-----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, EY1gfBsoUw2C+NCw1xDOAaXVAM0UZHGH6pmNGCYo00Nw2C708kuVcWLKd6Moq5uq P+y57tRnxtIYZGj28by18w== 0001029574-01-500005.txt : 20010208 0001029574-01-500005.hdr.sgml : 20010208 ACCESSION NUMBER: 0001029574-01-500005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010207 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/A SEC ACT: SEC FILE NUMBER: 005-19676 FILM NUMBER: 1526785 BUSINESS ADDRESS: STREET 1: 551 FIFTH AVE STREET 2: STE 1416 CITY: NEW YORK STATE: NY ZIP: 10176 BUSINESS PHONE: 2129051104 MAIL ADDRESS: STREET 1: 551 FIFTH AVE STREET 2: SUITE 1416 CITY: NEW YORK STATE: NY ZIP: 10176 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIES HILL CORP CENTRAL INDEX KEY: 0000937708 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 161023268 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1350 ONE M & T PLAZA CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 7168456000 MAIL ADDRESS: STREET 1: 1350 ONE M & T PLAZA CITY: BUFFALO STATE: NY ZIP: 14203 SC 13D/A 1 first1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D AMENDMENT NO. 1 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 Securities 337400-10-5 ____________________________ (CUSIP Number) Brent D. Baird 1350 One M&T Plaza Buffalo, New York 14203 (Phone: (716) 849-1484) _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 1, 2001 _______________________ (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(e), 13d-1(f) or 13d-1(g), check the following box __. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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). SCHEDULE 13D Amendment No. 1 CUSIP NO. 337400-10-5 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Aries Hill Corp. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 50,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 50,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.127% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 337400-10-5 1. Name of Reporting Person SS or Identification No. of above person (optional) Bruce C. Baird 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 137,500 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 137,500 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.349% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 337400-10-5 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Bridget B. Baird, as Successor Trustee under an Agreement with Cameron Baird dated 12/23/38 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 186,300 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 186,300 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,300 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.473% 14. TYPE OF REPORTING PERSON* IN, 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 337400-10-5 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) The Cameron Baird Foundation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 1,118,756 (includes 654,800 Shares of BY EACH REPORTING Beneficial Interest plus 94,300 PERSON WITH Series A Preferred Shares which are convertible to 463,956 Shares of Beneficial Interest) 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 1,118,756 (see line 7) 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,118,756 (see line 7) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.807% 14. TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 337400-10-5 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) First Carolina Investors, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 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 7. SOLE VOTING POWER BENEFICIALLY OWNED 2,108,132 (includes 1,458,200 Shares BY EACH REPORTING of Beneficial Interest plus 132,100 PERSON WITH Series A Preferred Shares which are convertible to 649,932 Shares of Beneficial Interest) 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 2,108,132 (see line 7) 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,108,132 (see line 7) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.264% 14. TYPE OF REPORTING PERSON* CO, IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Amendment No. 1 INTRODUCTION The acquisition of shares of beneficial interest ("Shares of Beneficial Interest") of First Union Real Estate Equity and Mortgage Investments (the "Issuer") was previously reported in a Schedule 13D filed by five Reporting Persons (the "Reporting Persons") with the Securities and Exchange Commission on December 20, 2000 (the "Original Schedule 13D"). The Original Schedule 13D is hereby amended as set forth in this Amendment No. 1. Two of the Reporting Persons (The Cameron Baird Foundation and First Carlina Investors, Inc.) own, in addition to Shares of Beneficial Interest, Series A Cumulative Redeemable Preferred Shares of Beneficial Interest ("Series A Preferred Shares"). Each Series A Preferred Share is convertible to 4.92 Shares of Beneficial Interest. Under SEC Rule 13d-3, a person is deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security through the conversion of another security owned by such person. For purposes of reporting The Cameron Baird Foundation's and First Carolina Investors, Inc.'s ownership of Shares of Beneficial Interest, this Amendment No. 1 reflects such Reporting Persons' ownership of Series A Preferred Shares. The cover pages are hereby amended to read as shown in this Amendment No. 1. Items 3 and 5 are hereby amended as shown in this Amendment No. 1. All other items remain unchanged from the Original Schedule 13D, and are incorporated herein by reference. NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY THE REPORTING PERSONS SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL INTEREST. ITEM 3. SOURCE AND AMOUNT OF FUNDS. Item 3 is hereby amended to add the following: The following table shows the approximate amounts of funds paid for the Shares of Beneficial Interest by the Reporting Persons since the filing of the Original Schedule 13D. Included in the following table is the amounts of funds paid for Series A Preferred Shares by the Reporting Persons since the filing of the Original Schedule 13D. The following table does not include brokerage commissions. Bridget B. Baird, $54,563 as Successor Trustee The Cameron Baird $474,650 Foundation First Carolina Investors, Inc. - Shares of Beneficial $399,494 Interest - Series A Preferred $1,841,700 Shares ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended to read as follows: (a) The Reporting Persons hereby report beneficial ownership, in the manner hereinafter described, of 3,600,688 Shares of Beneficial Interest. 