UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
_________________________________________________________________
(Name of Issuer)
Shares of Beneficial Interest
_________________________________________________________________
(Title of Class of Securities
337400-10-5
____________________________
(CUSIP Number)
Brent D. Baird
1350 One M&T Plaza
Buffalo, New York 14203 (Phone: (716) 849-1484)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 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 that 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 __.
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 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. 337400-10-5
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Aries Hill Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
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 SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 50,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
50,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.122%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 337400-10-5
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Bruce C. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 137,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
137,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.335%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 337400-10-5
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Bridget B. Baird, as Successor Trustee under an Agreement
with Cameron Baird dated 12/23/38
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 164,100
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
164,100
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
164,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.400%
14. TYPE OF REPORTING PERSON*
IN, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 337400-10-5
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
The Cameron Baird Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
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 SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 460,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
460,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.121%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 337400-10-5
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
First Carolina Investors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
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 SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 1,296,400
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,296,400
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,296,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.158%
14. TYPE OF REPORTING PERSON*
CO, IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
(a) Title and Class of Security:
First Union Real Estate Equity and Mortgage Investments
(the "Issuer") Shares of Beneficial Interest ("the
Shares")
(b) Name of Issuer and Address of Issuer's Principal
Executive Offices:
First Union Real Estate Equity and Mortgage Investments
1212 Avenue of the Americas
18th Floor
New York, NY 10036
ITEM 2. IDENTITY AND BACKGROUND.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY
THE PERSONS LISTED BELOW (THE "REPORTING PERSONS")
SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT
THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE
ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE
A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF
THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER
THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY
IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL
INTEREST.
(1) ARIES HILL CORP.
State of organization: New York
Principal Business: Private holding company
Address: 1350 One M&T Plaza, Buffalo, N.Y. 14203
Shareholders: Various members of the Baird family. No
individual family member has a controlling
interest.
Directors: Brent D. Baird, Bruce C. Baird, Brian D. Baird
Officers: Brent D. Baird - President and Treasurer;
Bruce C. Baird - Vice President;
Brian D. Baird - Secretary
Information on Individual Directors and Officers pursuant to
Instruction C:
(a) Brent D. Baird
(b) 17 Tudor Place, Buffalo, New York 14222
(c) Private Investor,
1350 One M&T Plaza, Buffalo, New York 14203
(d) No
(e) No
(f) U.S.A.
(a) Bruce C. Baird
(b) 331 Lincoln Parkway, Buffalo, New York 14216
(c) President, Belmont Management Co., Inc.
215 Broadway, Buffalo, New York 14204
(d) No
(e) No
(f) U.S.A.
(a) Brian D. Baird
(b) 300 Woodbridge Avenue, Buffalo, New York 14214
(c) Attorney, Kavinoky & Cook
120 Delaware Avenue, Buffalo, New York 14202
(d) No
(e) No
(f) U.S.A.
(2) (a) Bruce C. Baird
(b) 331 Lincoln Parkway, Buffalo, New York 14216
(c) President, Belmont Management Co., Inc.
215 Broadway, Buffalo, New York 14204
(d) No
(e) No
(f) U.S.A.
(3) BRIDGET B. BAIRD, AS SUCCESSOR TRUSTEE
UNDER AN AGREEMENT WITH CAMERON BAIRD DATED 12/23/38
("BRIDGET B. BAIRD, AS SUCCESSOR TRUSTEE").
(a) Bridget B. Baird
(b) 28 Old Mill Road, Quaker Hill, Connecticut 06375
(c) Professor, Connecticut College, New London,
Connecticut
(d) No
(e) No
(f) U.S.A.
(4) THE CAMERON BAIRD FOUNDATION
State of organization: New York (created by a Deed of Trust)
Principal Business: a charitable private foundation
Address: Box 564
Hamburg, New York 14075
Trustees: Jane D. Baird, Chairman
Brenda B. Senturia
Bruce C. Baird
Bridget B. Baird
Brian D. Baird
Peter C. Clauson
Information on Individual Trustees pursuant to Instruction C:
(a) Jane D. Baird
(b) 8877 Jennings Road, Eden, New York 14057
(c) Homemaker
(d) No
(e) No
(f) U.S.A.
