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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report: April 30, 1999
First Union Real Estate Equity and Mortgage Investments
(Exact name of registrant as specified in its charter)
Ohio 1-6249 34-6513657
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
Suite 1900, 55 Public Square
Cleveland, Ohio 44113-1937
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 781-4030
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Former name or former address, if changed since last report
Total number of pages in report: 3
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ITEM 5. OTHER EVENTS
First Union Real Estate Equity and Mortgage Investments (the
"Company") has entered into amendments to its (1) Amended and Restated
Credit Agreement, dated as of November 1, 1997, among the Company, First
Union Management, Inc., the lenders party thereto, and National City Bank,
as Administrative Agent for the lenders, (2) Fixed Rate Loan Agreement,
dated as of August 11, 1998, among the Company, BankBoston, N.A., Wellsford
Capital and Bankers Trust Company, as lenders, and Bankers Trust Company,
as Agent for the lenders, and (3) Fixed Rate Loan Agreement, dated as of
August 11, 1998, among the Company, Blackacre Bridge Capital, L.L.C.,
Gotham Partners, L.P., Gotham Partners III, L.P. and Elliott Associates,
L.P., as lenders, and Bankers Trust Company, as Agent for the lenders.
Copies of the amendments have been filed as Exhibits 99(a), 99(b) and 99(c)
hereto.
In connection with the Company's rights offering (the "Rights
Offering") as described in the Company's Prospectus, dated April 13, 1999,
as supplemented by the Prospectus Supplement, dated April 21, 1999, the
Company has entered into a letter agreement with Gotham Partners, L.P.,
Gotham Partners III, L.P. and Gotham Partners International, Ltd.
(collectively, "Gotham") that sets forth the terms of Gotham's agreement to
act as a standby purchaser in the Rights Offering. Such terms include the
Company's agreement to enter into a registration rights agreement with
respect to the registration for resale of common shares purchased by Gotham
in the Rights Offering. The Company has agreed to pay for the expenses
relating to any such resale other than underwriting commissions, if any. A
copy of the letter agreement has been filed as Exhibit 99(d) hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following are filed as exhibits hereto:
Exhibit No. Description
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99(a) Amendment No. 3, dated as of
March 1, 1999, to Amended and
Restated Credit Agreement, dated as
of November 1, 1997, among the
Company, First Union Management,
Inc., the lenders party thereto, and
National City Bank, as Administrative
Agent for the lenders.*
99(b) Second Amendment of Fixed Rate
Loan Agreement, dated as of April 19,
1999, among the Company, BankBoston,
N.A., Wellsford Capital and Bankers
Trust Company, as lenders, and
Bankers Trust Company, as Agent for
the lenders.*
99(c) Second Amendment of Fixed Rate
Loan Agreement, dated as of April 19,
1999, among the Company, Ableco
Finance LLC, for its own account and
as agent for the other lenders,
Gotham Partners, L.P., Gotham
Partners III, L.P. and Elliott
Associates, L.P., as lenders, and
Bankers Trust Company, as Agent for
the lenders.*
99(d) Letter Agreement, dated April
19, 1999, among the Company, Gotham
Partners, L.P., Gotham Partners III,
L.P. and Gotham Partners
International, Ltd. Previously filed
and incorporated herein by reference
from the Registrant's Current Report
on Form 8-K filed on April 29, 1999.*
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* Previously filed and incorporated herein by reference from the
Registrant's Current Report on Form 8-K filed on April 29, 1999.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on behalf of
the undersigned hereunto duly authorized.
First Union Real Estate Equity
and Mortgage Investments
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(Registrant)
Dated: April 30, 1999 By: /s/Gregory C. Scott
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Gregory C. Scott
Controller
