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SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
First Union Real Estate Equity and Mortgage Investments
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(Name of the Issuer)
First Union Real Estate Equity and Mortgage Investments
Radiant Ventures I, L.L.C.
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(Name of Persons Filing Statement)
Shares of Beneficial Interest, Par Value $1.00 Per Share
and
Series A Cumulative Convertible Redeemable Preferred Shares of Beneficial
Interest, Par Value $25.00 Per Share
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(Title of Class of Securities)
337400105
and
337400303
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(CUSIP Number of Class of Securities)
<TABLE>
<S> <C>
F. Ronald O'Keefe, Esq. Mark Schonberger, Esq.
Hahn Loeser and Parks LLP Paul, Hastings, Janofsky & Walker
3300 BP Tower 399 Park Avenue
200 Public Square New York, New York 10022
Cleveland, Ohio 44114 Phone: (212) 318-6859
Phone: (216) 621-0150 Fax: (212) 776-1605
Fax: (216) 241-2824
</TABLE>
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(Name, Address and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
<TABLE>
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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<S> <C>
Based on transaction value of $76,454,339, $15,890.87
representing the aggregate cash and securities
and other property to be received by the Issuer
as consideration for the transaction
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</TABLE>
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check the box if any part of the fee is offset as provided by sec.
240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid:___________________________
Form or Registration No.:_________________________
Filing Party:_____________________________________
Date Filed:_______________________________________
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This Rule 13e-3 Transaction Statement (this "Statement") is being filed in
connection with the acquisition (the "Acquisition") of certain real estate
assets of First Union Real Estate Equity and Mortgage Investments (the
"Company") and its subsidiaries by Radiant Ventures I, L.L.C ("Radiant
Ventures"), pursuant to two Contracts of Sale, as amended, and a letter
agreement, each dated as of September 15, 2000, between the Company and certain
of its subsidiaries and Radiant Investors, LLC, a Delaware limited liability
company ("Radiant Investors").
Concurrently with the filing of this Statement, the Company has filed
Amendment No. 3 to its Preliminary Proxy Statement on Schedule 14A (the "Proxy
Statement") in connection with the Special Meeting in lieu of the 2000 Annual
Meeting of the holders of the Company's Shares of Beneficial Interest, par value
$1.00 per share (the "Common Shares"), at which holders of the Common Shares
will be asked to approve, among other things, the Acquisition.
ITEM 1. SUMMARY TERM SHEET
Item 1001 of Regulation M-A.
The information contained in the section entitled "SUMMARY" in the Proxy
Statement is incorporated herein by this reference.
ITEM 2. SUBJECT COMPANY INFORMATION
Item 1002 of Regulation M-A.
(a) The Company is the subject company for purposes of this Statement. The
information contained in the section entitled "PROPOSAL ONE: CONSENT TO THE
ASSET SALE -- THE PARTIES -- First Union Real Estate Equity and Mortgage
Investments" in the Proxy Statement is incorporated herein by this reference.
(b) The information contained in the sections entitled "INTRODUCTION," and
"COMPANY INFORMATION" in the Proxy Statement is incorporated herein by this
reference.
(c), (d) The information contained in the letter to shareholders filed with the
Proxy Statement and the section entitled "COMPANY INFORMATION -- Price and
Dividend Information" in the Proxy Statement is incorporated herein by this
reference.
(e) The information contained in the section entitled "PROPOSAL TWO: ELECTION OF
TRUSTEES -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -- Standby Purchase
Commitments with Gotham" in the Proxy Statement is incorporated herein by this
reference.
(f) The information contained in the section entitled "COMPANY
INFORMATION -- Share Repurchases" in the Proxy Statement is incorporated herein
by this reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
Item 1003 of Regulation M-A.
