SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
First Union Real Estate Equity and
Mortgage Investments
(Name of Issuer)
Series A Cumulative Convertible Redeemable
Preferred Shares of Beneficial Interest, par value $25
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(Title of Class of Security)
337400303
(CUSIP Number)
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W. Edward Scheetz
c/o Apollo Real Estate Advisors, L.P.
1301 Avenue of the Americas
New York, New York 10019
Telephone: (212) 261-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Patrick J. Foye, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
Telephone: (212) 735-2274
November 21, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this statement because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
Check the following box if a fee is being paid with the statement: [X]
SCHEDULE 13D
CUSIP No.
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X)
(b) ( )
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3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(d) or 2(e)
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 219,400
OWNED BY --------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
219,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,400
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ( )
SHARES
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.54%
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14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No.
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO REAL ESTATE ADVISORS II, L.P.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X)
(b) ( )
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ( )
PURSUANT TO ITEMS 2(d) or 2(e)
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 219,400
OWNED BY --------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
219,400
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,400
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.54%
- ---------------------------------------------------------------------------
14 type of reporting person
PN
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This Schedule 13D is being filed by Apollo Real Estate
Investment Fund II, L.P. and Apollo Real Estate Advisors II, L.P.
with respect to the Series A Cumulative Convertible Redeemable
Preferred Shares of Beneficial Interest, par value $25 per share
(the "Preferred Shares"), of First Union Real Estate Equity and
Mortgage Investments, an Ohio business trust ("First Union").
Item 1. Security and Issuer.
This statement relates to the Preferred Shares of First
Union. The principal executive offices of First Union are located
at 55 Public Square, Suite 1900, Cleveland, Ohio 44113.
Item 2. Identity and Background.
(a)-(c), (f). This statement is being filed jointly by
Apollo Real Estate Investment Fund II, L.P. ("AREIF II"), a limited
partnership organized under the laws of Delaware and Apollo Real
Estate Advisors II, L.P. ("AREA II"), a limited partnership orga-
nized under the laws of Delaware. AREIF II and AREA II are some-
times collectively referred to herein as the "Reporting Persons".
AREIF II is principally engaged in the business of
investment in real estate-related interests. The address of AREIF
II's principal executive office and principal business is c/o Apollo
Real Estate Advisors II, L.P., Two Manhattanville Road, Purchase,
New York 10577.
AREA II is the managing general partner of AREIF II.
AREA II is principally engaged in the business of serving as manag-
ing general partner of AREIF II. The address of AREA II's principal
executive office and principal business is c/o Apollo Real Estate
Advisors II, L.P., Two Manhattanville Road, Purchase, New York
10577.
The sole general partner of AREA II is Apollo Real
Estate Capital Advisors II, Inc., a Delaware corporation ("Capital
Advisors II"). Capital Advisors II is principally engaged in the
business of serving as general partner of AREA II.
Information attached hereto as Schedule I is information
concerning the general partners of the Reporting Persons and the
executive officers and directors of Capital Advisors II, which
information is required to be disclosed in response to Item 2 and
general instruction C to Schedule 13D. Each of such persons is a
citizen of the United States. All such persons on Schedule I
disclaim beneficial ownership of and any pecuniary interest in the
Preferred Shares beneficially owned by the Reporting Persons.
(d) and (e). Neither AREIF II, AREA II, Capital Advi-
sors II, nor, to the best of these entities knowledge, any of the
individuals named in Schedule I hereto has during the last five
years (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent juris-
diction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws
or finding any violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In connection with the purchase of the Preferred Shares,
the Reporting Persons purchased an aggregate of 219,400 Preferred
Shares for a total amount of approximately $7,345,000 as of the date
hereof. The purchases were financed with cash on hand and borrowed
funds pursuant to a margin loan made in the ordinary course of
business by a registered broker-dealer.
Item 4. Purpose of the Transaction.
