UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 36)
First Union Real Estate Equity and Mortgage Investments
----------------------------------------------------------------------------
(Name of Issuer)
Shares of Beneficial Interest, $1.00 par value
----------------------------------------------------------------------------
(Title of Class of Securities)
337400105
--------------------------------------------------
(CUSIP Number)
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8140
----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 15, 2000
---------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-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).
<PAGE>
SCHEDULE 13D
CUSIP No. 337400105 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 3,853,158
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,853,158
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,853,158
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.39%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS
<PAGE>
SCHEDULE 13D
CUSIP No. 337400105 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 1,431,664
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,431,664
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,431,664
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.49%
14 TYPE OF REPORTING PERSON*
00;IA
*SEE INSTRUCTIONS
<PAGE>
SCHEDULE 13D
CUSIP No. 337400105 Page 4 of 11 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 78,448
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 78,448
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,448
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.19%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS
<PAGE>
SCHEDULE 13D
CUSIP No. 337400105 Page 5 of 11 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Holdings II, 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
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 477,963
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 477,963
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
477,963
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.16%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS
<PAGE>
This Amendment No. 36 (this "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, of First
Union Real Estate Equity and Mortgage Investments, an Ohio business trust,
previously filed by Gotham Partners, L.P., Gotham Partners II, L.P. and
Gotham Partners III, L.P., New York limited partnerships, and Gotham
International Advisors, L.L.C., 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 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended to add the following information:
This Amendment is being filed by Gotham, with respect to the
Shares owned by it, Gotham III, with respect to the Shares owned by it,
Gotham Holdings II, L.L.C., a Delaware limited liability company ("Holdings
II") with respect to the Shares owned by it and Gotham Advisors, with
respect to the Shares owned by Gotham International. Gotham, Gotham III,
Holdings II and Gotham Advisors are together the "Reporting Persons".
On February 17, 2000, Gotham distributed 477,963 Shares to a
limited partner of Gotham in connection with such limited partner's
withdrawal from Gotham. The Shares had a deemed value of $4.75 per share as
of January 1, 2000, the effective date of the withdrawal of such limited
partner. Subsequently, an affiliate of such limited partner recontributed
an identical number of Shares to Holdings II in consideration of an
ownership interest in Holdings II.
Gotham Holdings Management LLC, a Delaware limited liability
company ("Gotham Management") was formed for the purpose of providing a
full range of investment advisory services, including acting as the
investment manager of one or more investment funds or other similar
entities, including Holdings II.
Messrs. Ackman and Berkowitz are the Senior Managing Members of
Holdings II. The business address of Holdings II and Gotham Management is
110 East 42nd Street, 18th Floor, New York, New York 10017. During the last
five years, neither Holdings II nor Gotham Management (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is 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.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following information:
As described more fully in Item 6, as of September 15, 2000,
Gotham Partners Management Co. LLC ("Gotham Partners Management") entered
into a Voting Agreement (the "Voting Agreement") with Radiant Investors LLC
("Radiant Investors") in connection with the Contracts of Sale, dated as of
September 15, 2000 (the "Contracts of Sale") among Radiant Investors, the
Issuer and various subsidiaries of the Issuer, pursuant to which, subject
to the terms and conditions set forth in the Contracts of Sale Radiant
Investors agreed to purchase a significant portion of the real estate
assets (the "Properties") of Issuer. Pursuant to a letter agreement (the
"Letter Agreement") dated as of September 15, 2000, to Radiant Investors
LLC from the Reporting Persons, the Reporting Persons have each agreed to
comply with the Voting Agreement with respect to the Shares they
beneficially own.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and supplemented as follows:
(a) Gotham owns 3,853,158 Shares, representing an aggregate of
approximately 9.39% of the issued and outstanding Shares of the Issuer.
Gotham III owns 78,448 Shares, representing an aggregate of approximately
0.19% of the outstanding Shares of the Issuer. Gotham International owns
1,431,664 Shares, representing an aggregate of approximately 3.49% of the
outstanding Shares of the Issuer. Holdings II owns 477,963 Shares,
representing an aggregate of approximately 1.16% of the outstanding Shares
of the Issuer. The combined interest of Gotham, Gotham III, Gotham
International and Holdings II is 5,841,233 Shares, representing an
aggregate of approximately 14.15% of the outstanding Shares of the Issuer.
None of Section H Partners, L.P., Karenina Corporation, DPB Corporation,
Mr. Ackman, Mr. Berkowitz, Gotham Advisors or Gotham Management
beneficially owns any Shares (other than the Shares beneficially owned by
Gotham, Gotham III, Gotham International and Holdings II).
(b) Each of Gotham, Gotham III and Holdings II has the sole power
to vote (subject to the terms and conditions of the Letter Agreement) 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 (subject to the terms and conditions of the Letter Agreement) and to
dispose of all of the Shares beneficially owned by Gotham International.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to add the following information:
As of September 15, 2000, Gotham Partners Management entered into
the Voting Agreement with Radiant Investors. As of September 15, 2000,
Gotham, Gotham III, Gotham International and Holdings II entered into the
Letter Agreement. Pursuant to the Voting Agreement and Letter Agreement,
Gotham, Gotham III, Gotham International and Holdings II have agreed to
vote all of their Shares (i) in favor of the sale of the Properties
pursuant to the Contracts of Sale, (ii) against any action that would
result in a breach of the Contracts of Sale or Voting Agreement and (iii)
against any sale of any of the Properties to any party other than Radiant
Investors. Additionally, Gotham, Gotham III, Gotham International and
Holdings II have agreed to appoint Radiant Investors as their proxy to vote
all of their Shares with respect to the sale of the Properties at any
shareholder meeting called to consider such sale. The Voting Agreement and
Letter Agreement will terminate upon the earliest to occur of (a) April 30,
2001, (b) the termination of the Contracts of Sale in accordance with their
terms or (c) upon certain amendments, modifications or waivers under the
Contracts of Sale.
The above summary of the Voting Agreement and Letter Agreement
does not purport to be complete and is subject to, and qualified in its
entirety by reference to, the text of the Voting Agreement, which is filed
as Exhibit 61 hereto and the Letter Agreement, which is filed as Exhibit 62
hereto, each of which is incorporated herein by this reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following is filed as Exhibit 60 hereto:
A written agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
The following is filed as Exhibit 61 hereto:
Voting Agreement, dated as of September 15, 2000, by and between
Gotham Partners Management and Radiant Investors.
The following is filed as Exhibit 62 hereto:
Letter Agreement, dated September 29, 2000, by and between
Gotham, Gotham III, Gotham International, Holdings II and Gotham Partners
Management.
<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.
October 4, 2000
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
-------------------------
William A. Ackman
President
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
-------------------------
William A. Ackman
President
GOTHAM INTERNATIONAL
ADVISORS, L.L.C.
By: /s/ William A. Ackman
-------------------------
William A. Ackman
Senior Managing Member
GOTHAM HOLDINGS II, L.L.C.
By: Gotham Holdings Management LLC,
the Manager
By:
------------------------
William A. Ackman
Senior Managing Member