(a) - (c) This schedule is filed by the subject company, the Company, a real
estate investment trust organized as an Ohio business trust, and Radiant
Ventures, a Delaware limited liability company. The address and telephone number
of the Company is 125 Park Avenue, New York, New York 10017, (212) 949-1373. The
address of Radiant Ventures is 1212 Avenue of the Americas, 18TH Floor, New
York, New York 10036, (212) 905-1100. Radiant Ventures is controlled by Daniel
P. Friedman, Anne Zahner and David Schonberger (the "Executive Officers"), each
of whom is an executive officer of the Company. Mr. Friedman is also a former
trustee of the Company. In addition, the Executive Officers control Radiant
Partners LLC, a Delaware limited liability company which presently manages the
Company pursuant to an asset management agreement. The information contained in
the sections entitled "PROPOSAL TWO: ELECTION OF TRUSTEES -- Nominees,"
"PROPOSAL TWO: ELECTION OF TRUSTEES -- Remaining Trustees," "PROPOSAL TWO:
ELECTION OF TRUSTEES -- INFORMATION CONCERNING EXECUTIVE OFFICERS, AFFILIATES
AND RELATED CONTROLLING PERSONS AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS
ULTIMATELY IN CONTROL OF THE COMPANY" and "PROPOSAL TWO: ELECTION OF
TRUSTEES -- SECURITY OWNERSHIP OF TRUSTEES AND OFFICERS AND CERTAIN BENEFICIAL
OWNERS, CONTROLLING PERSONS AND
<PAGE> 3
EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS ULTIMATELY IN CONTROL OF THE
COMPANY" in the Proxy Statement is incorporated herein by this reference.
ITEM 4. TERMS OF THE TRANSACTION
Item 1004 of Regulation M-A.
(a) The information contained in the section entitled "PROPOSAL ONE: CONSENT TO
THE ASSET SALE" in the Proxy Statement is incorporated herein by this reference.
(c) The information contained in the section entitled "PROPOSAL ONE: CONSENT TO
THE ASSET SALE -- REQUIRED VOTE FOR PROPOSAL" in the Proxy Statement is
incorporated herein by this reference
(d) The information contained in the section entitled "PROPOSAL ONE: CONSENT TO
THE ASSET SALE -- NO DISSENTERS' RIGHTS" in the Proxy Statement is incorporated
herein by this reference.
(e) None.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Item 1005 of Regulation M-A.
(a) The information contained in the sections entitled "PROPOSAL TWO: ELECTION
OF TRUSTEES -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS," "PROPOSAL TWO:
ELECTION OF TRUSTEES -- EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
CHANGE IN CONTROL AGREEMENTS" and "PROPOSAL ONE: CONSENT TO THE ASSET
SALE -- SPECIAL FACTORS -- INTERESTS OF MANAGEMENT OR TRUSTEES IN THE ASSET
SALE" in the Proxy Statement is incorporated herein by this reference.
(b) and (c) The information contained in the section entitled "PROPOSAL ONE:
CONSENT TO THE ASSET SALE -- SPECIAL FACTORS -- BACKGROUND OF THE ASSET SALE" in
the Proxy Statement is incorporated herein by this reference.
(e) The information contained in the sections entitled "PROPOSAL TWO: ELECTION
OF TRUSTEES -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -- Registration
Rights Agreement with Gotham" and "PROPOSAL ONE: CONSENT TO THE ASSET
SALE -- TERMS OF THE VOTING AGREEMENTS" in the Proxy Statement is incorporated
herein by this reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Item 1006 of Regulation M-A.
(b) Not applicable.
(c) (1) - (8) The information contained in the sections entitled "PROPOSAL ONE:
CONSENT TO THE ASSET SALE -- SPECIAL FACTORS -- THE ASSET SALE," "PROPOSAL ONE:
CONSENT TO THE ASSET SALE -- SPECIAL FACTORS -- INTERESTS OF MANAGEMENT OR
TRUSTEES IN THE ASSET SALE," "PROPOSAL ONE: CONSENT TO THE ASSET SALE -- SPECIAL
FACTORS -- USE OF PROCEEDS OF THE ASSET SALE" and "PROPOSAL ONE: CONSENT TO THE
ASSET SALE -- SPECIAL FACTORS -- PLANS FOR THE COMPANY SUBSEQUENT TO THE ASSET
SALE," in the Proxy Statement is incorporated herein by this reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
Item 1013 of Regulation M-A.
