UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 34)
First Union Real Estate Equity and Mortgage Investments
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(Name of Issuer)
Shares of Beneficial Interest, $1.00 par value
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(Title of Class of Securities)
337400105
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(CUSIP Number)
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8475
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 21, 1999
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(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 schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b)
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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Schedule 13D Forms
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CUSIP No. 337400105 13D Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Gotham Partners, 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
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,324,914 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 4,324,914 Shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,324,914 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.85%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D Forms
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CUSIP No. 337400105 13D Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Gotham International Advisors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
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 1,429,370 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,429,370 Shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,429,370 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.25%
14 TYPE OF REPORTING PERSON*
00; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D Forms
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CUSIP No. 337400105 13D Page 4 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Gotham Partners, III 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
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 78,376 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 78,376 Shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,376 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.18%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 34 (the "Amendment") amends and supplements the
Statement on Schedule 13D, as amended (the "Schedule 13D") relating to the
shares of beneficial interest, par value $1.00 per share (the "Shares"), of
First Union Real Estate Equity and Mortgage Investments, an Ohio business
trust (the "Issuer"), previously filed by Gotham Partners, L.P. ("Gotham"),
Gotham Partners II, L.P. ("Gotham II") and Gotham Partners III, L.P.
("Gotham III"), New York limited partnerships, and Gotham International
Advisors, L.L.C. ("Gotham Advisors"), a Delaware limited liability company.
This Amendment is being filed to update the Schedule 13D in light of
certain recent events. Capitalized terms used and not defined in this
Amendment have the meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add the following information:
(a) Gotham owns 4,324,914 Shares, representing an aggregate of
approximately 9.85% of the issued and outstanding Shares of the Issuer.
Gotham III owns 78,376 Shares, representing an aggregate of approximately
0.18% of the outstanding Shares of the Issuer. Gotham International owns
1,429,370 Shares, representing an aggregate of approximately 3.25% of the
outstanding Shares of the Issuer. The combined interest of Gotham, Gotham
III and Gotham International is 5,832,660 Shares, representing an aggregate
of approximately 13.28% of the outstanding Shares of the Issuer. None of
Section H Partners, L.P., Karenina Corporation, DPB Corporation, Mr.
Ackman, Mr. Berkowitz or Gotham Advisors beneficially owns any Shares
(other than the Shares beneficially owned by Gotham, Gotham III, and Gotham
International).
(b) Each of Gotham and Gotham III has the sole power to vote and to
dispose of all of the Shares beneficially owned by it. Pursuant to the
Investment Management Agreement, Gotham Advisors currently has the power to
vote and to dispose of all of the Shares beneficially owned by Gotham
International.
(c) On May 21, 1999, the rights offering which commenced on April 21,
1999 by the Issuer was completed. Pursuant to the rights offering, Gotham
purchased 1,661,399 Shares, Gotham III purchased 19,491 Shares and Gotham
International purchased 613,970 Shares, each at a purchase price of $4.00
per Share. Additionally, on May 21, 1999, in a privately negotiated
transaction, Gotham purchased 457,000 Shares and Gotham III purchased
33,000 Shares at a purchase price of $5.3275 per Share.
(d) and (e) Not applicable.
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
May 24, 1999
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.,
its general partner
By: Karenina Corporation,
a general partner of Section
H Partners, L.P.
By: /s/ William A. Ackman
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William A. Ackman
President
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GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.,
its general partner
By: Karenina Corporation,
a general partner of Section H
Partners, L.P.
By: /s/ William A. Ackman
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William A. Ackman
President
GOTHAM INTERNATIONAL
ADVISORS, L.L.C.
By: /s/ William A. Ackman
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William A. Ackman
Senior Managing Member
