meeting. Of the 1,672,800 shares, 1,655,800 are owned by Turkey Vulture Fund
XIII, Ltd., an Ohio limited liability company (the "Fund"). Rick Osborne is
the sole managing member of the Fund and as the sole managing member of the
Fund is the beneficial owner of the Fund's shares. The Fund was formed to
acquire, hold, sell or otherwise invest in all types of securities and other
instruments. The Fund is the largest shareholder in the Company. Nobody gave
us options or restricted stock.
Nothing can say more about the commitment of the current Trustees than
their ownership in the Company, which including vested options and restricted
stock amounts to only 195,418 shares, or approximately 1.1% of outstanding
shares. Excluding the options and restricted stock, the Trustees own only
76,668 shares, or less than 0.5% of the outstanding shares.
WHAT ARE THE TRUSTEES SO AFRAID OF ?
Mr. Mastandrea and the Trustees have constantly tried to stop the
Committee from conducting a fair election. We thought the shareholders should
know about some of their antics. The Company started this contest by suing
Mr. Osborne and his Fund and trying to block him from voting the Fund's
shares. Next they refused to give us the shareholder list, although they used
the list to contact shareholders repeatedly attempting to get their votes.
The law forced the Company to mail our proxy materials to certain
shareholders. Interestingly enough, the Company then instructed its transfer
agent not to put share amounts on our proxy cards, interfering with our
ability to tabulate votes. Remember, it's your company, and, even if the
Company does not believe we are entitled to a level playing field, you are
entitled to vote regardless of the Company's tactics.
WE WOULD LIKE TO TALK TO YOU
Even though the Company won't tell us who you are, we want to hear from
you, the true owners of the Company. The members of the Committee will be
available to discuss the issues, answer questions and to LISTEN to what the
shareholders want. If you wish to speak to any member of the Committee please
call 216-951-1111 (call collect).
DON'T BE CONFUSED. THE REAL ISSUE IS:
WHO CAN REVIVE FIRST UNION AND
MAXIMIZE SHAREHOLDER VALUE ?
Richard M. Osborne James R. Webb Steven A. Calabrese
<PAGE>
CHANGE IS NEEDED NOW !!
VOTE THE RED, WHITE & BLUE
PROXY CARD TODAY !
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YOUR VOTE IS IMPORTANT
No matter how many or how few shares you own, please vote for the
Committee's Nominees by:
SIGNING, DATING and MAILING THE ENCLOSED RED, WHITE and BLUE proxy card TODAY
in the postage paid envelope provided.
THE COMMITTEE URGES YOU NOT TO RETURN ANY WHITE PROXY CARDS SENT TO YOU BY
THE INCUMBENT BOARD OF TRUSTEES. If you own your shares in the name of a
brokerage firm, your broker cannot vote your shares unless he receives your
specific instructions. Please sign, date and return the enclosed RED, WHITE
and BLUE proxy card in the return envelope that has been provided.
If you have any questions about how to vote your shares, please call our
proxy solicitor at:
BEACON HILL PARTNERS, INC.
90 Broad Street
New York, NY 10004
800-755-5001
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ONLY YOUR LATEST DATED CARD
WILL BE VOTED AT THE MEETING