The information contained in the sections entitled "PROPOSAL ONE: CONSENT TO THE
ASSET SALE -- SPECIAL FACTORS -- BACKGROUND OF THE ASSET SALE," "PROPOSAL ONE:
CONSENT TO THE ASSET SALE -- SPECIAL FACTORS -- USE OF PROCEEDS OF THE ASSET
SALE," "PROPOSAL ONE: CONSENT TO THE ASSET SALE -- SPECIAL FACTORS -- PLANS FOR
THE COMPANY SUBSEQUENT
<PAGE> 4
TO THE ASSET SALE," "PROPOSAL ONE: CONSENT TO THE ASSET SALE -- SPECIAL
FACTORS -- ACCOUNTING TREATMENT OF THE ASSET SALE" and "PROPOSAL ONE: CONSENT TO
THE ASSET SALE -- SPECIAL FACTORS -- FEDERAL INCOME TAX CONSEQUENCES OF THE
ASSET SALE" in the Proxy Statement is incorporated herein by this reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
Item 1014 of Regulation M-A.
(a) - (e) The information contained in the sections entitled "PROPOSAL ONE:
CONSENT TO THE ASSET SALE -- RECOMMENDATION OF THE BOARD OF TRUSTEES", "PROPOSAL
ONE: CONSENT TO THE ASSET SALE -- SPECIAL FACTORS -- BACKGROUND OF THE ASSET
SALE -- The Sale Contract" and "PROPOSAL ONE: CONSENT TO THE ASSET
SALE -- SPECIAL FACTORS -- INTERESTS OF MANAGEMENT OR TRUSTEES IN THE ASSET
SALE -- Purchaser's Determination With Respect to Fairness of the Asset Sale" in
the Proxy Statement is incorporated herein by this reference.
(f) The information contained in the section entitled "PROPOSAL ONE: CONSENT TO
THE ASSET SALE -- SPECIAL FACTORS -- BACKGROUND OF THE ASSET SALE -- Other
Proposals during the Purchaser Negotiations Prior to the Execution of the Letter
of Intent" in the Proxy Statement is incorporated herein by this reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
Item 1015 of Regulation M-A.
(a) - (c) The information contained in the section entitled "PROPOSAL ONE:
CONSENT TO THE ASSET SALE -- SPECIAL FACTORS -- BACKGROUND OF THE ASSET
SALE -- The Sale Contract" in the Proxy Statement is incorporated herein by this
reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 1007 of Regulation M-A.
(a) - (d) The information contained in the sections entitled "PROPOSAL ONE:
CONSENT TO THE ASSET SALE -- THE PARTIES -- Purchaser," and "PROPOSAL ONE:
CONSENT TO THE ASSET SALE -- THE PARTIES -- Purchaser's Sources of Funds" in the
Proxy Statement is incorporated herein by this reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 1008 of Regulation M-A.
(a) The information contained in the section entitled "PROPOSAL TWO: ELECTION OF
TRUSTEES -- SECURITY OWNERSHIP OF TRUSTEES AND OFFICERS, CERTAIN BENEFICIAL
OWNERS, CONTROLLING PERSONS AND EXECUTIVE OFFICERS AND DIRECTORS OF PERSONS
ULTIMATELY IN CONTROL OF THE COMPANY" in the Proxy Statement is incorporated
herein by this reference.
(b) The information contained in the section entitled "PROPOSAL TWO: ELECTION OF
TRUSTEES -- SECURITY TRANSACTIONS OF CERTAIN PERSONS" in the Proxy Statement is
incorporated herein by this reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
Item 1012 of Regulation M-A.
