-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lz+wn1ZerNMknZghSUwS+9fYVTLkHCsCUEI1+ZmrCTyhGxaRQPH1XAgFvkGDuEtR fetRJFyPI/WTvsaSKw6FOA== 0000038777-96-000145.txt : 19961125 0000038777-96-000145.hdr.sgml : 19961125 ACCESSION NUMBER: 0000038777-96-000145 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961122 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS CENTRAL INDEX KEY: 0000037008 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346513657 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-19676 FILM NUMBER: 96671140 BUSINESS ADDRESS: STREET 1: 55 PUBLIC SQUARE STREET 2: STE 1900 CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: 2167814030 MAIL ADDRESS: STREET 1: 55 PUBLIC SQUARE SUITE 1910 CITY: CLEVELAND STATE: OH ZIP: 44113 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN RESOURCES INC CENTRAL INDEX KEY: 0000038777 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 132670991 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 4155703000 MAIL ADDRESS: STREET 1: FRANKLIN RESOURCES INC STREET 2: 777 MARINERS ISLAND BLVD CITY: SAN MATEO STATE: CA ZIP: 94404 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS (Name of Issuer) Shares of Beneficial Interest (Title of Class of Securities) 337400105 (CUSIP Number) Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the filing 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.) *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 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). (Continued on the following page(s)) Page 1 of 15 Pages CUSIP No. 337400105 13G Page 2 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Resources, Inc. 13-2670991 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __ (a) /__/ (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF INCORPORATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES (See Item 7) BENEFICIALLY 6 SHARED VOTING POWER OWNED BY (See Item 7) EACH 7 SOLE DISPOSITIVE POWER REPORTING (See Item 7) PERSON 8 SHARED DISPOSITIVE POWER WITH (See Item 7) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,883,390 (See Item 7) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /__/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% 12 TYPE OF REPORTING PERSON* HC; CO (See Item 7) *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 337400105 13G Page 3 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles B. Johnson ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __ (a) /__/ (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF INCORPORATION USA NUMBER OF 5 SOLE VOTING POWER SHARES (See Item 7) BENEFICIALLY 6 SHARED VOTING POWER OWNED BY (See Item 7) EACH 7 SOLE DISPOSITIVE POWER REPORTING (See Item 7) PERSON 8 SHARED DISPOSITIVE POWER WITH (See Item 7) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,883,390 (See Item 7) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /__/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% 12 TYPE OF REPORTING PERSON* IA; HC (See Item 7) *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 337400105 13G Page 4 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rupert H. Johnson ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __ (a) /__/ (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF INCORPORATION USA NUMBER OF 5 SOLE VOTING POWER SHARES (See Item 7) BENEFICIALLY 6 SHARED VOTING POWER OWNED BY (See Item 7) EACH 7 SOLE DISPOSITIVE POWER REPORTING (See Item 7) PERSON 8 SHARED DISPOSITIVE POWER WITH (See Item 7) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,883,390 (See Item 7) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /__/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% 12 TYPE OF REPORTING PERSON* IA; HC (See Item 7) *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 337400105 13G Page 5 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Mutual Advisers, Inc. 22-3463202 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __ (a) /__/ (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF INCORPORATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 1,883,390 (See Item 7) BENEFICIALLY 6 SHARED VOTING POWER OWNED BY (See Item 7) EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,883,390 (See Item 7) PERSON 8 SHARED DISPOSITIVE POWER WITH (See Item 7) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,883,390 (See Item 7) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /__/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% 12 TYPE OF REPORTING PERSON* IA (See Item 7) *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 337400105 13G Page 6 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Mutual Series Fund Inc. 22-2894171 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* __ (a) /__/ (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF INCORPORATION Maryland NUMBER OF 5 SOLE VOTING POWER SHARES (See Item 7) BENEFICIALLY 6 SHARED VOTING POWER OWNED BY (See Item 7) EACH 7 SOLE DISPOSITIVE POWER REPORTING (See Item 7) PERSON 8 SHARED DISPOSITIVE POWER WITH (See Item 7) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,883,390 (See Item 7) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /__/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% 12 TYPE OF REPORTING PERSON* IC (See Item 7) *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 337400105 13G Page 7 of 15 Pages Item 1. (a) Name of Issuer FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS (b) Address of Issuer's Principal Executive Offices Suite 1900, 55 Public Square Cleveland, OH 44113-1937 Item 2 (a) Name of Persons Filing (i) Franklin Resources, Inc. (ii) Franklin Mutual Advisers, Inc. (iii) Franklin Mutual Series Fund Inc. (b) Address of Principal Business Office: (i) 777 Mariners Island Blvd. San Mateo, CA 94404 (ii) 51 John F. Kennedy Parkway Short Hills, NJ 07078 (iii) 51 John F. Kennedy Parkway Short Hills, NJ 07078 (c) Citizenship or Place of Organization: (i) Delaware (ii) Delaware (iii) Maryland (d) Title of Class of Securities: Shares of Beneficial Interest (e) CUSIP 337400105 Item 3. The persons filing this Schedule 13G are: (i) Franklin