SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the registrant |_|
Filed by a party other than the registrant |X|
Check the appropriate box:
|_| Preliminary proxy statement |_| Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
|_| Definitive proxy statement
|X| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
First Union Real Estate Equity and Mortgage Investments
-------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Gotham Partners, L.P.
-------------------------------------------------------
(Name of Person Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
FOR IMMEDIATE RELEASE
- ---------------------
Contacts: Bill Ackman or George Sard/David Reno/Fred Bratman
David Berkowitz Sard Verbinnen & Co
Gotham Partners (212) 687-8080
(212) 286-0300
INSTITUTIONAL SHAREHOLDER SERVICES RECOMMENDS VOTE AGAINST
FIRST UNION REAL ESTATE CHAIRMAN AT MAY 19 MEETING
ISS RECOMMENDS VOTE FOR GOTHAM'S NOMINEES
NEW YORK, MAY 12, 1998 - Institutional Shareholder Services (ISS), an
independent proxy advisory firm, recommended in a report issued on May 7,
1998 that shareholders vote against First Union Real Estate's (NYSE:FUR)
Chairman James C. Mastandrea and First Union's other nominees for the three
board seats up for election at the Company's May 19, 1998 meeting. ISS
recommended that shareholders vote in favor of the Gotham nominees for the
three seats, and recommended against an expansion of the Board.
In the report, ISS commented on First Union's attempts to
disenfranchise Gotham:
"Disenfranchising a shareholder is a serious matter. The fact
that the board construes the declaration [of trust] to give it
license to selectively seek a high degree of disclosure, to judge
fulfillment, and to wield sanctions on all of the holder's shares
should rouse fear in the heart of any shareholder. Such broad
authority in the hands of any board is both arbitrary and
reckless."
Gotham believes that leaving the existing board in control will lead
to the continued destruction of shareholder value. In light of the poor
performance of the Company, strong measures are required to restore and
create future value for shareholders. The existing board and management
have had five years to create future value for shareholders, and despite
the extraordinary performance of nearly every real estate asset class and
real estate investment trust during this period, management and the board
have failed to create any value for shareholders.
Gotham urges shareholders to support its proposals at the special
meeting on May 19. Shareholders who have questions should contact Bill
Ackman, David Berkowitz or David Klafter at Gotham Partners at
212-286-0300.
Gotham Partners is a private New York investment partnership. First
Union is a stapled-stock real estate investment trust (REIT).