(d) The information contained in the section entitled "PROPOSAL ONE: CONSENT TO
THE ASSET SALE -- REQUIRED VOTE FOR PROPOSAL" in the Proxy Statement is
incorporated herein by this reference.
(e) The information contained in the section entitled "PROPOSAL ONE: CONSENT TO
THE ASSET SALE -- RECOMMENDATION OF THE BOARD OF TRUSTEES" in the Proxy
Statement is incorporated herein by this reference.
<PAGE> 5
ITEM 13. FINANCIAL STATEMENTS
Item 1010 of Regulation M-A.
(a) and (b) The information contained in the sections entitled "PRO FORMA
FINANCIAL DATA OF FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS" and
"SELECTED COMBINED FINANCIAL DATA OF FIRST UNION REAL ESTATE EQUITY AND MORTGAGE
INVESTMENTS" in the Proxy Statement is incorporated herein by this reference.
The information contained in the section entitled "Item 14. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES AND REPORTS ON FORM 8-K -- (a) Financial Statements and
Financial Statement Schedules" in the Company's Annual Report on Form 10-K for
the Fiscal Year ended December 31, 1999 is incorporated herein by this
reference. The information contained in the section entitled "Item 1. Financial
Statements" in the Company's Periodic Report on Form 10-Q for the quarter ended
September 30, 2000 is incorporated herein by this reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
Item 1009 of Regulation M-A.
(a) The information contained in the section entitled "COST OF PROXIES AND
SOLICITATIONS" in the Proxy Statement is incorporated herein by this reference.
(b) None.
ITEM 15. ADDITIONAL INFORMATION
Item 1011 of Regulation M-A.
(b) The information contained in the Proxy Statement is incorporated herein by
this reference. Radiant Ventures makes no representation or warranty with
respect to the information in the Proxy Statement which is incorporated by
reference in this Statement that relates to the Company and its affiliates. The
Company makes no representation or warranty with respect to the information in
the Proxy Statement which is incorporated by reference in this Statement that
relates to Radiant Ventures and its affiliates.
ITEM 16. EXHIBITS
Item 1016 of Regulation M-A.
(a) Proxy Statement. Incorporated herein by reference to the separate filing on
Schedule 14A made concurrently herewith.
*(b)(1) Commitment Letter re: Mezzanine Loan, dated July 5, 2000 by and between
PW Real Estate Investments Inc., Radiant Partners, LLC, Daniel P. Friedman, Anne
Zahner and David Schonberger.
*(b)(2) Letter Agreement amending Commitment Letter re: Mezzanine Loan, dated
September 19, 2000 by and between PW Real Estate Investments Inc., Radiant
Partners, LLC, Daniel P. Friedman, Anne Zahner and David Schonberger.
*(b)(3) Second Letter Agreement amending Commitment Letter re: Mezzanine Loan,
dated November 8, 2000 by and between PW Real Estate Investments Inc., Radiant
Partners, LLC, Daniel P. Friedman, Anne Zahner and David Schonberger.
*(b)(4) Commitment Letter re: First Mortgage Loan -- Pecanland Mall, dated
September 19, 2000 by and between PW Real Estate Investments Inc., Radiant
Partners, LLC, Daniel P. Friedman, Anne Zahner and David Schonberger.
*(b)(5) Letter Agreement amending Commitment Letter re: First Mortgage
Loan -- Pecanland Mall, dated November 8, 2000 by and between PW Real Estate
Investments Inc., Radiant Partners, LLC, Daniel P. Friedman, Anne Zahner and
David Schonberger.
*(b)(6) Commitment Letter re: First Mortgage Loan -- 3rd Street, Two Rivers and
5th and Marshall, dated September 19, 2000 by and between PW Real Estate
Investments Inc., Radiant Partners, LLC, Daniel P. Friedman, Anne Zahner and
David Schonberger.