Resources, Inc. (g) Parent Holding Company (See Item 7) (ii) Franklin Mutual Advisers, Inc. (e) Investment Adviser (iii) Franklin Mutual Series Fund Inc. (c) Investment Company CUSIP No. 337400105 13G Page 8 of 15 Pages Item 4. Ownership. (a) Amount Beneficially Owned 1,883,390 (consisting of 569,000 shares of the Issuer's Convertible Preferred Shares of Beneficial Interest, each of which is convertible into approximately 3.31 Shares of Beneficial Interest) (b) Percent of Class 9.8% (calculated in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934 (the"1934 Act")) (c) Number of shares as to which such person has: (i) sole power to vote or direct the vote Franklin Resources, Inc.: 0 Franklin Mutual Advisers, Inc.: 1,883,390 Franklin Mutual Series Fund Inc.: 0 (ii) shared power to vote or direct the vote Franklin Resources, Inc.: 0 Franklin Mutual Advisers, Inc.: 0 Franklin Mutual Series Fund Inc.: 0 (iii) sole power to dispose or to direct the disposition of Franklin Resources, Inc.: 0 Franklin Mutual Advisers, Inc.: 1,883,390 Franklin Mutual Series Fund Inc.: 0 (iv) shared power to dispose or to direct the disposition of Franklin Resources, Inc.: 0 Franklin Mutual Advisers, Inc.: 0 Franklin Mutual Series Fund Inc.: 0 Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] CUSIP No. 337400105 13G Page 9 of 15 Pages Item 6. Ownership of More Than Five Percent on Behalf of Another Person: See Item 7 Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Franklin Mutual Series Fund Inc.:investment company One or more of Franklin Mutual Adviser, Inc.'s ("FMAI") advisory clients, including series comprising Franklin Mutual Series Fund Inc. ("FMSF"), is the owner of the securities covered by this statement. Since FMAI's advisory contracts with its clients grant to FMAI sole voting and investment power over the securities owned by its advisory clients, FMAI may be deemed to be, for purposes of Rule 13d-3 under the 1934 Act, the beneficial owner of the securities covered by this Statement. FMAI is a wholly-owned subsidiary of Franklin Resources, Inc. ("FRI"). Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the outstanding Common Stock of FRI and are the principal shareholders of FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the 1934 Act, the beneficial owner of securities held by persons and entities advised by FRI or its subsidiaries. FMAI, FRI and the Principal Shareholders each disclaim any economic interest or beneficial ownership in any of the securities covered by this Statement. FRI, FMAI and the Principal Shareholders (collectively referred to as the "FRI Entities") are of the view that they are not acting as a "group" for purposes of Section 13(d) under the 1934 Act and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities held by any of them or by any persons or entities advised by FRI or its subsidiaries. Item 8. Identification and Classification of Members of the Group Not Applicable CUSIP No. 337400105 13G Page 10 of 15 Pages Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. This report shall not be construed as an admission by any of the FRI Entities that it is the beneficial owner of any securities covered by this report. CUSIP No. 337400105 13G Page 11 of 15 Pages Signatures After reasonable 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. November 22, 1996 Date FRANKLIN RESOURCES, INC. S\DEBORAH R. GATZEK Signature Deborah R. Gatzek Senior Vice President & General Counsel Name/Title __________ S\CHARLES B. JOHNSON Signature S\DEBORAH R. GATZEK Signature Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Charles B. Johnson as attached to this Schedule 13G ___________ S\RUPERT H. JOHNSON Signature S\DEBORAH R. GATZEK Signature Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Rupert H. Johnson as attached to this Schedule 13G ___________ S\DEBORAH R. GATZEK Signature By: Deborah R. Gatzek FRANKLIN MUTUAL ADVISERS, INC. Assistant Secretary Name/Title CUSIP No. 337400105 13G Page 12 of 15 Pages Signatures After reasonable 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. November 22, 1996 Date S\DEBORAH R. GATZEK Signature By: Deborah R. Gatzek Franklin Mutual Advisers, Inc. as agent for Franklin Mutual Series Fund Inc. Assistant Secretary Name/Title CUSIP No. 337400105 13G Page 13 of 15 Pages POWER OF ATTORNEY CHARLES B. JOHNSON hereby appoints DEBORAH R. GATZEK his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D or 13G, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an officer, director or shareholder of Franklin Resources, Inc. and granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. S\CHARLES B. JOHNSON POWER OF ATTORNEY RUPERT H. JOHNSON hereby appoints DEBORAH R. GATZEK his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D or 13G, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an officer, director or shareholder of Franklin Resources, Inc. and granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. S\RUPERT H. JOHNSON CUSIP No. 337400105 13G Page 14 of 15 Pages JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement and that such statement and all amendments to such statement is made on behalf of each of them. IN WITNESS WHEREOF, the undersigned hereby execute this agreement on November 22, 1996. FRANKLIN RESOURCES, INC. S\DEBORAH R. GATZEK Signature Deborah R. Gatzek Senior Vice President & General Counsel Name/Title __________ S\CHARLES B. JOHNSON Signature S\DEBORAH R. GATZEK Signature Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Charles B. Johnson as attached to this Schedule 13G ___________ S\RUPERT H. JOHNSON Signature S\DEBORAH R. GATZEK Signature Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Rupert H. Johnson as attached to this Schedule 13G ___________ CUSIP No. 337400105 13G Page 15 of 15 Pages S\DEBORAH R. GATZEK Signature By: Deborah R. Gatzek FRANKLIN MUTUAL ADVISERS, INC. Assistant Secretary Name/Title ___________ S\DEBORAH R. GATZEK Signature By: Deborah R. Gatzek Franklin Mutual Advisers, Inc. as agent for Franklin Mutual Series Fund Inc. Assistant Secretary Name/Title -----END PRIVACY-ENHANCED MESSAGE-----