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, $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)
September 9, 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 2,060,975 Shares (including options to purchase
1,183,150 Shares)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
2,060,975 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
2,060,975 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)
7.37%
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 25,925 (including options to purchase 16,850 Shares)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
25,925 (including options to purchase 16,850 Shares)
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
25,925 (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)
.09%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 4 of 6 Pages
This Amendment No. 3 amends and supplements the Statement on Schedule
13D (the "Schedule 13D") relating to 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
Item 3 is hereby amended to add the following information:
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock purchased by Gotham
was $2,186,354 and the aggregate purchase price of the Common Stock purchased
by Gotham II was $20,446. All of the funds required for these
purchases were obtained from the general funds of Gotham and Gotham II,
respectively.
Item 4 is hereby amended to add the following information:
Item 4. Purpose of the Transaction
"On September 8, 1997, the letter attached hereto as Exhibit 8 and
incorporated herein by this reference was sent to Mr. James C. Mastandrea.
"Except to the extent indicated in this Item 4, neither of the Reporting
Persons has any plans or proposals which would relate to or result in any of
the matters set forth in items (a) through (j) of Item 4 of Schedule
13D."
Item 5 is hereby amended to add the following information:
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 2,060,975 Shares (including options to purchase 1,183,150
Shares) as of the date of this Statement, representing an aggregate of
approximately 7.37% of the outstanding Shares of the Company. Gotham II owns
25,925 Shares (including options to purchase 16,850 Shares) as of the date of
this Statement, representing an aggregate of approximately .09%
of the outstanding Shares of the Company. The percentages in this
paragraph are calculated based upon 27,965,298 outstanding Shares as reported
in the Company's Form 10-Q for the quarter ended June 30, 1997.
(b) Each of Gotham and Gotham II has sole power to vote and to dispose
of all of the Common Stock beneficially owned by it.
<PAGE>
Page 5 of 6 Pages
(c) The tables below set forth information with respect to all purchases
and sales of Common Stock by Gotham and Gotham II since June 10, 1997. In
each case, the transactions took place on the New York Stock Exchange.
Gotham
Shares of Common Stock
Date Purchased/(Sold) Price per Share
08/01/97 19,300 $13.3236
08/04/97 9,895 $13.30
08/05/97 49,480 $13.425
08/06/97 6,430 $13.30
08/12/97 495 $13.425
08/13/97 30,575 $13.413
08/14/97 2,965 $13.30
08/15/97 24,740 $13.275
08/18/97 19,790 $13.30
Gotham II
Shares of Common Stock
Date Purchased/(Sold) Price per Share
08/04/97 105 $13.30
08/05/97 520 $13.425
08/06/97 70 $13.30
08/12/97 5 $13.426
08/13/97 325 $13.413
08/14/97 35 $13.30
08/15/97 260 $13.275
08/18/97 210 $13.30
Item 7 is hereby amended to add the following information:
Item 7. Material to be Filed as Exhibits
"8. Letter, dated September 8, 1997, to Mr. James C. Mastandrea".
<PAGE>
Page 6 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.
September 9, 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
September 8, 1997
Mr. James C. Mastandrea
First Union Real Estate Investments
55 Public Square Suite 1900
Cleveland, OH 44113
Dear Jim:
We are disappointed that the only substantive response to our letters to you
is your request of August 20, 1997 for certain information from us. We assume
that your questions about our ownership in First Union relate to the Board's
concern about the Trust maintaining its special tax status. We assume that
you are acting in good faith by addressing these questions to us, rather than
attempting to make it cumbersome for us to work with the Trust in our attempt
to increase shareholder value.
Please be assured that we are well aware of the risks to First Union of a loss
of the Company's REIT status or its favorable paired-share structure. In an
effort to be responsive, we have addressed your questions below.
As of the date hereof, Gotham Partners, L.P., a limited partnership, is the
actual owner of 877,825 common shares of First Union and constructively owns,
within the meaning of Treasury Regulation 1.857-8(c) and Section 544 of the
Internal Revenue Code (through ownership of an option), an additional
1,183,150 common shares. In addition, as of the date hereof Gotham Partners
II, L.P., a limited partnership, is the actual owner of 9,075 common shares of
First Union and constructively owns (as defined above) an additional 16,850
common shares. Neither I nor David Berkowitz, nor any entity under our
control, actually, constructively (as defined above) or beneficially owns any
other equity interests in First Union.
We sincerely hope that now that you have received this information you will
turn to more fundamental issues, in particular, those raised in our July 14,
1997 letter. As we stated in that letter, we would welcome the opportunity to
meet with the Board so that we can discuss our concerns and any proposals we
may have in more detail.
Sincerely,
William A. Ackman