<PAGE> 6
*(b)(7) Letter Agreement amending Commitment Letter re: First Mortgage
Loan -- 3rd Street, Two Rivers and 5th and Marshall, dated November 8, 2000 by
and between PW Real Estate Investments Inc., Radiant Partners, LLC, Daniel P.
Friedman, Anne Zahner and David Schonberger.
*(b)(8) Letter re: 201 West Madison Avenue, dated September 19, 2000, from
General Electric Capital Corporation to David Schonberger.
*(b)(9) Letter Agreement re: 201 West Madison Avenue, dated October 18, 2000
between Watch Holdings, LLC and Radiant Ventures I, LLC.
*(b)(10) Letter re: 201 West Madison Avenue, dated October 23, 2000 from Andrew
W. Albstein to Lori Humphreys.
*(b)(11) Letter Agreement re: 201 West Madison Avenue, dated November 17, 2000
between Radiant Ventures I, LLC and Watch Holdings, LLC.
*(b)(12) Loan Agreement, dated as of July 27, 1999, by and among North Valley
Tech LLC, Salomon Brothers Realty Corp. and LaSalle National Bank Association.
*(b)(13) Letter re: Loan Agreement, dated as of July 27, 1999, dated September
27, 2000 from Salomon Brothers Realty Corp. to North Valley Tech LLC.
*(b)(14) Letter Agreement re: Loan Agreement, dated as of July 27, 1999, dated
October 3, 2000, by and between Salomon Brothers Realty Corp. and North Valley
Tech LLC.
*(b)(15) Letter re: Loan Agreement, dated as of July 27, 1999, dated October 31,
2000 from Salomon Brothers Realty Corp. to North Valley Tech LLC.
*(b)(16) $21,100,000 Promissory Note, dated as of August 3, 1999, executed by 55
Public LLC to Morgan Guaranty Trust Company of New York.
*(b)(17) $3,400,000 Promissory Note, dated as of August 3, 1999, executed by 55
Public LLC to Morgan Guaranty Trust Company of New York.
*(b)(18) Open-End Mortgage and Security Agreement, dated as of August 3, 1999
between 55 Public LLC and Morgan Guaranty Trust Company of New York.
*(b)(19) Letter re: ORECM Loan, dated September 27, 2000 from ORIX Real Estate
Capital Markets, LLC to First Union Real Estate Investments.
*(b)(20) Letter Agreement re: Printers Alley Garage, dated September 6, 2000 by
and between Southtrust Bank and Radiant Partners, LLC.
*(b)(21) Letter Agreement re: Printers Alley Garage, dated October 2, 2000 by
and between Southtrust Bank, Radiant Ventures I, L.L.C., Radiant Partners, LLC
and First Union Real Estate Equity and Mortgage Investments.
*(b)(22) Letter re: Commitment Letter, dated October 2, 2000 from Southtrust
Bank to Dan Friedman.
(c) None.
*(d)(1) Voting Agreement, dated as of September 15, 2000, by and between Gotham
Partners Management Co. LLC and Radiant Investors LLC.
*(d)(2) Letter Agreement, dated as of September 15, 2000, by and between Gotham
Partners, L.P., Gotham Partners III, L.P., Gotham Partners International, Ltd.
and Gotham Holdings II, L.L.C.
*(d)(3) Voting Agreement, dated as of September 15, 2000, by and between Apollo
Real Estate Investment Fund II, L.P. and Radiant Investors LLC.
(f) None.
(g) None.
* Filed herewith
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 12, 2001
FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS
By: /s/ WILLIAM A. SCULLY
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William A. Scully, Vice Chairman
RADIANT VENTURES I, L.L.C.
By: RADIANT INVESTORS, L.L.C.,
as Managing Member
By: /s/ DANIEL P. FRIEDMAN
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Daniel P. Friedman, Member
