-----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, Mz0WIj3khT63yWQFpxwRFZtzKtWKqO4rr6VfgIpwohdtmtsof9pPFd6K2fS9i9zb GBAP0tbRPFanOrnDXcGPFA== 0000895345-98-000281.txt : 19980508 0000895345-98-000281.hdr.sgml : 19980508 ACCESSION NUMBER: 0000895345-98-000281 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980507 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: DFAN14A SEC ACT: SEC FILE NUMBER: 001-06249 FILM NUMBER: 98612968 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: GOTHAM PARTNERS LP /NY/ CENTRAL INDEX KEY: 0000899983 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363593298 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 110 EAST 42ND ST 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122860300 MAIL ADDRESS: STREET 1: 110 EAST 42 ND ST 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 DFAN14A 1 DFAN14A FOR IMMEDIATE RELEASE Contacts: Bill Ackman or George Sard/David Reno David Berkowitz Sard Verbinnen & Co Gotham Partners (212) 687-8080 (212) 286-0300 GOTHAM PARTNERS DENIES FIRST UNION REAL ESTATE'S LATEST CLAIM AND CALLS IT LAST-DITCH EFFORT TO AVOID DEFEAT New York, May 7, 1998 - Gotham Partners, L.P. today said that First Union Real Estate Investments (NYSE:FUR) latest filing in federal district court is a last-ditch effort by desperate management to avoid defeat at the Company's May 19th meeting. Gotham emphatically denied all claims made by First Union Real Estate in its latest filing. In a recent ruling against the Company, an Ohio court ruled that management was "primarily motivated by a desire to derail Gotham's efforts to change the Company's course and replace top management. First Union's management's efforts to disenfranchise Gotham do not appear to be designed to protect First Union's REIT status but rather management." Gotham does not believe that management and the Board can defend the Company's record of poor performance. Since James Mastandrea became CEO, the Company's share price has declined and dividends have been substantially slashed. But at the same time Mr. Mastandrea's compensation has dramatically increased from approximately $1.5 million in 1994 to approximately $6 million in 1997. It is clear to Gotham from these figures why Mr. Mastandrea wants to keep his position. But it is equally clear why shareholders must vote for Gotham's proposal at the May 19th meeting to put an end to the Company's poor performance. Gotham said that it will vigorously defend itself against all of First Union's claims and remains undeterred by management's entrenchment tactics. At the May 19 meeting, shareholders will vote on a proposal by Gotham Partners to increase the size of the First Union Real Estate Board from nine members to 15 members. Gotham has also nominated a slate of nominees to fill the three existing seats as well as the six new seats that would be created under the Gotham proposal. # # # -----END PRIVACY-ENHANCED MESSAGE-----