-----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, TB1Vlmx9+2LjVoyv+hruYNu+pQxXKo8XcQeekL2xxgqlae2qzCrZjG793MGl+pmM 7Wear9fHq95khv6fUhjyXA== 0000905718-98-000150.txt : 19980218 0000905718-98-000150.hdr.sgml : 19980218 ACCESSION NUMBER: 0000905718-98-000150 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 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 13D SEC ACT: SEC FILE NUMBER: 005-19676 FILM NUMBER: 98543263 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: FEINBERG STEPHEN CENTRAL INDEX KEY: 0000947822 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 PARK AVE STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128912120 MAIL ADDRESS: STREET 1: 450 PARK AVE STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares of Beneficial Interest, par value $1.00 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 337400105 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Stephen Feinberg Robert G. Minion, Esq. 450 Park Avenue Lowenstein, Sandler, Kohl, 28th Floor Fisher & Boylan, P.A. New York, New York 10022 65 Livingston Avenue (212) 421-2600 Roseland, New Jersey 07068 (973) 992-8700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) February 6, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule l3d-1(a) 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). ________________________________________________________________________________ 1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above Persons): Stephen Feinberg ________________________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable ________________________________________________________________________________ 3) SEC Use Only ________________________________________________________________________________ 4) Source of Funds (See Instructions): WC ________________________________________________________________________________ 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable ________________________________________________________________________________ 6) Citizenship or Place of Organization: United States ________________________________________________________________________________ Number of 7) Sole Voting Power: * Shares Beneficially 8) Shared Voting Power: * Owned by Each Reporting 9) Sole Dispositive Power: * Person With: 10) Shared Dispositive Power: * ________________________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,602,327* ________________________________________________________________________________ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable ________________________________________________________________________________ 13) Percent of Class Represented by Amount in Row (11): 5.7%* ________________________________________________________________________________ 14) Type of Reporting Person (See Instructions): IA, IN ________________________________________________________________________________ * 348,000 common shares (1.2%) of First Union Real Estate Equity and Mortgage Investments are owned by Cerberus Partners, L.P., a limited partnership organized under the laws of Delaware ("Cerberus"). 869,931 common shares (3.1%) of First Union Real Estate Equity and Mortgage Investments are deemed owned by Cerberus International, Ltd., a corporation organized under the laws of the Bahamas ("International"). 70,300 common shares (0.2%) of First Union Real Estate Equity and Mortgage Investments are owned by Ultra Cerberus Fund, Ltd., a corporation organized under the laws of the Bahamas ("Ultra"). Stephen Feinberg possesses sole voting and investment control over all securities of First Union Real Estate Equity and Mortgage Investments owned by Cerberus, International and Ultra. In addition, 314,096 common shares (1.1%) of First Union Real Estate Equity and Mortgage Investments are owned by various other persons and entities for which Stephen Feinberg possess certain investment authority. See Item 5 for further information. Item 1. Security and Issuer. This statement relates to the common shares of beneficial interest, par value $1.00 per share (the "Shares"), of First Union Real Estate Equity and Mortgage Investments (the "Company"), whose principal executive offices are located at Suite 1900, 55 Public Square, Cleveland, Ohio 44113-1937. Item 2. Identity and Background. The person filing this statement is Stephen Feinberg, whose business address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg serves as (i) the managing member of Cerberus Associates, L.L.C., the general partner of Cerberus Partners, L.P. ("Cerberus"), and (ii) the investment manager for each of Cerberus International, Ltd. ("International"), Ultra Cerberus Fund, Ltd. ("Ultra") and certain other private investment funds (the "Funds"). Cerberus, International, Ultra and the Funds are engaged in the investment in personal property of all kinds, including but not limited to capital stock, depository receipts, investment companies, mutual funds, subscriptions, warrants, bonds, notes, debentures, options and other securities of whatever kind and nature. Mr. Feinberg has never been convicted in any criminal proceeding, nor has he been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now 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. Mr. Feinberg is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. All funds used to purchase securities of the Company on behalf of Cerberus, International, Ultra and the Funds come directly from the assets of Cerberus, International, Ultra and the Funds, respectively. Item 4. Purpose of Transaction. The acquisition of the securities referred to in Item 5 is for investment purposes on behalf of Cerberus, International, Ultra and the Funds, respectively, and Stephen Feinberg has no present plans or intentions which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. Based upon information set forth in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997, as of September 30, 1997 there were issued and outstanding 28,137,441 Shares. As of February 6, 1998, Cerberus owned 348,000 of such Shares, or 1.2% of those deemed outstanding for the purpose hereof; International owned 769,000 of such Shares (and 30,500 preferred shares of beneficial interest of the Company (the "Preferred Shares"), which such 30,500 Preferred Shares are, in the aggregate, convertible into 100,827 Shares, resulting in International owning for the purpose hereof 869,931 Shares), or 3.1% of those deemed outstanding for the purpose hereof; Ultra owned 70,300 of such Shares, or 0.2% of those deemed outstanding for the purpose hereof and the Funds in the aggregate owned 314,096 of such Shares, or 1.1% of those deemed outstanding for the purpose hereof. Stephen Feinberg possesses (i) sole power to vote and direct the disposition of all securities of the Company owned by each of Cerberus, International and Ultra and (ii) power to direct the disposition of the securities of the Company owned by the Funds. The following table sets forth the transactions by each of Cerberus, International, Ultra and the Funds in securities of the Company during the past sixty days, each of which were effected in an ordinary broker's transaction. Cerberus Partners, L.P. Date Quantity Price (Purchases) January 30, 1998 34,100 $11.82 February 3, 1998 36,600 11.35 February 4, 1998 5,000 11.45 February 5, 1998 59,000 11.50 February 6, 1998 46,000 10.69 (Sales) February 2, 1998 10,300 $11.48 Cerberus International, Ltd. Date Quantity Price (Purchases) January 30, 1998 44,000 $11.82 February 3, 1998 80,100 11.35 February 4, 1998 11,000 11.45 February 5, 1998 130,000 11.50 February 6, 1998 102,000 10.69 (Sales) February 2, 1998 13,000 $11.48 Ultra Cerberus Fund, Ltd. Date Quantity Price (Purchases) January 30, 1998 7,000 $11.82 February 3, 1998 7,400 11.35 February 4, 1998 1,000 11.45 February 5, 1998 12,000 11.50 February 6, 1998 9,000 10.69 (Sales) February 2, 1998 2,100 $11.48 The Funds Date Quantity Price (Purchases) January 30, 1998 65,000 $11.82 February 3, 1998 32,800 11.35 February 4, 1998 4,500 11.45 February 5, 1998 53,000 11.50 February 6, 1998 41,000 10.69 (Sales) February 2, 1998 19,200 $11.48 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. No contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between Stephen Feinberg and any person or entity. Item 7. Material to be Filed as Exhibits. Not applicable. Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. February 16, 1998 /s/ Stephen Feinberg Stephen Feinberg, in his capacity as the managing member of Cerberus Associates, L.L.C., the general partner of Cerberus Partners, L.P., and as the investment manager for each of Cerberus International, Ltd., Ultra Cerberus Fund, Ltd. and the Funds ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----