-----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, KvSbFzTUyN6F1aXJl5N1PutDq+l/XHWGd2lFS+clyLOZfz6+D9Sr81HwI32OdcfV FgG6HCQAqSkFrC7Uc1Z1RQ== 0000895345-98-000307.txt : 19980513 0000895345-98-000307.hdr.sgml : 19980513 ACCESSION NUMBER: 0000895345-98-000307 CONFORMED SUBMISSION TYPE: DFRN14A 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: DFRN14A SEC ACT: SEC FILE NUMBER: 001-06249 FILM NUMBER: 98616695 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: DFRN14A 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 DFRN14A 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 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-----