SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS
(Name of Issuer)
Shares of Beneficial Interest
(Title of Class of Securities)
337400105
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following page(s))
Page 1 of 15 Pages
<PAGE>
CUSIP No. 337400105 13G Page 2 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
13-2670991
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
__
(a) /__/
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF INCORPORATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES (See Item 7)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY (See Item 7)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING (See Item 7)
PERSON 8 SHARED DISPOSITIVE POWER
WITH (See Item 7)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,883,390 (See Item 7)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* /__/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
12 TYPE OF REPORTING PERSON*
HC; CO (See Item 7)
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 337400105 13G Page 3 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
__
(a) /__/
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF INCORPORATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES (See Item 7)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY (See Item 7)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING (See Item 7)
PERSON 8 SHARED DISPOSITIVE POWER
WITH (See Item 7)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,883,390 (See Item 7)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* /__/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
12 TYPE OF REPORTING PERSON*
IA; HC (See Item 7)
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 337400105 13G Page 4 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
__
(a) /__/
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF INCORPORATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES (See Item 7)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY (See Item 7)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING (See Item 7)
PERSON 8 SHARED DISPOSITIVE POWER
WITH (See Item 7)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,883,390 (See Item 7)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* /__/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
12 TYPE OF REPORTING PERSON*
IA; HC (See Item 7)
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 337400105 13G Page 5 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, Inc.
22-3463202
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
__
(a) /__/
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF INCORPORATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,883,390 (See Item 7)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY (See Item 7)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,883,390 (See Item 7)
PERSON 8 SHARED DISPOSITIVE POWER
WITH (See Item 7)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,883,390 (See Item 7)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* /__/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
12 TYPE OF REPORTING PERSON*
IA (See Item 7)
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 337400105 13G Page 6 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Series Fund Inc.
22-2894171
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
__
(a) /__/
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF INCORPORATION
Maryland
NUMBER OF 5 SOLE VOTING POWER
SHARES (See Item 7)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY (See Item 7)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING (See Item 7)
PERSON 8 SHARED DISPOSITIVE POWER
WITH (See Item 7)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,883,390 (See Item 7)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* /__/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
12 TYPE OF REPORTING PERSON*
IC (See Item 7)
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 337400105 13G Page 7 of 15 Pages
Item 1.
(a) Name of Issuer
FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS
(b) Address of Issuer's Principal Executive Offices
Suite 1900, 55 Public Square
Cleveland, OH 44113-1937
Item 2
(a) Name of Persons Filing
(i) Franklin Resources, Inc.
(ii) Franklin Mutual Advisers, Inc.
(iii) Franklin Mutual Series Fund Inc.
(b) Address of Principal Business Office:
(i) 777 Mariners Island Blvd.
San Mateo, CA 94404
(ii) 51 John F. Kennedy Parkway
Short Hills, NJ 07078
(iii) 51 John F. Kennedy Parkway
Short Hills, NJ 07078
(c) Citizenship or Place of Organization:
(i) Delaware
(ii) Delaware
(iii) Maryland
(d) Title of Class of Securities:
Shares of Beneficial Interest
(e) CUSIP
337400105
Item 3. The persons filing this Schedule 13G are:
(i) Franklin Resources, Inc.
(g) Parent Holding Company (See Item 7)
(ii) Franklin Mutual Advisers, Inc.
(e) Investment Adviser
(iii) Franklin Mutual Series Fund Inc.
(c) Investment Company
CUSIP No. 337400105 13G Page 8 of 15 Pages
Item 4. Ownership.
