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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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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)(4) 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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FIRST UNION REALTY ESTATE INVESTMENTS
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AT THE COMPANY IN CLEVELAND, OHIO
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Thomas T. Kmiecik Stanley L. Ulchaker
Senior Vice President and Treasurer Edward Howard & Co.
(216) 781-4030 (216) 781-2400
FOR IMMEDIATE RELEASE
FIRST UNION ANNOUNCES COURT RULING
----------------------------------
CLEVELAND, OHIO, MARCH 27, 1998 --- FIRST UNION REAL ESTATE INVESTMENTS
(NYSE: FUR) announced today that the Cuyahoga County Common Pleas Court
declined today to issue a preliminary injunction that would have clarified
procedures and voting rights at the Trust's Annual Meeting.
James C. Mastandrea, Chairman and Chief Executive Officer of the Trust, stated,
"It's unfortunate that Gotham prevailed in this round as it only means further
costly time delays and expense to the Trust. We will have to continue the
litigation to get the real decision about the Trust's rights and duties."
Gotham takes the position in its court filings that nothing done in the state
court is final, and the entire issue will have to be reconsidered in the pending
federal case.
Mastandrea continued, "Our position remains the same. As we have said in our
federal court complaint, a group of hostile shareholders, led by Gotham, wants
to take over control of the Board without following the Trust's long-established
rules. In our view their proposal to pack the Board with nine of their own
people is not allowed under the Declaration of Trust."
Mastandrea continued, "The Board has worked hard to settle this situation. It is
blatantly unfair to allow Gotham, an 8.3% shareholder, to choose nine nominees.
The Board of Trustees met twice with representatives of Gotham and once with
representatives of Apollo. We believe the fairest approach is to build a
consensus slate that reflects representation by several of our large
shareholders."
Month-long settlement discussions broke down on announcement yesterday that a
bill had been introduced in the House and Senate that would curb the tax
advantages of paired-share REITs. An article in The Wall Street Journal today
states that the legislation is almost certain to be enacted.
The Trust also announced that it has postponed its Annual Meeting and record
date. Thomas T. Kmiecik, Senior Vice President and Treasurer of First Union,
stated, "We had held off sending out our own proxy materials in hopes of
reaching a settlement. In fact, last Friday night we reached an agreement in
principle in the Judge's chambers. Now, we'll send out our proxy statement, and
we need to give shareholders time to consider their choices."
First Union Real Estate Investments is a unique stapled-stock real estate
investment trust (REIT) headquartered in Cleveland, Ohio, and traded on the
NYSE.
