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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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<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] 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: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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The following table sets forth, according to publicly available information on
file with the Securities and Exchange Commission (the "Commission") as of the
dates indicated, information concerning each person known by First Union to be
the beneficial owner of more than 5% of the Shares of First Union:
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AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP CLASS
---------------- --------- -----
<S> <C> <C>
Franklin Resources, Inc. 2,900,418 (1) 9.18%
777 Mariners Island Blvd.
San Mateo, CA 94404
Charles B. Johnson
777 Mariners Island Blvd.
San Mateo, CA 94404
Rupert H. Johnson
777 Mariners Island Blvd.
San Mateo, CA 94404
Franklin Mutual Advisors, Inc.
51 John F. Kennedy Parkway
Short Hills, NJ 07078
Franklin Mutual Series Fund, Inc.
51 John F. Kennedy Parkway
Short Hills, NJ 07078
Gotham Partners, L.P. 2,920,300 (2) 9.24%
Gotham Partners II, L.P.
Gotham International Advisors, L.L.C.
110 East 42nd St.
New York, New York 10017
Apollo Real Estate Investment Fund II, L.P. 2,135,987 (3) 6.76%
Apollo Real Estate Advisors II, L.P.
1301 Avenue of the Americas
New York, New York 10019
Stephen Feinberg 1,602,327 (4) 5.07%
Cerberus Partners L.P.
Cerberus International Ltd.
Ultra Cerberus Fund, Ltd.
Certam Private Funds
450 Park Avenue, 28th Floor
New York, New York 10022
</TABLE>
(1) The information regarding this holder, together with information on the
holdings of Franklin Mutual Advisors, Inc. ("FMAI"), Franklin Mutual
Series Fund, Inc., Charles B. Johnson and Rupert H. Johnson, was
received by First Union through the filing of a Schedule 13D with the
Commission on or about February 23, 1998. Collectively, the persons
reported in such Schedule 13D filing may be deemed to own beneficially
an aggregate of 2,900,418 Shares. FMAI has sole voting and dispositive
power with respect to such Shares.
(2) The information regarding this holder was received by First Union
through the filing of a Schedule 13D filed with the Commission on
April 1, 1998.
(3) The information regarding this holder was received by First Union
through the filing with the Commission of a Schedule 13D,
as amended through March 5, 1998.
(4) The information regarding this holder was received by First Union
through the filing with the Commission of a Schedule 13D on
February 17, 1998.
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