The Reporting Persons acquired beneficial ownership of
the Preferred Shares in the ordinary course of business for invest-
ment purposes and not with the purpose of changing or influencing
control of First Union. The Reporting Persons have considered
various alternative proposals to increase the value of their Pre-
ferred Shares and may from time to time consider implementing such
alternatives. In this respect, the Reporting Persons retain the
right to change their investment intent, to propose one or more
possible transactions to First Union's trustees, to acquire addi-
tional shares of Preferred Shares from time to time or to sell or
otherwise dispose of all or part of the Preferred Shares beneficial-
ly owned by them in any manner permitted by law. In the event of a
material change in the present plans or intentions of the Reporting
Persons, the Reporting Persons will amend this Schedule 13D to
reflect such change.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Persons
beneficially own an aggregate of 219,400 Preferred Shares which
represents approximately 9.54% of the outstanding Preferred Shares
of First Union.
(b) The Reporting Persons share the voting and disposi-
tive power with respect to the 219,400 Preferred Shares which they
beneficially own.
To the best of the Reporting Persons' knowledge, none of
the individuals listed on Schedule I owns any Preferred Shares or
can vote or direct the vote of any Preferred Shares, nor can any
such individual dispose or direct the disposition of any Preferred
Shares.
(c) Except as set forth on Schedule II, no person named
in response to paragraph (a) of this Item has effected any transac-
tion in the Preferred Shares during the past sixty days.
(d) No other person is known to have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Preferred Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
SCHEDULE I
The following sets forth information with respect to the
executive officers and directors of Capital Advisors II, which is
the sole general partner of AREA II.
Messrs. Leon D. Black, John J. Hannan and William L.
Mack are executive officers and directors of Capital Advisors II.
The principal occupation of each of Messrs. Black and Hannan is to
act as an executive officer and director of Apollo Capital Manage-
ment, Inc., a Delaware corporation ("Apollo Capital"), and of Lion
Capital Management, Inc., a Delaware corporation ("Lion Manage-
ment"). Messrs. Black and Hannan are founding principals of Apollo
Advisors, L.P. ("Apollo Advisors"), Lion Advisors, L.P. ("Lion
Advisors"), and together with Mr. Mack of Apollo Real Estate Advi-
sors II, L.P. The principal occupation of Mr. Mack is to act as a
consultant to Apollo Advisors and as a principal to Apollo Real
Estate Advisors, L.P. and to act as President and Managing Partner
of the Mack Organization, an owner and developer of and investor in
office and industrial buildings and other commercial properties.
The principal business of Apollo Advisors and of Lion Advisors is to
provide advice regarding investments in securities and the principal
business of Apollo Real Estate Advisors, L.P. is to provide advice
regarding investments in real estate and real estate-related invest-
ments. The business address of each of Messrs. Black, Hannan and
Mack is c/o Apollo Real Estate Management II, L.P., 1301 Avenue of
the Americas, New York, New York 10019.
SCHEDULE II
TRANSACTIONS IN THE SECURITIES
Set forth below are the transactions in the Preferred
Shares that were effected during the past sixty days by AREIF II
through its registered broker-dealer in New York.
Number of Preferred
Date Shares Price per Share
11/11/96 25,700 $30.1196
11/12/96 10,200 32.9608
11/14/96 11,700 34.3750
11/15/96 16,000 33.9570
11/21/96 153,200 33.9570
11/25/96 2,600 33.500
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this state-
ment is true, complete and correct.
Dated: December 2, 1996
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
By: Apollo Real Estate Advisors II, L.P.
Managing Member
By: Apollo Real Estate Capital Advisors II, Inc.
General Partner
By: /s/ Michael D. Weiner
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Name: Michael D. Weiner
Title: Vice President,
Apollo Real Estate Capital Advisors II, Inc.
APOLLO REAL ESTATE ADVISORS II, L.P.
By: Apollo Real Estate Capital Advisors II, Inc.
General Partner
By: /s/ Michael D. Weiner
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Name: Michael D. Weiner
Title: Vice President,
Apollo Real Estate Capital Advisors II, Inc.
