-----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, BeUUiaH4cSaHx/FDFwAxuDB+4+lXUx4xvZFfN38K5T48BegNMtBOKUzdg3u7Nq/o sbBDp8exXsKGQ04fjNqIxA== 0000895345-98-000311.txt : 19980513 0000895345-98-000311.hdr.sgml : 19980513 ACCESSION NUMBER: 0000895345-98-000311 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980512 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: 98617119 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 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the registrant |_| Filed by a party other than the registrant |X| Check the appropriate box: |_| Preliminary proxy statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive proxy statement |X| Definitive additional materials |_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 First Union Real Estate Equity and Mortgage Investments ------------------------------------------------------- (Name of Registrant as Specified in Its Charter) Gotham Partners, L.P. ------------------------------------------------------- (Name of Person Filing Proxy Statement) Payment of filing fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transactions applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transaction: |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, schedule or registration statement no.: (3) Filing party: (4) Date filed: FOR IMMEDIATE RELEASE - --------------------- Contacts: Bill Ackman or George Sard/David Reno/Fred Bratman David Berkowitz Sard Verbinnen & Co Gotham Partners (212) 687-8080 (212) 286-0300 INSTITUTIONAL SHAREHOLDER SERVICES RECOMMENDS VOTE AGAINST FIRST UNION REAL ESTATE CHAIRMAN AT MAY 19 MEETING ISS RECOMMENDS VOTE FOR GOTHAM'S NOMINEES NEW YORK, MAY 12, 1998 - Institutional Shareholder Services (ISS), an independent proxy advisory firm, recommended in a report issued on May 7, 1998 that shareholders vote against First Union Real Estate's (NYSE:FUR) Chairman James C. Mastandrea and First Union's other nominees for the three board seats up for election at the Company's May 19, 1998 meeting. ISS recommended that shareholders vote in favor of the Gotham nominees for the three seats, and recommended against an expansion of the Board. In the report, ISS commented on First Union's attempts to disenfranchise Gotham: "Disenfranchising a shareholder is a serious matter. The fact that the board construes the declaration [of trust] to give it license to selectively seek a high degree of disclosure, to judge fulfillment, and to wield sanctions on all of the holder's shares should rouse fear in the heart of any shareholder. Such broad authority in the hands of any board is both arbitrary and reckless." Gotham believes that leaving the existing board in control will lead to the continued destruction of shareholder value. In light of the poor performance of the Company, strong measures are required to restore and create future value for shareholders. The existing board and management have had five years to create future value for shareholders, and despite the extraordinary performance of nearly every real estate asset class and real estate investment trust during this period, management and the board have failed to create any value for shareholders. Gotham urges shareholders to support its proposals at the special meeting on May 19. Shareholders who have questions should contact Bill Ackman, David Berkowitz or David Klafter at Gotham Partners at 212-286-0300. Gotham Partners is a private New York investment partnership. First Union is a stapled-stock real estate investment trust (REIT). -----END PRIVACY-ENHANCED MESSAGE-----