2,486,800 of such Shares of Beneficial Interest are attributable to Shares of Beneficial Interest currently held by the Reporting Persons. 1,113,888 of such Shares of Beneficial Interest are attributable to 226,400 Series A Preferred Shares, which are convertible to 1,113,888 Shares of Beneficial Interest:
Percentage of Number Of Outstanding Shares Held in the Name of Shares Security Aries Hill Corp. 50,000 0.127% (1) Bruce C. Baird (2) 137,500 0.349% (1) Bridget B. Baird, 186,300 0.473% (1) as Successor Trustee (3) The Cameron Baird 1,118,756 (4) 2.807% (5) Foundation First Carolina Investors, 2,108,132 (6) 5.264% (7) Inc. ______ _____ TOTAL 3,600,688 (8) 8.888% (9)
(1) The foregoing percentages assume that the number of Shares of Beneficial Interest outstanding is 39,396,604 Shares (as reported by the Issuer as of December 31, 2000). (2) 97,500 of such Shares are held by Bruce C. Baird individually, and 40,000 of such Shares are held by Bruce C. Baird's individual retirement account. (3) Jane D. Baird is the income beneficiary and the issue of Jane D. Baird are the remainder beneficiaries under a trust agreement dated 12/23/38. (4) 654,800 Shares of Beneficial Interest are currently held by the Reporting Person. 94,300 Series A Preferred Shares are currently held by the Reporting Person, which are convertible to 463,956 Shares of Beneficial Interest. (5) This percentage assumes that the number of Shares of Beneficial Interest outstanding is 39,860,560 (39,396,604 shares of Beneficial Interest currently outstanding plus 463,956 additional Shares of Beneficial Interest outstanding if the Reporting Person were to convert 94,300 Series A Preferred Shares into 463,956 Shares of Beneficial Interest). (6) 1,458,200 Shares of Beneficial Interest are currently held by the Reporting Person. 132,100 Series A Preferred Shares are currently held by the Reporting Person, which are convertible to 649,932 Shares of Beneficial Interest. (7) This percentage assumes that the number of Shares of Beneficial Interest outstanding is 40,046,536 (39,396,604 Shares of Beneficial Interest currently outstanding plus 649,932 additional Shares of Beneficial Interest outstanding if the Reporting Person were to convert 132,100 Series A Preferred Shares into 649,932 Shares of Beneficial Interest). (8) 2,486,800 Shares of Beneficial Interest are currently held by the Reporting Persons. 226,400 Series A Preferred Shares are currently held by the Reporting Persons, which are convertible to 1,113,888 Shares of Beneficial Interest. (9) This percentage assumes that the number of Shares of Beneficial Interest outstanding is 40,510,492 (39,396,604 shares of Beneficial Interest currently outstanding plus 1,113,888 additional Shares of Beneficial Interest outstanding if the Reporting Persons were to convert 226,400 Series A Preferred Shares into 1,113,888 Shares of Beneficial Interest). (b) For each person named in paragraph (a), that person has sole voting and sole dispositive power over the Shares enumerated in paragraph (a). (c) The following purchases of the Shares were effected during the past sixty days:
Price/Share Number of (in Dollars Shares of Commissions Purchase In Beneficial not Transaction Made The Name Of Date Interest included) Through Bridget B. 12/19/00 5,000 2 7/16 First Clearing Corp. Baird, as 12/19/00 7,200 2 1/2 First Clearing Corp. Successor 12/20/00 10,000 2 7/16 First Clearing Corp. Trustee Cameron 12/20/00 2,800 2 7/16 First Clearing Corp. Baird 12/21/00 20,000 2 3/8 First Clearing Corp. Foundation 12/22/00 25,000 2 3/8 First Clearing Corp. 12/22/00 3,800 2 5/16 First Clearing Corp. 12/26/00 50,000 2 1/2 First Clearing Corp. 12/26/00 10,000 2 7/16 First Clearing Corp. 12/26/00 100 2 5/16 First Clearing Corp. 12/27/00 20,000 2 7/16 First Clearing Corp. 12/28/00 25,000 2 7/16 First Clearing Corp. 12/29/00 38,100 2 7/16 First Clearing Corp. First 1/3/01 8,800 2 7/16 First Clearing Corp. Carolina 1/4/01 1,900 2 7/16 First Clearing Corp. Investors 1/8/01 4,800 2 7/16 First Clearing Corp. 1/9/01 400 2 7/16 First Clearing Corp. 1/10/01 20,000 2 7/16 First Clearing Corp. 1/10/01 300 2 3/8 First Clearing Corp. 1/11/01 1,900 2 3/8 First Clearing Corp. 1/16/01 14,700 2 7/16 First Clearing Corp. 1/17/01 5,600 2 7/16 First Clearing Corp. 1/22/01 2,000 2 7/16 First Clearing Corp. 1/23/01 4,700 2 7/16 First Clearing Corp. 1/24/01 12,800 2 7/16 First Clearing Corp. 1/25/01 3,500 2 1/2 First Clearing Corp. 1/26/01 10,400 2 1/2 First Clearing Corp. 1/30/01 70,000 2 1/2 First Clearing Corp.
In addition to the foregoing purchases of Shares of Beneficial Interest, First Carolina Investors, on 2/1/01, purchased 87,700 Series A Preferred Shares at $21 per share through Robotti & Co., Inc. (d) Not applicable (e) Not applicable SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. DATED this 7th day of February, 2001. ARIES HILL CORP. By: s/ Brian D. Baird Brian D. Baird, Secretary Bruce C. Baird; and Bridget B. Baird, as Successor Trustee By: s/Brian D. Baird Brian D. Baird, as Attorney-in-fact The Cameron Baird Foundation By: s/Brian D. Baird Brian D. Baird, Trustee First Carolina Investors, Inc. By: s/Brent D. Baird Brent D. Baird, Chairman -----END PRIVACY-ENHANCED MESSAGE-----