-----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, TquqaIJvIpOgNhPkgd+BghvJDomvQ0auJ5OSmxC3E+drJMvV3SPyw2W7ZhQDVSs/ pJF05pB7qr0mro93nHDt8w== 0000038777-98-000364.txt : 19980224 0000038777-98-000364.hdr.sgml : 19980224 ACCESSION NUMBER: 0000038777-98-000364 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980223 SROS: NYSE GROUP MEMBERS: CHARLES B. JOHNSON GROUP MEMBERS: FRANKLIN MUTUAL ADVISERS, INC. GROUP MEMBERS: FRANKLIN RESOURCES INC GROUP MEMBERS: FRANKLIN RESOURCES, INC. GROUP MEMBERS: RUPERT H. JOHNSON, JR. 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 13D SEC ACT: SEC FILE NUMBER: 005-19676 FILM NUMBER: 98547522 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 13D BUSINESS ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD STREET 2: 6TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 6503123000 MAIL ADDRESS: STREET 1: FRANKLIN RESOURCES INC STREET 2: 901 MARINERS ISLAND BLVD 6TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94404 SC 13D 1 CUSIP No. 337400105 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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) Jeffrey Altman Peter A. Langerman Franklin Mutual Advisers, Inc. 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 973.912.2042 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 12, 1998 (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-l(b)(3) or (4), check the following box [X]. *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). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Mutual Advisers, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS See Item 3 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 2,940,418 (See Item 5) 8. SHARED VOTING POWER 9. SOLE DISPOSITIVE POWER 2,940,418 (See Item 5) 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,940,418 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.3% 14. TYPE OF REPORTING PERSON IA 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Resources, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS See Item 3 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER (See Item 5) 8. SHARED VOTING POWER (See Item 5) 9. SOLE DISPOSITIVE POWER (See Item 5) 10. SHARED DISPOSITIVE POWER (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,940,418(See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.3% 14. TYPE OF REPORTING PERSON HC 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. SOURCE OF FUNDS See Item 3 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER (See Item 5) 8. SHARED VOTING POWER (See Item 5) 9. SOLE DISPOSITIVE POWER (See Item 5) 10. SHARED DISPOSITIVE POWER (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,940,418 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.3% 14. TYPE OF REPORTING PERSON HC (See Item 5) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rupert H. Johnson, Jr. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS See Item 3 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER (See Item 5) 8. SHARED VOTING POWER (See Item 5) 9. SOLE DISPOSITIVE POWER (See Item 5) 10. SHARED DISPOSITIVE POWER (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,940,418(See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.3% 14. TYPE OF REPORTING PERSON HC (See Item 5) Item 1. Security and Issuer This Statement relates to the Units of Beneficial Interest (the "Units") of First Union Real Estate Equity & Mortgage Investments (the "Issuer"). The Issuer's principal executive offices are located at 55 Public Square, Suite 1900, Cleveland, OH 44113. Item 2. Identity and Background (a) Name: Franklin Mutual Advisers, Inc. ("FMAI") (b) State of Organization: Delaware (c) Principal Business: An investment adviser registered with the U.S. Securities and Exchange Commission and investment adviser to the Franklin Mutual Series Fund Inc. Address of Principal Business/Principal Office: 51 John F. Kennedy Parkway Short Hills, NJ 07078 (d) Criminal Convictions: None (e) Civil Proceedings: None Item 2. Identity and Background (a) Name: Franklin Resources, Inc. (b) State of Organization: Delaware (c) Principal Business: A diversified financial services holding company whose primary business is providing, through operating subsidiaries, management, administrative, and distribution services to the open and closed-end investment companies comprising the Franklin/Templeton Group of Funds, Franklin Mutual Series Fund Inc., managed accounts and other investment products. Address of Principal Business/Principal Office: 777 Mariners Island Blvd. San Mateo, CA 94404 (d) Criminal Convictions: None (e) Civil Proceedings: None Item 2. Identity and Background (a) Name: Charles B. Johnson (b) Business Address: Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, California 94404 (c) Principal Business: President/Chief Executive Officer/Director/Principal Shareholder, Franklin Resources, Inc., Parent Company of a number of investment advisers and administrative companies providing investment advice and administrative services to the Franklin/Templeton Group of Funds, Franklin Mutual Series Fund Inc., managed accounts and other investment products. Director, FMAI, an investment adviser registered with the U.S. Securities and Exchange Commission and investment adviser to the Franklin Mutual Series Fund