SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
First Union Real Estate Equity and Mortgage Investments
(Name of Issuer)
Shares of Beneficial Interest, $1.00 par value
(Title of class of securities)
337400105
(CUSIP Number)
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8140
(Name, address and telephone number of person authorized to
receive notices and communications)
October 28, 1997
(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 schedule 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
[ ]. (A fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* 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 disclosures provided in
a prior cover page.
The information required on 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 337400105 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,491,451 Shares (including options to purchase
1,183,150 Shares)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
2,491,451 Shares (including options to purchase
1,183,150 Shares)
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,491,451 Shares (including options to purchase
1,183,150 Shares)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.55%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 337400105 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 30,449 (including options to purchase 16,850 Shares)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
30,449 (including options to purchase 16,850 Shares)
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
30,449 (including options to purchase 16,850 Shares)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.11%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 4 of 6 Pages
This Amendment No. 6 amends and supplements the Statement on Schedule
13D and related amendments (the "Schedule 13D") relating to the ownership
percentages of the Shares of Beneficial Interest, par value $1.00 per share
("Shares"), of First Union Real Estate Equity and Mortgage Investments, an
Ohio business trust (the "Company") previously filed by Gotham Partners, L.P.
("Gotham") and Gotham Partners II, L.P. ("Gotham II") both New York limited
partnerships. Capitalized terms used and not defined in this Amendment have
the meanings set forth in the Schedule 13D. Gotham and Gotham II are
hereinafter referred to as the "Reporting Persons".
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Schedule 13D or any
amendments thereto.
Item 4 is hereby amended to add the following information:
Item 4. Purpose of the Transaction
Pursuant to 16 C.F.R. Part 803 of the Rules of the Federal Trade
Commission under section 7A of the Clayton Act as added by the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 ("Act"), Gotham is filing a
Notification and Report in connection with the $15 million notification
requirement thereunder and in connection with Gotham's intention, assuming
business conditions are favorable, to exercise its options to purchase
additional Shares of the Issuer following expiration or early termination of
the applicable waiting period under the Act.
Item 5 is hereby amended to add the following information:
Item 5. Interest in Securities of the Issuer
(a) Gotham and Gotham II currently intend to exercise their options to
purchase Shares on or before their expiration dates, assuming business
conditions are favorable and, in Gotham's case, following expiration or early
termination of the applicable waiting period under the Act.
(b) Each of Gotham and Gotham II will have sole power to vote and to
dispose of all of the Common Stock beneficially owned by it.
<PAGE>
Page 5 of 6 Pages
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
October 28, 1997
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
