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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report: July 21, 1998
FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS
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(Exact name of registrant as specified in its charter)
Ohio 1-6249 34-6513657
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 1900, 55 Public Square
Cleveland, Ohio 44113-1937
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 781-4030
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Former name or former address, if changed since last report.
Total number of pages in report 2.
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ITEM 5. OTHER EVENTS.
On June 26, 1998, Registrant, First Union Real Estate Equity and Mortgage
Investments, an Ohio real estate investment trust (the "Trust"), announced that
it signed an amendment to its existing $125 million revolving credit facility,
and that Imperial Parking Limited, the parking affiliate of First Union
Management Inc., signed an amendment to its $34 million (U.S.) credit facility.
The amendments waive violations of certain financial and change of control
covenants in the respective credit facilities.
On July 10, 1998, the Trust commenced a tender offer to purchase all of the
Trust's 8 7/8% Senior Notes due 2003 (the "Notes"). The Trust is also soliciting
consents from noteholders to amend the Indenture to, among other things, remove
significant restrictive covenants contained therein and to terminate the listing
of the Notes on NYSE.
ITEM 7. EXHIBITS.
(99c) Press Release issued June 26, 1998 announcing bank waivers of
certain violations under existing credit facilities.
(99d) Press Release issued July 10, 1998 announcing commencement of
tender offer to purchase the Notes .
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
First Union Real Estate Equity
and Mortgage Investments
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(Registrant)
Dated: July 21, 1998
By: /s/ Paul F. Levin
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Paul F. Levin
Senior Vice President
Secretary and General Counsel
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99c Press Release issued by Registrant on June 26, 1998.
99d Press Release issued by Registrant on July 10, 1998.
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Exhibit 99c
CONTACT: First Union Real Estate Investments
Thomas T. Kmiecik, 216/781-4030
June 26, 1998 -- First Union Real Estate Investments (NYSE:FUR) today
announced that the Trust has signed an amendment to its existing $125 million
revolving credit facility, and that Imperial Parking Limited, the parking
affiliate of First Union Management Inc., has signed an amendment to its $34
million (U.S.) credit facility. The amendments waive violations of certain
financial and change in control covenants. The Trust's change in control
covenant violations occurred on May 26, 1998 as a consequence of certain changes
in the composition of the Board of Trustees, which resulted from the conclusion
of a proxy contest. Imperial Parking's violations of bank covenants resulted
from the change in control and from losses at Imperial's VenTek manufacturing
subsidiary. The bank waivers enable First Union to write-off one-time,
non-recurring expenses without triggering an event of default. These expenses
will result in a loss of approximately $18.9 million for the second quarter,
approximately $17.5 million of which was incurred in conjunction with the recent
proxy contest. First Union Real Estate Investments is a real estate investment
trust (REIT) headquartered in Cleveland, Ohio, and traded on the New York Stock
Exchange.
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Exhibit 99d
CONTACT: Edward McCarthy of Beacon Hill Partners, 800-755-5001
First Union Real Estate Equity and Mortgage Investments (NYSE: FUR)
announced today it is offering to purchase for cash all of its outstanding
8-7/8% Senior Notes due 2003. There is currently outstanding, in the aggregate,
$100 million of Notes. Concurrently with the Tender Offer, First Union is
conducting a Consent Solicitation in order to effect certain changes to the
indenture relating to the Senior Notes and to terminate the listing of the Notes
on the NYSE.
Aggregate consideration to Noteholders that tender and consent will be
$1,000 per $1,000 principal amount plus accrued and unpaid interest to the
acceptance date. Such amount will consist of $970 per $1,000 principal amount
plus accrued and unpaid interest for tendered notes and $30 per $1,000 principal
amount for Noteholders providing their consent by July 27, 1998, unless
extended. The Consent Solicitation and the Tender Offer will expire at 5:00
p.m., New York City time on Thursday August 6, 1998, unless extended. First
Union has entered into an agreement with a holder of approximately 30% of the
outstanding Notes pursuant to which the holder has agreed to tender its Notes
into the Offer and deliver its consent.
Beacon Hill Partners, Inc. is acting as Information Agent (Contact: Edward
McCarthy, 800-755-5001).
First Union Real Estate Investments is a real estate investment trust
(REIT) headquartered in Cleveland, Ohio, and traded on the New York Stock
Exchange.
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