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
David Berkowitz Sard Verbinnen & Co
Gotham Partners (212) 687-8080
(212) 286-0300
OHIO COURT ORDERS FIRST UNION NOT TO INCREASE COMPENSATION
AND BENEFITS OR SELL ASSETS BEFORE SHAREHOLDER VOTE ON DIRECTORS
REQUIRES CANCELED SHAREHOLDER MEETING BE HELD ON MAY 19
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NEW YORK, April 1, 1998 - Gotham Partners, L.P. today announced that
pursuant to an agreement between Gotham and First Union Real Estate
Investments (NYSE:FUR), the Court of Common Pleas, Cuyahoga County, Ohio,
has 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 value prior to the
election and seating of directors. Under the order, First Union is required
to distribute Gotham's proxy materials in compliance with Federal proxy
rules, which First Union had previously refused to do. Gotham is one of
First Union's largest shareholders.
In addition, the Court ordered First Union to hold a special meeting
of shareholders on May 19, 1998 in lieu of the 1998 annual meeting. The
record date for the meeting will be April 28. First Union's annual meeting
of shareholders was scheduled for April 14, but was canceled by First Union
last week when the same Ohio Court ruled against First Union and in favor
of allowing Gotham's proposal to proceed. Among other items, Gotham has
proposed an alternative slate of directors.
In last week's decision, Judge Timothy J. McGinty stated, "First
Union's management's efforts to disenfranchise Gotham do not appear to be
designed to protect First Union's REIT status but rather management."
Gotham is soliciting proxies to replace the entire class of three
First Union Trustees up for election at this year's annual 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.
If elected, the Gotham nominees intend to propose changes in the
senior management of First Union and explore other alternatives to maximize
shareholder value.
Gotham Partners is a private New York investment partnership. First
Union is a stapled-stock real estate investment trust (REIT).
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