-----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, Qspmv5kwsdbHyJTbbbgb5vvkHT9qd5ZgLOIYQDnD4y8qsCz/Z/e6wxQaCIzmDly5 bF24uYgK5Y7/hhJDnV/vNg== 0000950172-97-000004.txt : 19970107 0000950172-97-000004.hdr.sgml : 19970107 ACCESSION NUMBER: 0000950172-97-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970106 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 005-19676 FILM NUMBER: 97501394 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: APOLLO REAL ESTATE INVESTMENT FUND II L P CENTRAL INDEX KEY: 0001017831 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223443725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O APOLLO REAL ESTATE ADVISORS II LP STREET 2: TWO MANHATTANVILLE ROQD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 2128567000 MAIL ADDRESS: STREET 1: C/O APOLLO REAL ESTAE ADVISORS II L P STREET 2: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D 1 SCHEDULE 13D 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 Security) 337 400 105 -------------- (CUSIP Number) W. Edward Scheetz c/o Apollo Real Estate Advisors, L.P. 1301 Avenue of the Americas New York, New York 10019 Telephone: (212) 261-4000 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Patrick J. Foye, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, NY 10022 Telephone: (212) 735-2274 December 27, 1996 -------------------------------------------------------------- (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 statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with the statement: [X] SCHEDULE 13D CUSIP No. 1 name of reporting person s.s. or i.r.s. identification no. of above person APOLLO REAL ESTATE INVESTMENT FUND II, L.P. 2 check the appropriate box if a member of a group (a) (X) (b) ( ) 3 sec use only 4 source of funds AF 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 7 sole voting power 0 NUMBER OF SHARES 8 shared voting power BENEFICIALLY 942,093 OWNED BY EACH 9 sole dispositive power REPORTING 0 PERSON WITH 10 shared dispositive power 942,093 11 aggregate amount beneficially owned by each reporting person 942,093 12 check box if the aggregate amount in row (11) excludes certain shares ( ) 13 percent of class represented by amount in row (11) 5.2% 14 type of reporting person PN SCHEDULE 13D CUSIP No. 1 name of reporting person s.s. or i.r.s. identification no. of above person APOLLO REAL ESTATE ADVISORS II, L.P. 2 check the appropriate box if a member of a group (a) (X) (b) ( ) 3 sec use only 4 source of funds WC, OO 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 7 sole voting power 0 NUMBER OF SHARES 8 shared voting power BENEFICIALLY 942,093 OWNED BY EACH 9 sole dispositive power REPORTING 0 PERSON WITH 10 shared dispositive power 942,093 11 aggregate amount beneficially owned by each reporting person 942,093 12 check box if the aggregate amount in row (11) excludes certain shares ( ) 13 percent of class represented by amount in row (11) 5.2% 14 type of reporting person PN This Schedule 13D is being filed by Apollo Real Estate Investment Fund II, L.P. and Apollo Real Estate Advisors II, L.P. with respect to the Shares of Beneficial Interest (the "Shares") of First Union Real Estate Equity and Mortgage Investments, an Ohio business trust ("First Union"). Item 1. Security and Issuer. This statement relates to the Shares of First Union. The principal executive offices of First Union are located at 55 Public Square, Suite 1900, Cleveland, Ohio 44113. Item 2. Identity and Background. (a)-(c), (f). This statement is being filed jointly by Apollo Real Estate Investment Fund II, L.P. ("AREIF II"), a limited partnership organized under the laws of Delaware and Apollo Real Estate Advisors II, L.P. ("AREA II"), a limited partnership organized under the laws of Delaware. AREIF II and AREA II are sometimes collectively referred to herein as the "Reporting Persons". AREIF II is principally engaged in the business of investment in real estate-related interests. The address of AREIF II's principal executive office and principal business is c/o Apollo Real Estate Advisors II, L.P., Two Manhattanville Road, Purchase, New York 10577. AREA II is the managing general partner of AREIF II. AREA II is principally engaged in the business of serving as managing general partner of AREIF II. The address of AREA II's principal executive office and principal business is c/o Apollo Real Estate Advisors II, L.P., Two Manhattanville Road, Purchase, New York 10577. The sole general partner of AREA II is Apollo Real Estate Capital Advisors II, Inc., a Delaware corporation ("Capital Advisors II"). Capital Advisors II is principally engaged in the business of serving as general partner of AREA II. Information attached hereto as Schedule I is information concerning the general partners of the Reporting Persons and the executive officers and directors of Capital Advisors II, which information is required to be disclosed in response to Item 2 and general instruction C to Schedule 13D. Each of such persons is a citizen of the United States. All such persons on Schedule I disclaim beneficial ownership of and any pecuniary interest in the Shares beneficially owned by the Reporting Persons. (d) and (e). Neither AREIF II, AREA II, Capital Advisors II, nor, to the best of these entities knowledge, any of the individuals named in Schedule I hereto has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 activities subject to, federal or state securities laws or finding any violation of such laws. Item 3. Source and Amount of Funds or Other Consideration. In connection with the