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 |_|
Filed by a party other than the registrant |X|
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)
Payment of filing fee (Check the appropriate box):
|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:
|_| 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:
FOR IMMEDIATE RELEASE
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Contacts: Bill Ackman or George Sard/David Reno/Fred Bratman
David Berkowitz Sard Verbinnen & Co
Gotham Partners (212) 687-8080
(212) 286-0300
ALEX. BROWN REPORT SAYS RECENT MEETING WITH GOTHAM PARTNERS
YIELDS POSITIVE OUTLOOK SHOULD GOTHAM WIN
FIRST UNION REAL ESTATE PROXY FIGHT
REPORT TARGETS SHARE PRICE OF UP TO $13 IF GOTHAM IS SUCCESSFUL,
TARGET OF $7 IF CURRENT MANAGEMENT PREVAILS
NEW YORK, MAY 13, 1998 -- Gotham Partners said today that BT Alex.
Brown Incorporated issued an analyst report on May 11th after meeting with
Gotham indicating that they were "impressed with Gotham's plans..." for
First Union Real Estate (NYSE:FUR) and "more assured that the [Gotham]
principals had relationships such that First Union would be provided access
to a deal pipeline of attractively priced opportunities."
BT Alex. Brown indicated in the report that they believed that the
stock would appreciate substantially from current levels if Gotham is
successful, and indicated that the stock price would drop significantly in
the event First Union management wins the proxy battle:
"Should Gotham lose, we are reiterating our existing price
target of $7 and earnings estimates. Should Gotham be
successful, we believe the principals at Gotham will move
quickly to realize stockholder value, either via selective
asset sales or a rapid expansion program. Assigning target
prices or earnings estimates under such a scenario is
difficult at best, but it appears likely the dilution from
both the above average general and administrative costs and
the manufacturing arm of Imperial Parking could be
eliminated, resulting in an improvement to our estimates of
FFO per share to roughly $0.80 from $0.70 (all else being
equal), but with the real upside expected to result from
what could be a more expansive acquisition program coupled
with likely asset sales, which could drive the stock price
to the $13 level, or 16 times our potentially revised 1999
estimate of FFO per share."
The report indicates that within the past three years, BT Alex. Brown
or a predecessor has managed or co-managed a public offering of First Union
securities. BT Alex. Brown has consented to the use of its report in
Gotham's public statements and filings.
Gotham has proposed expanding First Union's Board of Trustees from
nine to 15 members, and has nominated a slate to fill the nine seats that
would be up for election at the May 19th special meeting if the proposal is
adopted. If you have any questions, please call Bill Ackman, David
Berkowitz or David Klafter at Gotham Partners at 212-286-0300.
Gotham Partners is a private New York investment partnership. First
Union is a stapled-stock real estate investment trust (REIT).
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