UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: First Union Real Estate Equity and Mortgage
Investments
Title of Class of Securities: Shares of Beneficial Interest
$1 par value
CUSIP Number: 337400105
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Felix Kozodoy
Magten Asset Management Corp.
35 East 21st Street
New York, New York 10010
(Date of Event which Requires Filing of this Statement)
September 26, 2000
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(e), 13d-1(f) or 13d-1(g), check the following box [X]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 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 the disclosures provided
in a prior cover page.
The information required in 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
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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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CUSIP No.: 337400105
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Magten Asset Management Corp.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
2,530,720
9. Sole Dispositive Power:
10. Shared Dispositive Power:
3,479,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,479,500
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
8.5%
14. Type of Reporting Person
IA, CO
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CUSIP No.: 337400105
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Talton R. Embry
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
1,529,600
8. Shared Voting Power:
2,530,720
9. Sole Dispositive Power:
1,529,600
10. Shared Dispositive Power:
3,479,500
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,009,100
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
12.2%
14. Type of Reporting Person
IN
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The purpose of this Schedule 13D is to report the ownership of
Magten Asset Management Corp. ("Magten") and Talton R. Embry a
director of First Union Real Estate Equity and Mortgage
Investments (collectively, the "Reporting Persons") in the Common
Stock (the "Common Stock") of First Union Real Estate Equity and
Mortgage Investments (the "Issuer") of 8.5% and 12.2%,
respectively, of the outstanding Common Stock.
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Shares of Beneficial Interest.
The name and address of the principal executive and
business office of the Issuer is:
First Union Real Estate Equity and Mortgage Investments
1212 Avenue of the Americas
18th Floor
New York, New York 10036
Item 2. Identity and Background
This statement is being filed on behalf of Magten Asset
Management Corp. ("Magten"), a Delaware corporation, and Talton
R. Embry together the "Reporting Persons." Magten, a registered
investment adviser, has investment discretion over certain
managed accounts of its investment advisory clients and certain
private investment funds for which it serves as general partner
or investment manager. Mr. Embry is a managing director and the
sole shareholder of Magten and a director of the Issuer. Mr.
Embry has investment discretion over various pension plans of
Magten. The principal office of the Reporting Persons is at 35
East 21st Street, New York, New York 10010.
On February 26, 1996, Magten and the Maryland Securities
Commissioner entered into a consent order whereby Magten paid a
fine of $1,500. The Maryland Securities Commissioner alleged
that Magten effected investment advisory transactions in Maryland
prior to its registration as a Maryland investment adviser.
Magten is currently registered as an investment adviser in
Maryland, and its activities are not restricted.
Mr. Embry has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). Mr. Embry has not, during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a
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judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to
such laws.
Talton R. Embry is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
The Shares of Beneficial Interest were acquired in open
market transactions using funds of the Reporting Persons
investment advisory clients.
Item 4. Purpose of Transactions
The Common Stock deemed to be beneficially owned by the
Reporting Persons is held for investment purposes.
Notwithstanding the foregoing, one of the Reporting Persons, Mr.
Embry, is a member of the Board of Directors of the Issuer and as
such has had discussions with Management.
The Reporting Persons have not entered into any
agreements or arrangements relating to the Common Stock.
Except as described above, the Reporting Persons do not
have any plan or proposal which relates to, or would result in,
any of the actions enumerated in Item 4 of the instructions to
the Schedule 13D. The Reporting Persons reserves the right to
acquire additional Shares, dispose of all or some of the Shares
from time to time, or continue to hold the Shares.
Item 5. Interest in Securities of Issuer
As of the date hereof, Magten and Mr. Embry are deemed
to beneficially own 3,479,500 and 5,009,100 Shares. Based on
information supplied by the Issuer, as of September 30, 2000
there were 41,045,774 Shares outstanding. Therefore, Magten and
Mr. Embry are deemed to beneficially own 8.5% and 12.2%,
respectively of the outstanding Shares. The Reporting Persons
have the shared power to vote or direct the vote of 2,530,720
Shares. The Reporting Persons do not have the power to vote or
direct the vote of 2,033,600 Shares. The Reporting Persons have
the power to dispose of or direct the disposition of all
5,009,100 Shares. All transactions in the Shares effected by the
Reporting Persons during the sixty days prior to September 26,
2000 through the date of this filing were effected in open-market
transactions and are set forth in Exhibit B hereto.
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The Reporting Persons may be deemed to be beneficially
owners of the Shares. Pursuant to Rule 13d-4 promulgated under
the Securities Exchange Act of 1934, the Reporting Persons hereby
declare that the filing of this Schedule 13D shall not be
construed as an admission that the Reporting Persons are the
beneficial owners of the Shares.
Investment advisory clients, on whose behalf the Shares
are held in managed accounts, have the right to receive and the
power to direct the receipt of dividends from, or the proceeds
from the sale of the Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
See Item 4.
Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
2. A description of the transactions in the
Shares that were effected by the Reporting
Persons during the 60 days prior to March 27,
2000 through the date of this filing is filed
herewith as Exhibit B.
Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
MAGTEN ASSET MANAGEMENT CORP.
By: /s/ Talton R. Embry
_____________________________
Talton R. Embry
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Managing Director
/s/ Talton R. Embry
_____________________________
Talton R. Embry
November 14, 2000
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
November 14, 2000 relating to the Shares of Beneficial
Interest First Union Real Estate Equity and Mortgage
Investments shall be filed on behalf of the undersigned.
MAGTEN ASSET MANAGEMENT CORP.
By: /s/ Talton R. Embry
_____________________________
Talton R. Embry
Managing Director
/s/ Talton R. Embry
_____________________________
Talton R. Embry
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Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ __________________________ _____________________
09/06/00 (6,500) 2.6875
09/07/00 (1,800) 2.75
09/08/00 (1,500) 2.75
09/08/00 (735,430) ___
09/11/00 26,460 ____
09/22/00 (1,500) 2.75
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01651001.AX7
