SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
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(Name of Issuer)
Common Shares of Beneficial Interest, par value $1.00 per share
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(Title of Class of Securities)
337400105
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein, Sandler, Kohl,
28th Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 421-2600 Roseland, New Jersey 07068
(973) 992-8700
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
February 6, 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 l3G 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. [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-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).
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,602,327*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 5.7%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 348,000 common shares (1.2%) of First Union Real Estate Equity and Mortgage
Investments are owned by Cerberus Partners, L.P., a limited partnership
organized under the laws of Delaware ("Cerberus"). 869,931 common shares
(3.1%) of First Union Real Estate Equity and Mortgage Investments are
deemed owned by Cerberus International, Ltd., a corporation organized under
the laws of the Bahamas ("International"). 70,300 common shares (0.2%) of
First Union Real Estate Equity and Mortgage Investments are owned by Ultra
Cerberus Fund, Ltd., a corporation organized under the laws of the Bahamas
("Ultra"). Stephen Feinberg possesses sole voting and investment control
over all securities of First Union Real Estate Equity and Mortgage
Investments owned by Cerberus, International and Ultra. In addition,
314,096 common shares (1.1%) of First Union Real Estate Equity and Mortgage
Investments are owned by various other persons and entities for which
Stephen Feinberg possess certain investment authority. See Item 5 for
further information.
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Item 1. Security and Issuer.
This statement relates to the common shares of beneficial interest,
par value $1.00 per share (the "Shares"), of First Union Real Estate Equity and
Mortgage Investments (the "Company"), whose principal executive offices are
located at Suite 1900, 55 Public Square, Cleveland, Ohio 44113-1937.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg
serves as (i) the managing member of Cerberus Associates, L.L.C., the general
partner of Cerberus Partners, L.P. ("Cerberus"), and (ii) the investment manager
for each of Cerberus International, Ltd. ("International"), Ultra Cerberus Fund,
Ltd. ("Ultra") and certain other private investment funds (the "Funds").
Cerberus, International, Ultra and the Funds are engaged in the investment in
personal property of all kinds, including but not limited to capital stock,
depository receipts, investment companies, mutual funds, subscriptions,
warrants, bonds, notes, debentures, options and other securities of whatever
kind and nature.
Mr. Feinberg has never been convicted in any criminal proceeding, nor
has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. Mr. Feinberg is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase securities of the Company on behalf of
Cerberus, International, Ultra and the Funds come directly from the assets of
Cerberus, International, Ultra and the Funds, respectively.
Item 4. Purpose of Transaction.
The acquisition of the securities referred to in Item 5 is for
investment purposes on behalf of Cerberus, International, Ultra and the Funds,
respectively, and Stephen Feinberg has no present plans or intentions which
relate to or would result in any of the transactions required to be described in
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1997, as of September 30,
1997 there were issued and outstanding 28,137,441 Shares. As of February 6,
1998, Cerberus owned 348,000 of such Shares, or 1.2% of those deemed outstanding
for the purpose hereof; International owned 769,000 of such Shares (and 30,500
preferred shares of beneficial interest of the Company (the "Preferred Shares"),
which such 30,500 Preferred Shares are, in the aggregate, convertible into
100,827 Shares, resulting in International owning for the purpose hereof 869,931
Shares), or 3.1% of those deemed outstanding for the purpose hereof; Ultra owned
70,300 of such Shares, or 0.2% of those deemed outstanding for the purpose
hereof and the Funds in the aggregate owned 314,096 of such Shares, or 1.1% of
those deemed outstanding for the purpose hereof. Stephen Feinberg possesses (i)
sole power to vote and direct the disposition of all securities of the Company
owned by each of Cerberus, International and Ultra and (ii) power to direct the
disposition of the securities of the Company owned by the Funds. The following
table sets forth the transactions by each of Cerberus, International, Ultra and
the Funds in securities of the Company during the past sixty days, each of which
were effected in an ordinary broker's transaction.
Cerberus Partners, L.P.
Date Quantity Price
(Purchases)
January 30, 1998 34,100 $11.82
February 3, 1998 36,600 11.35
February 4, 1998 5,000 11.45
February 5, 1998 59,000 11.50
February 6, 1998 46,000 10.69
(Sales)
February 2, 1998 10,300 $11.48
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Cerberus International, Ltd.
Date Quantity Price
(Purchases)
January 30, 1998 44,000 $11.82
February 3, 1998 80,100 11.35
February 4, 1998 11,000 11.45
February 5, 1998 130,000 11.50
February 6, 1998 102,000 10.69
(Sales)
February 2, 1998 13,000 $11.48
Ultra Cerberus Fund, Ltd.
Date Quantity Price
(Purchases)
January 30, 1998 7,000 $11.82
February 3, 1998 7,400 11.35
February 4, 1998 1,000 11.45
February 5, 1998 12,000 11.50
February 6, 1998 9,000 10.69
(Sales)
February 2, 1998 2,100 $11.48
The Funds
Date Quantity Price
(Purchases)
January 30, 1998 65,000 $11.82
February 3, 1998 32,800 11.35
February 4, 1998 4,500 11.45
February 5, 1998 53,000 11.50
February 6, 1998 41,000 10.69
(Sales)
February 2, 1998 19,200 $11.48
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Stephen Feinberg and
any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
February 16, 1998
/s/ Stephen Feinberg
Stephen Feinberg, in his capacity as
the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.,
and as the investment manager for
each of Cerberus International,
Ltd., Ultra Cerberus Fund, Ltd. and
the Funds
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
