SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
First Union Real Estate Equity and
Mortgage Investments
(Name of Issuer)
Shares of Beneficial Interest
(Title of Class of Security)
337 400 105
(CUSIP Number)
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
(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
June 6, 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 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: [ ]
SCHEDULE 13D
- --------------------------------------
CUSIP NO.
-----------------
- --------------------------------------
- ---------------------------------------------------------------------------
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) |_|
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ---------------------------------------------------------------------------
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
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,135,987
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,135,987
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,135,987
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ---------------------------------------------------------------------------
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
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,135,987
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,135,987
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,135,987
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ---------------------------------------------------------------------------
This Amendment No. 3 amends and supplements the following Items
of the Schedule 13D (the "Schedule 13D") of Apollo Real Estate Investment
Fund II, L.P. and Apollo Real Estate Advisors II, L.P. originally filed on
January 6, 1997 with the Securities and Exchange Commission with respect to
the Shares of Beneficial Interest (the "Shares") of First Union Real Estate
Equity and Mortgage Investments, an Ohio business trust ("First Union").
Unless otherwise indicated, all capitalized terms used but not defined
herein have the meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety by the
following:
In connection with the purchase of the Shares, the Reporting
Persons beneficially own an aggregate of 2,135,987 Shares. The Shares
beneficially owned by the Reporting Persons were purchased at an
aggregate purchase price of approximately $24,783,523 consisting of 889,700
Shares purchased at an aggregate purchase price of approximately
$10,477,706 and 377,000 shares of First Union Series A Cumulative
Convertible Redeemable Preferred Shares of Beneficial Interest (the
"Preferred Shares") purchased at an aggregate purchase price of
approximately $14,305,817. 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.
Item 4 is hereby amended and restated in its entirety to read as
follows:
The Reporting Persons initially acquired beneficial ownership of
the Shares in the ordinary course of business for investment purposes. The
Reporting Persons have from time to time considered and continue to
consider various alternative proposals to increase the value of their
Shares. In this respect, the Reporting Persons may propose one or more
possible transactions to First Union's management and/or trustees, acquire
additional Shares from time to time or sell or otherwise dispose of all or
part of the Shares beneficially owned by them in any manner permitted by
law. In addition, representatives of the Reporting Persons have been in
contact with a limited number of other holders of Shares and may contact
other holders of Shares or potential investors in connection with the
foregoing. Representatives of the Reporting Persons have also met with
representatives of senior management of First Union to discuss one or more
possible transactions. No definitive proposal has been made by the
representatives of the Reporting Persons and no agreement, either written
or oral, has been reached. 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.
Item 5 is hereby amended by restating the following sections in
their entirety:
(a) As of the date hereof, the Reporting Persons beneficially own
an aggregate of 889,700 Shares which represents approximately 7.6% of the
outstanding Shares of First Union. This amount consists of 889,700 Shares
and 377,000 Preferred Shares. Each Preferred Share is immediately
convertible into 3.3058 Shares.
(b) The Reporting Persons share the voting and dispositive power
with respect to the 2,135,987 Shares which they beneficially own.
To the best of the Reporting Persons' knowledge, none of the
individuals listed on Schedule I owns any Shares or can vote or direct the
vote of any Shares, nor can any such individual dispose or direct the
disposition of any Shares.
(c) Except as set forth on Schedule II, no person named in
response to paragraph (a) of this Item has effected any transaction in the
Shares during the past sixty days.
SCHEDULE II
TRANSACTIONS IN THE SECURITIES
Set forth below are the transactions in the Shares and the
Preferred Shares that were effected during the past sixty days by AREIF II
through its registered broker-dealer in New York.
Number of
Date Shares Price per Share Series
------- --------- --------------- ------
4/11/97 4,100 13.3170 Shares
4/14/97 40,000 14.1780 Shares
4/21/97 16,200 14.0000 Shares
4/22/97 500 13.8750 Shares
4/24/97 1,600 13.7500 Shares
4/25/97 23,500 13.6250 Shares
4/28/97 3,400 13.6250 Shares
4/30/97 1,000 13.6250 Shares
5/1/97 10,000 13.5000 Shares
5/8/97 20,000 13.2500 Shares
5/28/97 1,000 12.5000 Shares
5/28/97 100,000 12.5000 Shares
6/5/97 30,000 13.0000 Shares
6/6/97 100,000 13.0000 Shares
SIGNATURE
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.
Dated: June 6, 1997
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
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
Name: Michael D. Weiner
Title: Vice President,
Apollo Real Estate Capital Advisors II, Inc.