(a) Brenda B. Senturia
(b) 3519 East Spruce Street, Seattle, Washington 98122
(c) Homemaker
(d) No
(e) No
(f) U.S.A.
(a) Bruce C. Baird
(b) 331 Lincoln Parkway, Buffalo, New York 14216
(c) President, Belmont Management Co., Inc.
215 Broadway, Buffalo, New York 14204
(d) No
(e) No
(f) U.S.A.
(a) Bridget B. Baird
(b) 28 Old Mill Road, Quaker Hill, Connecticut 06375
(c) Professor, Connecticut College, New London,
Connecticut
(d) No
(e) No
(f) U.S.A.
(a) Brian D. Baird
(b) 300 Woodbridge Avenue, Buffalo, New York 14214
(c) Attorney at Law, Kavinoky & Cook, 120 Delaware
Avenue, Buffalo, New York 14202
(d) No
(e) No
(f) U.S.A.
(a) Peter C. Clauson
(b) 1079 Sunrise Ridge, Lafayette, CA 94549
(c) Teacher, Lafayette, California
(d) No
(e) No
(f) U.S.A.
(5) FIRST CAROLINA INVESTORS, INC.
First Carolina Investors, Inc. ("FCI") is executing and
submitting information in this Schedule 13D with respect to its
holdings of the Shares of the Issuer because Brent D. Baird,
Chairman and a director of FCI, and Bruce C. Baird, a director of
FCI, are brothers and their ownership of FCI common stock, when
aggregated with the beneficial interests in FCI common stock of
their spouses, children, parent, siblings, and various
corporations, trusts and other entities associated with the Baird
family aggregates approximately 52.9% of the outstanding common
stock of FCI. FCI denies that, with respect to the Shares of the
Issuer, FCI constitutes a "group" with any of the various Baird
family persons and entities (collectively, "Bairds") or that it
has any agreement or understanding with the Bairds to act in
concert with respect to acquisition, disposition, voting or other
matters relating to the Issuer or the Shares. FCI and the Bairds
have placed orders to purchase the Shares of the Issuer through
Brent D. Baird, who is a registered securities broker, and they
may place future orders to purchase or sell the Shares through
Mr. Baird, but any decision by FCI to purchase or sell the Shares
of the Issuer will be made independently of any decision made by
any of the Bairds with respect to any purchase or sale for their
respective accounts.
State of organization: Delaware
Principal Business: Closed-end non-diversified
management investment company
Address: 1130 East 3rd St., Suite 410, Charlotte,
North Carolina 28204
Directors: H. Thomas Webb, III
Brent D. Baird
Bruce C. Baird
Patrick W.E. Hodgson
Theodore E. Dann, Jr.
Officers: H. Thomas Webb, III - President
Brent D. Baird - Chairman of the Board
Bruce C. Baird - Vice President
Secretary
Treasurer
Cynthia Raby - Assistant Secretary
(d) No
(e) No
Information on Individual Directors and Officers pursuant to
Instruction C:
(a) H. Thomas Webb, III
(b) 535 Hungerford Place
Charlotte, NC 28207
(c) President of First Carolina Investors, Inc.
(d) No
(e) No
(f) U.S.A.
(a) Brent D. Baird
(b) 17 Tudor Place, Buffalo, New York 14222
(c) Private Investor,
1350 One M&T Plaza, Buffalo, New York 14203
(d) No
(e) No
(f) U.S.A.
(a) Bruce C. Baird
(b) 331 Lincoln Parkway, Buffalo, New York 14216
(c) President, Belmont Management Co., Inc.
215 Broadway, Buffalo, New York 14204
(d) No
(e) No
(f) U.S.A.
(a) Patrick W.E. Hodgson
(b) 60 Bedford Road, Toronto,
Ontario M5R 2K2
(c) Chairman, T-W Truck Equippers, Inc.
(distributors of truck equipment),
590 Elk Street, Buffalo, New York 14210
(d) No
(e) No
(f) Canada
(a) Theodore E. Dann, Jr.
(b) 540 Mill Road, East Aurora, New York 14052
(c) Vice President, Director and Corporate
Attorney, Ferro Alloy Services, Inc.,
Suite 463, Carborundum Center, Niagara
Falls, New York 14303
(d) No
(e) No
(f) U.S.A.