purchase of the Shares, the Reporting Persons beneficially own an aggregate of 942,093 Shares which were purchased at a total purchase price of approximately $8,994,260 as of the date hereof. The purchases were financed with cash on hand and borrowed funds pursuant to a margin loan made in the ordinary course of business by a registered broker- dealer. Item 4. Purpose of the Transaction. The Reporting Persons acquired beneficial ownership of the Shares in the ordinary course of business for investment purposes and not with the purpose of changing or influencing control of First Union. The Reporting Persons have considered various alternative proposals to increase the value of their Shares and may from time to time consider implementing such alternatives. In this respect, the Reporting Persons retain the right to change their investment intent, to propose one or more possible transactions to First Union's trustees, to acquire additional Shares from time to time or to sell or otherwise dispose of all or part of the Shares beneficially owned by them in any manner permitted by law. On December 23, 1996, representatives of the Reporting Persons met with First Union's chairman and chief executive, James C. Mastandrea, to discuss the foregoing intentions with respect to the Shares. In the event of a material change in the present plans or intentions of the Reporting Persons, the Reporting Persons will amend this Schedule 13D to reflect such change. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, the Reporting Persons beneficially own an aggregate of 942,093 Shares which represents approximately 5.2% of the outstanding Shares of First Union. This amount is represented by 216,800 Shares and 219,400 shares of First Union Series A Cumulative Convertible Redeemable Preferred Shares of Beneficial Interest (the "Preferred Shares"). Each Preferred Share is immediately convertible into 3.3058 Shares. (b) The Reporting Persons share the voting and dispositive power with respect to the 942,093 Shares which they beneficially own. To the best of the Reporting Persons' knowledge, none of the individuals listed on Schedule I owns any Shares or can vote or direct the vote of any Shares, nor can any such individual dispose or direct the disposition of any Shares. (c) Except as set forth on Schedule II, no person named in response to paragraph (a) of this Item has effected any transaction in the Shares during the past sixty days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (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. SCHEDULE I The following sets forth information with respect to the executive officers and directors of Capital Advisors II, which is the sole general partner of AREA II. Messrs. Leon D. Black, John J. Hannan and William L. Mack are executive officers and directors of Capital Advisors II. The principal occupation of each of Messrs. Black and Hannan is to act as an executive officer and director of Apollo Capital Management, Inc., a Delaware corporation ("Apollo Capital"), and of Lion Capital Management, Inc., a Delaware corporation ("Lion Management"). Messrs. Black and Hannan are founding principals of Apollo Advisors, L.P. ("Apollo Advisors"), Lion Advisors, L.P. ("Lion Advisors"), and together with Mr. Mack of Apollo Real Estate Advisors II, L.P. The principal occupation of Mr. Mack is to act as a consultant to Apollo Advisors and as a principal to Apollo Real Estate Advisors, L.P. and to act as President and Managing Partner of the Mack Organization, an owner and developer of and investor in office and industrial buildings and other commercial properties. The principal business of Apollo Advisors and of Lion Advisors is to provide advice regarding investments in securities and the principal business of Apollo Real Estate Advisors, L.P. is to provide advice regarding investments in real estate and real estate-related investments. The business address of each of Messrs. Black, Hannan and Mack is c/o Apollo Real Estate Management II, L.P., 1301 Avenue of the Americas, New York, New York 10019. SCHEDULE II TRANSACTIONS IN THE SECURITIES Set forth below are the transactions in the Shares and the Preferred Shares that were effected during the past sixty days by AREIF II through its registered broker-dealer in New York. Transactions in parenthesis indicate the disposition of Shares. Number of Price per Date Shares Share Series 11/8/96 75,000 $8.6250 Shares 11/11/96 438,000 8.9934 Shares 11/11/96 25,700 30.1196 Preferred 11/12/96 240,600 9.9438 Shares 11/12/96 10,200 32.9608 Preferred 11/14/96 (38,600) 10.3750 Shares 11/14/96 11,700 34.3750 Preferred 11/15/96 (52,800) 10.1998 Shares 11/15/96 16,000 33.9570 Preferred 11/21/96 (506,400) 10.1224 Shares 11/21/96 153,200 33.9821 Preferred 11/25/96 2,600 33.5000 Preferred 12/27/96 45,000 12.0000 Shares 12/30/96 1,000 11.8750 Shares 12/30/96 15,000 12.0000 Shares SIGNATURE 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. Dated: January 6, 1997 APOLLO REAL ESTATE INVESTMENT FUND II, L.P. By: Apollo Real Estate Advisors II, L.P. Managing Member By: Apollo Real Estate Capital Advisors II, Inc. General Partner By: /s/ Michael D. Weiner --------------------------- Name: Michael D. Weiner Title: Vice President, Apollo Real Estate Capital Advisors II, Inc. APOLLO REAL ESTATE ADVISORS II, L.P. By: Apollo Real Estate Capital Advisors II, Inc. General Partner By: /s/ Michael D. Weiner -------------------------- Name: Michael D. Weiner Title: Vice President, Apollo Real Estate Capital Advisors II, Inc. -----END PRIVACY-ENHANCED MESSAGE-----