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 |_|
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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
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(Name of Registrant as Specified in Its Charter)
Gotham Partners, L.P.
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(Name of Person Filing Proxy Statement)
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|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:
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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:
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For Immediate Release
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Contacts: Bill Ackman or George Sard/David Reno
David Berkowitz Sard Verbinnen & Co.
Gotham Partners (212) 687-8080
(212) 286-0300
OHIO COURT RULES IN FAVOR OF GOTHAM PARTNERS
IN PROXY CHALLENGE FOR FIRST UNION REAL ESTATE
Gotham To Proceed With Proxy Contest To Elect New Trustees Of First Union
NEW YORK, March 27, 1998 - Gotham Partners, L.P. today announced that
the Court of Common Pleas, Cuyahoga County, Ohio, has ruled against First
Union Real Estate Investments' (NYSE:FUR) attempt to enjoin Gotham from
presenting an alternative slate of directors for election at First Union's
annual meeting and prevent Gotham from voting its shares. The First Union
annual meeting is scheduled for April 14, 1998. Gotham Partners is one of
First Union's largest shareholders. First Union is a stapled-stock real
estate investment trust (REIT).
In his decision, Judge Timothy J. McGinty stated:
"The evidence adduced at this hearing demonstrated that the efforts of
First Union's management following Gotham's July 14, 1997 letter were
primarily motivated by a desire to derail Gotham's efforts to change the
Company's course and replace top management. First Union's management's
efforts to disenfranchise Gotham do not appear to be designed to protect
First Union's REIT status but rather management. All shareholders should
have a fair opportunity to decide the direction of their corporation at the
April 14, 1998 annual meeting."
On July 14, 1997, Gotham sent a letter to the First Union Board of
Trustees expressing its strong concerns about management and the strategic
direction of the Company and requesting a meeting with the Board of
Trustees. The First Union Board of Trustees refused and despite numerous
subsequent efforts by Gotham has continued to refuse to address Gotham's
concerns.
William A. Ackman, a principal of Gotham Partners, said, "We are very
pleased by the Court's decision and believe it is a victory for all First
Union shareholders. First Union's tactics were clearly seen for what they
are -- a blatant attempt to entrench senior management at all costs by
disenfranchising shareholders. We intend to proceed with our efforts to
elect new Trustees of First Union and look forward to the vote on April 14.
If victorious, we will work hard on behalf of all shareholders to maximize
the value inherent in First Union."
Gotham is soliciting proxies to replace the entire class of three
First Union Trustees up for election at this year's annual meeting, which
includes First Union chairman and chief executive officer James C.
Mastandrea, with Gotham nominees Ackman, David P. Berkowitz, also a
principal of Gotham Partners, and James A. Williams, chairman of Michigan
National Bank. Gotham is also proposing to increase the size of the First
Union Board of Trustees from nine members to 15 members and to fill the six
new seats with Gotham nominees. In its ruling, the Court found no grounds
to invalidate any of Gotham's proposals or any of its nominees for election
to the First Union Board of Trustees. If all the Gotham proposals are
approved by First Union shareholders and its nominees elected, the Gotham
nominees would hold nine of the 15 seats on the First Union Board.
If elected, the Gotham nominees intend to propose changes in the
senior management of First Union and explore other alternatives to maximize
shareholder value.
Gotham Partners is a private New York investment partnership.
