UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 28)
First Union Real Estate Equity and Mortgage Investments
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(Name of Issuer)
Shares of Beneficial Interest, $1.00 par value
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(Title of Class of Securities)
337400105
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(CUSIP Number)
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8140
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 20, 1998
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(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).
SCHEDULE 13D
CUSIP No. 337400105 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gotham Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(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, U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,601,951 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,601,951 Shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,601,951 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.23%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS
SCHEDULE 13D
CUSIP No. 337400105 Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gotham Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(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, U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 30,449 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 30,449 Shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,449 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS
SCHEDULE 13D
CUSIP No. 337400105 Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gotham International Advisors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 415,400 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 415,400 Shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,400 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.31%
14 TYPE OF REPORTING PERSON*
00;1A
*SEE INSTRUCTIONS
This Amendment No. 28 amends and supplements the Statement on Schedule
13D (the "Schedule 13D") relating to the shares of Beneficial Interest, par
value $1.00 per share, of First Union Real Estate Equity and Mortgage
Investments, an Ohio business trust, previously filed by Gotham Partners,
L.P. ("Gotham"), Gotham Partners II, L.P., both New York limited
partnerships, and Gotham International Advisors, L.L.C., a Delaware limited
liability company. Capitalized terms used and not defined in this Amendment
have the meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Schedule 13D.
Item 4 is hereby amended to add the following information:
"Item 4. Purpose of the Transaction
On April 20, 1998, Gotham issued a press release. A copy of such press
release is attached as Exhibit 50 hereto and incorporated herein by this
reference."
Item 7 is hereby amended to add the following information:
"Item 7. Material to be Filed as Exhibits
50. Press release dated April 20, 1998."
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.
April 21, 1998
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.,
its general partner
By: Karenina Corporation,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
----------------------------
William A. Ackman
President
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: Karenina Corporation,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
----------------------------
William A. Ackman
President
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
----------------------------
David P. Berkowitz
President
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ William A. Ackman
---------------------------------
William A. Ackman
Senior Managing Member
By: /s/ David P. Berkowitz
---------------------------------
David P. Berkowitz
Senior Managing Member
EXHIBIT 50
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
GOTHAM PARTNERS DENIES IT IS IN
DISCUSSIONS WITH FIRST UNION REAL ESTATE
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GOTHAM SAYS FIRST UNION BOARD HAS FIDUCIARY DUTY TO ALLOW SHAREHOLDERS
TO DETERMINE COMPANY'S FATE AT MAY 19 SPECIAL MEETING
New York, April 20, 1998 -- Gotham Partners, L.P. today announced
that, contrary to false and misleading statements by First Union Real
Estate Investments (NYSE:FUR), Gotham is not engaged in any discussions
with the First Union Board of Trustees or management or a recently formed
special committee of the Board. Gotham is one of First Union's largest
shareholders.
On Friday April 17, First Union issued a press release claiming it
had formed a special committee of its Board to evaluate alternatives for
the company, retained Credit Suisse First Boston in an expanded capacity to
assist in that process, and stated that the committee has been talking to
Gotham and other large First Union shareholders who support Gotham's
proposals. Gotham has had no contact with the committee except for one
discussion with a committee member several weeks ago. In that discussion,
Gotham refused to entertain any settlement proposal that did not give it
the right to immediately designate a majority of the members of the Board.
There is no current dialogue between Gotham and the committee or the
Company, other than in connection with court proceedings.
First Union's announcement provides no details as to how Credit
Suisse First Boston's role has been expanded. If Credit Suisse First Boston
is seeking an acquirer for the Company, Gotham urges the Company's
independent trustees to reject any alternative involving a forced sale of
First Union at a small premium to current market value. In light of the
uncertainty associated with the Company's paired-share structure, the
deteriorating financial performance of the Company under current
management, and the hurried nature of a sale in such close proximity to the
May 19 special meeting of shareholders (at which Gotham expects that its
nominees will be elected to a majority of the seats on the Company's
Board), Gotham believes now is the wrong time to sell.
In Gotham's view, the Company's current trustees owe a fiduciary duty
to shareholders to permit them to determine the course of the Company at
the May 19 shareholder meeting.
Gotham continues to believe that the only way for First Union
shareholders to attain maximum value for their shares is to vote in favor
of Gotham's proposals at the May 19 shareholder meeting. Among other items,
Gotham has proposed an alternative slate of directors which intend to make
changes in the senior management and business plan of First Union.
BACKGROUND
Gotham has been a shareholder of First Union since 1996. 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.
As a result, Gotham is soliciting proxies to replace the entire class
of three First Union Trustees up for election at the May 19 meeting, which
includes First Union chairman and chief executive officer James C.
Mastandrea, with Gotham nominees William A. Ackman and David P. Berkowitz,
both principals 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. If all of 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.
Under court order, First Union is required to hold a shareholder
meeting on May 19 in lieu of its 1998 annual meeting, which was originally
scheduled for April 14, 1998 but was cancelled by the Company. The court
has also ordered First Union not to provide any new employment benefits or
compensation outside the ordinary course of business and has prohibited
First Union from any transfer of assets not for fair market value prior to
the election and seating of directors.
Gotham Partners is a private New York investment partnership. First
Union is a stapled-stock real estate investment trust (REIT).
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