(a) Amount Beneficially Owned
1,883,390 (consisting of 569,000 shares of the
Issuer's Convertible Preferred Shares of Beneficial
Interest, each of which is convertible into
approximately 3.31 Shares of Beneficial Interest)
(b) Percent of Class
9.8% (calculated in accordance with Rule
13d-3(d)(1)(i) under the Securities Exchange Act of
1934 (the"1934 Act"))
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote
Franklin Resources, Inc.: 0
Franklin Mutual Advisers, Inc.: 1,883,390
Franklin Mutual Series Fund Inc.: 0
(ii) shared power to vote or direct the vote
Franklin Resources, Inc.: 0
Franklin Mutual Advisers, Inc.: 0
Franklin Mutual Series Fund Inc.: 0
(iii) sole power to dispose or to direct the
disposition of
Franklin Resources, Inc.: 0
Franklin Mutual Advisers, Inc.: 1,883,390
Franklin Mutual Series Fund Inc.: 0
(iv) shared power to dispose or to direct the
disposition of
Franklin Resources, Inc.: 0
Franklin Mutual Advisers, Inc.: 0
Franklin Mutual Series Fund Inc.: 0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the
fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of
more than five percent of the class of
securities, check the following [ ]
CUSIP No. 337400105 13G Page 9 of 15 Pages
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person:
See Item 7
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company
Franklin Mutual Series Fund Inc.:investment company
One or more of Franklin Mutual Adviser, Inc.'s ("FMAI") advisory clients,
including series comprising Franklin Mutual Series Fund Inc. ("FMSF"), is the
owner of the securities covered by this statement. Since FMAI's advisory
contracts with its clients grant to FMAI sole voting and investment power over
the securities owned by its advisory clients, FMAI may be deemed to be, for
purposes of Rule 13d-3 under the 1934 Act, the beneficial owner of the
securities covered by this Statement.
FMAI is a wholly-owned subsidiary of Franklin Resources, Inc. ("FRI"). Charles
B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in
excess of 10% of the outstanding Common Stock of FRI and are the principal
shareholders of FRI. FRI and the Principal Shareholders may be deemed to be, for
purposes of Rule 13d-3 under the 1934 Act, the beneficial owner of securities
held by persons and entities advised by FRI or its subsidiaries. FMAI, FRI and
the Principal Shareholders each disclaim any economic interest or beneficial
ownership in any of the securities covered by this Statement.
FRI, FMAI and the Principal Shareholders (collectively referred to as the "FRI
Entities") are of the view that they are not acting as a "group" for purposes of
Section 13(d) under the 1934 Act and that they are not otherwise required to
attribute to each other the "beneficial ownership" of securities held by any of
them or by any persons or entities advised by FRI or its subsidiaries.
Item 8. Identification and Classification of Members of the
Group
Not Applicable
CUSIP No. 337400105 13G Page 10 of 15 Pages
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purpose or effect.
This report shall not be construed as an admission by any of the FRI Entities
that it is the beneficial owner of any securities covered by this report.
<PAGE>
CUSIP No. 337400105 13G Page 11 of 15 Pages
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
November 22, 1996
Date
FRANKLIN RESOURCES, INC.
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Senior Vice President
& General Counsel
Name/Title
__________
S\CHARLES B. JOHNSON
Signature
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13G
___________
S\RUPERT H. JOHNSON
Signature
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson
as attached to this Schedule 13G
___________
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
FRANKLIN MUTUAL ADVISERS, INC.
Assistant Secretary
Name/Title
<PAGE>
CUSIP No. 337400105 13G Page 12 of 15 Pages
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
November 22, 1996
Date
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Franklin Mutual Advisers, Inc.
as agent for Franklin Mutual Series Fund Inc.
Assistant Secretary
Name/Title
<PAGE>
CUSIP No. 337400105 13G Page 13 of 15 Pages
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints DEBORAH R. GATZEK his true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13D or 13G, any amendments thereto or any related
documentation which may be required to be filed in his individual capacity as a
result of his position as an officer, director or shareholder of Franklin
Resources, Inc. and granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON hereby appoints DEBORAH R. GATZEK his true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13D or 13G, any amendments thereto or any related
documentation which may be required to be filed in his individual capacity as a
result of his position as an officer, director or shareholder of Franklin
Resources, Inc. and granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
S\RUPERT H. JOHNSON
<PAGE>
CUSIP No. 337400105 13G Page 14 of 15 Pages
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing with each other of
the attached statement on Schedule 13G and to all amendments to such statement
and that such statement and all amendments to such statement is made on behalf
of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on November
22, 1996.
FRANKLIN RESOURCES, INC.
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Senior Vice President
& General Counsel
Name/Title
__________
S\CHARLES B. JOHNSON
Signature
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13G
___________
S\RUPERT H. JOHNSON
Signature
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson
as attached to this Schedule 13G
___________
<PAGE>
CUSIP No. 337400105 13G Page 15 of 15 Pages
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
FRANKLIN MUTUAL ADVISERS, INC.
Assistant Secretary
Name/Title
___________
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Franklin Mutual Advisers, Inc.
as agent for Franklin Mutual Series Fund Inc.
Assistant Secretary
Name/Title
