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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] 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: ...............................................
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(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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FIRST UNION REAL ESTATE INVESTMENTS
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AT THE COMPANY IN CLEVELAND IN CHICAGO IN NEW YORK
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Thomas T. Kmiecik Stanley L. Ulchaker Peter Wentz Arthur Gormley
Senior Vice President Edward Howard & Co. Dilenschneider Group Dilenschneider Group
(216) 781-4030 (216) 781-2400 (312) 553-0700 (212) 922-0900
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FOR IMMEDIATE RELEASE
COURT DENIES GOTHAM BID TO
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SET PROCEDURES FOR FIRST UNION SPECIAL MEETING
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CLEVELAND, OHIO, MAY 15, 1998 -- FIRST UNION REAL ESTATE INVESTMENTS (NYSE:FUR)
announced today that an Ohio state court rejected a motion by Gotham Partners
that procedures favorable to Gotham be used at the Trust's upcoming special
meeting of shareholders.
First Union had opposed Gotham's motion on the grounds that the suggested
procedures would have favored Gotham at the expense of other shareholders. First
Union also stated that it would continue to press its motion for sanctions
against Gotham because it believes Gotham's motion was frivolous and had no
basis in law or fact.
First Union's allegations supporting its motion for sanctions, stated in its
press release yesterday, are before the Ohio court, and will ruled upon there.
First Union also indicated that it was continuing its investigation to confirm
its belief, based on trading records and its market surveillance, that a
customer of Bear Stearns "borrowed" stock on the record date for the upcoming
special meeting of shareholders. First Union believes Gotham is a customer of
Bear Stearns.
Last week, a well-respected institutional advisory group, Institutional
Shareholder Services, advised its clients against approving the Gotham proposal
to take control of First Union, although it agreed that Gotham could contribute
to the Board in a minority position.
First Union Real Estate Investments is a unique stapled-stock real estate
investment trust (REIT) headquartered in Cleveland, Ohio and traded on the NYSE.
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