Inc. (d) Criminal Convictions: None (e) Civil Proceedings: None Item 2. Identity and Background (a) Name: Rupert H. Johnson, Jr. (b) Business Address: Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, California 94404 (c) Principal Business: Executive Vice President/Director/Principal Shareholder, Franklin Resources, Inc., Parent Company of a number of investment advisers and administrative companies providing investment advice and administrative services to the Franklin/Templeton Group of Funds, Franklin Mutual Series Fund Inc., managed accounts and other investment products. Director, FMAI, an investment adviser registered with the U.S. Securities and Exchange Commission and investment adviser to the Franklin Mutual Series Fund Inc. (d) Criminal Convictions: None (e) Civil Proceedings: None Item 2. Identity and Background (a) The name, residence or business address, and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director and each controlling person, if any, of the reporting persons named above is set forth in Exhibit A hereto. To the best knowledge of the persons listed in Item 2 hereof, each person listed on Exhibit A is a United States citizen and, during the last five years, no person listed in Exhibit A attached (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 3. Source and Amount of Funds or Other Consideration The securities reported herein were acquired with funds of approximately $28.9 million (including brokerage commissions). All such funds were provided by FMAI's advisory clients. Item 4. Purpose of Transaction The securities covered in this Statement were acquired by FMAI's advisory clients for the purpose of investment. Neither FMAI nor any executive officer or director of FMAI has any present plans or intentions to acquire or dispose of any securities of the Issuer other than on behalf of FMAI's clients for the purpose of investment. Advisory clients of FMAI have been shareholders of the Issuer since October 1996. Since that time, the Issuer has failed to implement a coherent business plan and strategic direction which fully takes advantage of the Issuer's unique structure. In fact, despite the Issuer's unique tax attributes, the market price for the Issuer's stock has actually declined since the beginning of 1997. In stark contrast, similarly structured companies such as Patriot American Hospitality, Inc. and Starwood Hotels and Resorts have, during the same period, embarked upon aggressive asset acquisition strategies which have seen their stock prices appreciate more than 16% and 45%, respectively. Further compounding management's failure to enhance the value of the Issuer's franchise is a misguided effort to entrench itself by litigating against its own shareholders. That the Issuer's management would dissipate resources in such a manner is a telling reflection of its priorities. Clearly the priorities of management need to be reassessed and realigned in conformity with the Issuer's shareholders. FMAI expects to support the solicitation of proxies by Gotham Partners, L.P. ("Gotham") and believes that acceptance of Gotham's proposal is in the best interests of the Issuer's shareholders. FMAI may decide to purchase on behalf of its advisory clients additional shares of the Units or other securities of the Issuer. In addition, FMAI may cause its advisory clients to dispose of any or all securities of the Issuer in any manner permitted by applicable securities laws. FMAI's advisory clients reserve the right to exercise any and all of their respective rights as a stockholder of the Issuer in a manner consistent with their equity interests. Other than as described above, neither FMAI nor any executive officer or director of FMAI has any present plans or proposals which relate to or would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (ii) the sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iii) 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; (iv) any material change in the present capitalization or dividend policy of the Issuer; (v) any other material change in the Issuer's business or corporate structure; (vi) 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; (vii) 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; (viii) a class of equity security of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a-b) One or more of FMAI's advisory clients is the owner of 2,940,418 shares of the Units representing approximately 9.3% of the outstanding shares of Units. 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 "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 therefore 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 subsidiaries. FMAI, FRI and the Principal Shareholders each disclaim any economic interest or beneficial ownership in any of the securities covered by this Statement owned by advisory clients of FRI subsidiaries. Furthermore, FRI, FMAI, and the Principal Shareholders 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 subsidiaries. (c) Exhibit B sets forth all transactions in the shares of the Units within the past sixty days. (d) No person other than respective advisory clients of FMAI have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of the securities being reported herein. Mutual Discovery Fund, a series of Franklin Mutual Series Fund Inc., an investment company registered under the Investment Company Act of 1940, has an interest in more than five percent of the class of securities being reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer Other than as disclosed above, no persons named in Item 2 herein, nor to the best of such person's knowledge, no person named in Exhibit A hereto, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits Exhibit A Executive Officers and Directors of Reporting Persons Exhibit B Summary of Transactions Within the Last Sixty Days 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. February 23, 1998 Franklin Mutual Advisers, Inc. Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. S\LESLIE M. KRATTER By: Leslie M. Kratter Secretary, Franklin Mutual Advisers, Inc. Vice President & Assistant Secretary, Franklin Resources, Inc. Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13D Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13D JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) 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 13D 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 February 23, 1998. Franklin Mutual Advisers, Inc. Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. S\LESLIE M. KRATTER By: Leslie M. Kratter Secretary, Franklin Mutual Advisers, Inc. Vice President & Assistant Secretary, Franklin Resources, Inc. Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13D Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13D POWER OF ATTORNEY CHARLES B. JOHNSON hereby appoints LESLIE M. KRATTER his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, 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, JR. hereby appoints LESLIE M. KRATTER his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, 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, JR. Exhibit A EXECUTIVE OFFICERS AND DIRECTORS Name Present Principal Occupation/Employment Residence or Business Address Jennifer J. Bolt Vice President - FRI FRI Harmon E. Burns Executive Vice President/Secretary/Director - FRI Director - FMAI FRI Martin L. Flanagan Senior Vice President/Chief Financial Officer - FRI Director - FMAI FRI Deborah R. Gatzek Senior Vice President/Assistant Secretary/General Counsel - FRI Assistant Secretary - FMAI FRI F. Warren Hellman Director - FRI Partner in investment management firm Hellman & Friedman, 1 Maritime Plaza, 12th Floor, San Francisco, CA 94111 Donna S. Ikeda Vice President - FRI FRI Charles B. Johnson President/Chief Executive Officer/Director/Principal Shareholder - FRI Director - FMAI FRI Charles E. Johnson Senior Vice President/Director - FRI President of Templeton Worldwide, Inc., Investment Management Director - FMAI Templeton Worldwide, Inc., 500 E. Broward, Ste. 2100 Ft. Lauderdale, FL 22294 Gregory E. Johnson Vice President - FRI FRI Gordon Jones Vice President - FRI FRI Rupert H. Johnson, Jr. Executive Vice President/Director/Principal Shareholder - FRI Director - FMAI FRI Harry O. Kline Director - FRI 6501 Red Hook Plaza, #201, St. Thomas, VI 00802 Leslie M. Kratter Vice President/Assistant Secretary - FRI Secretary - FMAI FRI Kenneth A. Lewis Vice President - FRI FRI William J. Lippman Senior Vice President - FRI Franklin Advisory Services, Inc., One Parker Plaza, 16th Fl., Ft. Lee, NJ 07024 James A. McCarthy Director - FRI Private Investor 101 California Street, Suite 1400, San Francisco, CA 94111 Peter M. Sacerdote Director - FRI Limited Partner/Chair of Investment Committee, Goldman, Sachs Group, L.P., Investment banking Goldman, Sachs & Co. 85 Broad Street, New York, NY 10004 Louis E. Woodworth Director - FRI Private Investor/President, Alpine Corp. Alpine Corp., 1505 7th Avenue, Seattle, WA 98119 Jeffrey A. Altman Senior Vice President - FMAI FMAI James R. Baio Treasurer - FMAI FMAI Alan Cohen Vice President - FMAI Elizabeth N. Cohernour Vice President/General Counsel/Assistant Secretary - FMAI FMAI Robert L. Friedman Senior Vice President - FMAI FMAI Raymond Garea Senior Vice President - FMAI FMAI Ephraim Karpel Vice President - FMAI Peter A. Langerman Chief Operating Officer/Senior Vice President/Director - FMAI FMAI David Marcus Vice President - FMAI FMAI Susan Potto Vice President - FMAI FMAI Michael F. Price Chief Executive Officer/President/Director - FMAI FMAI Lawrence N. Sondike Senior Vice President - FMAI FMAI Leigh Walzer Vice President - FMAI FMAI David Winters Vice President - FMAI FMAI FRI Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, CA 94404 Parent Company of a number of investment advisers and administrative companies providing investment advice and administrative services to the Franklin/Templeton Group of Funds, Franklin Mutual Series Fund Inc., managed accounts and other investment products. FMAI Franklin Mutual Advisers, Inc. 51 John F. Kennedy Parkway Short Hills, NJ 07078 An investment adviser registered with the U.S. Securities and Exchange Commission and investment adviser to the Franklin Mutual Series Fund Inc. Exhibit B Summary of Transactions Within the Last Sixty Days Date Buy/Sell No. of Shares Price 1/30/98 buy 40,000 $11.875 2/12/98 (see note below) 1,897,519 (see note below) Note: 574,000 Convertible Preferred Units were converted into 1,897,519 shares of Beneficial Interest. -----END PRIVACY-ENHANCED MESSAGE-----