(a) Cynthia Raby
(b) 1130 East 3rd St., Suite 410,
Charlotte, North Carolina 28204
(c) Assistant Secretary of
First Carolina Investors, Inc.
(d) No
(e) No
(f) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The source of funds used by the Reporting Persons are personal
funds of each such person with respect to the purchases of such
person, except the source of funds used for purchases by Aries
Hill Corp., The Cameron Baird Foundation, and First Carolina
Investors, Inc. was working capital of such organizations with
respect to the purchases by each such organization. The
Reporting Persons did not borrow any funds to acquire their
respective shares. The following table shows the amounts of
funds paid for the Shares by the Reporting Persons. The
following table does not include brokerage commissions.
Aries Hill Corp. $198,435
Bruce C. Baird 317,969
Bridget B. Baird, 561,806
as Successor Trustee
The Cameron Baird 2,188,180
Foundation
First Carolina 5,412,757
Investors, Inc.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares have been acquired by the Reporting Persons for
investment purposes. The Reporting Persons intend to continue to
evaluate their respective investments in the Shares. Each of the
Reporting Persons may make additional purchases or may sell the
Shares in open market or in private negotiated transactions. Any
such purchase or sale will depend upon their evaluation of their
respective investments, upon the amounts and prices of available
Shares, and upon other relevant circumstances.
The Reporting Persons do not have any present plans or proposals
which relate to or would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(b) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(c) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
board;
(d) Any material change in the present capitalization or
dividend policy of the Issuer;
(e) Any other material change in the Issuer's business or
corporate structure;
(f) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(g) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association;
(h) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Act; or
(i) Any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons hereby report beneficial
ownership, in the manner hereinafter described, of
2,108,000 shares of the Issuer:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
Aries Hill Corp. 50,000 0.122%
Bruce C. Baird (2) 137,500 0.335%
Bridget B. Baird, 164,100 0.400%
as Successor Trustee (3)
The Cameron Baird 460,000 1.121%
Foundation
First Carolina Investors, 1,296,400 3.158%
Inc. ______ _____
TOTAL 2,108,000 5.136%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 41,045,774 Shares (as
reported in the Issuer's Form 10-Q for the quarterly
period ended September 30, 2000 as of September 30,
2000).
(2) 97,500 of such Shares are held by Bruce C. Baird
individually, and 40,000 of such Shares are held
by Bruce C. Baird's individual retirement account.
(3) Jane D. Baird is the income beneficiary and the issue of
Jane D. Baird are the remainder beneficiaries under a
trust agreement dated 12/23/38.
(b) For each person named in paragraph (a), that person has sole
voting and sole dispositive power over the Shares enumerated in
paragraph (a).
(c) The following purchases of the Shares were effected during
the past sixty days:
<TABLE>
<CAPTION>
Price/Share
(in Dollars
Commissions
Purchase In Number not Transaction Made
The Name Of Date of included) Through
Shares
<S> <C> <C> <C> <C>
Bridget B. 12/5/00 10,000 2 3/8 First Clearing Corp.
Baird, as 12/6/00 10,000 2 3/8 First Clearing Corp.
Successor 12/11/00 16,400 2 5/16 First Clearing Corp.
Trustee 12/12/00 17,600 2 5/16 First Clearing Corp.
12/13/00 2,100 2 5/16 First Clearing Corp.
12/13/00 10,000 2 3/8 First Clearing Corp.
12/15/00 9,800 2 3/8 First Clearing Corp.
12/18/00 3,300 2 7/16 First Clearing Corp.
12/18/00 9,900 2 1/2 First Clearing Corp.
</TABLE>
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
not applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
DATED this 20th day of December, 2000.
ARIES HILL CORP.
By: s/ Brian D. Baird
Brian D. Baird, Secretary
Bruce C. Baird; and Bridget B.
Baird, as Successor Trustee
By: s/Brian D. Baird
Brian D. Baird, as Attorney-in-fact
The Cameron Baird Foundation
By: s/Brian D. Baird
Brian D. Baird, Trustee
First Carolina Investors, Inc.
By: s/Brent D. Baird
Brent D. Baird, Chairman
