SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
First Union Real Estate Equity and
Mortgage Investments
(Name of Issuer)
Shares of Beneficial Interest
(Title of Class of Security)
337 400 105
(CUSIP Number)
William A. Scully
c/o Apollo Real Estate Advisors, L.P.
1301 Avenue of the Americas
New York, New York 10019
Telephone: (212) 261-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Patrick J. Foye, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
Telephone: (212) 735-2274
March 4, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or
(4), check the following box: [ ]
Check the following box if a fee is being paid with the
statement: [ ]
SCHEDULE 13D
CUSIP No.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,135,987
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
2,135,987
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,135,987
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO REAL ESTATE ADVISORS II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,135,987
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
2,135,987
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,135,987
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
14 TYPE OF REPORTING PERSON
PN
This Amendment No. 5 amends and supplements the following
Items of the Schedule 13D (the "Schedule 13D") of Apollo Real Estate
Investment Fund II, L.P. and Apollo Real Estate Advisors II, L.P.
originally filed on January 6, 1997 with the Securities and Exchange
Commission with respect to the Shares of Beneficial Interest (the
"Shares") of First Union Real Estate Equity and Mortgage Investments, an
Ohio business trust ("First Union"). Unless otherwise indicated, all
capitalized terms used but not defined herein have the meanings set forth
in the Schedule 13D.
Item 7 is hereby amended by adding the following:
Item 7. Material to be Filed as Exhibits.
The following exhibit is being filed with this Schedule:
1. Letter, dated as of March 4, 1998, from Apollo Real Estate
Advisors, L.P. to First Union.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: March 5, 1998
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
By: Apollo Real Estate Advisors II, L.P.
Managing Member
By: Apollo Real Estate Capital Advisors II, Inc.
General Partner
By: /s/ Michael D. Weiner
___________________________
Name: Michael D. Weiner
Title: Vice President,
Apollo Real Estate Capital
Advisors II, Inc.
APOLLO REAL ESTATE ADVISORS II, L.P.
By: Apollo Real Estate Capital Advisors II, Inc.
General Partner
By: /s/ Michael D. Weiner
______________________________
Name: Michael D. Weiner
Title: Vice President,
Apollo Real Estate Capital
Advisors II, Inc.
[APOLLO REAL ESTATE ADVISORS, L.P.]
March 4, 1998
Trustees of First Union Real Estate
Equity and Mortgage Investments
One Public Square, Suite 1900
Cleveland, OH 44113-1937
Gentlemen:
As you know, Apollo Real Estate Investment Fund II, L.P. ("Apollo") owns
approximately 6.8% of the outstanding shares of Beneficial Interest of
First Union Real Estate Equity and Mortgage Investments (the "Company").
As a large stockholder, we have been carefully following the ongoing proxy
fight and related litigation between Gotham Partners, L.P. ("Gotham") and
the Company.
To date, we have been deeply disappointed in the Company's antagonistic
attitude towards Gotham and the Company's attempts to disenfranchise
Gotham. In addition, it appears that the Company's proposal to increase
the size of its Board of Trustees and not promptly fill such vacancies is a
vehicle to perpetuate management control even in the event that the Company
loses the looming proxy contest. While we write this letter with extreme
reluctance, this is to advise you that we are strongly against this
proposal and, under current circumstances, we would be supportive of the
Gotham initiative in the upcoming vote.
We are increasingly concerned that the Board is receiving inaccurate and
misleading information from management and has been unreasonably shielded
from contact with the Company's largest investors. Accordingly, we
respectfully request a meeting with the Board without management attendance
to discuss the current affairs of the Company and its governance structure.
Under current circumstances, it is our belief that unless the Company's
operations change drastically, the Gotham proposal will carry easily.
We look forward to meeting in the near term with the Board to share our
views as a major shareholder and in that regard wish to remind you that
your primary obligations are to shareholders, rather than management.
Very truly yours,
William A. Scully
cc: James C. Mastandrea
