-----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, JkrMCqIy3NdWsCZqOJbN53NhNFH9p3Q7rGlQZILWxXlU5zaSnvc1hhtO1eD4LaNe 1UBr8bbQXnDo3KsBAtFLug== 0000895345-98-000314.txt : 19980514 0000895345-98-000314.hdr.sgml : 19980514 ACCESSION NUMBER: 0000895345-98-000314 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980513 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: 98618977 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 ALEX. BROWN REPORT SAYS RECENT MEETING WITH GOTHAM PARTNERS YIELDS POSITIVE OUTLOOK SHOULD GOTHAM WIN FIRST UNION REAL ESTATE PROXY FIGHT REPORT TARGETS SHARE PRICE OF UP TO $13 IF GOTHAM IS SUCCESSFUL, TARGET OF $7 IF CURRENT MANAGEMENT PREVAILS NEW YORK, MAY 13, 1998 -- Gotham Partners said today that BT Alex. Brown Incorporated issued an analyst report on May 11th after meeting with Gotham indicating that they were "impressed with Gotham's plans..." for First Union Real Estate (NYSE:FUR) and "more assured that the [Gotham] principals had relationships such that First Union would be provided access to a deal pipeline of attractively priced opportunities." BT Alex. Brown indicated in the report that they believed that the stock would appreciate substantially from current levels if Gotham is successful, and indicated that the stock price would drop significantly in the event First Union management wins the proxy battle: "Should Gotham lose, we are reiterating our existing price target of $7 and earnings estimates. Should Gotham be successful, we believe the principals at Gotham will move quickly to realize stockholder value, either via selective asset sales or a rapid expansion program. Assigning target prices or earnings estimates under such a scenario is difficult at best, but it appears likely the dilution from both the above average general and administrative costs and the manufacturing arm of Imperial Parking could be eliminated, resulting in an improvement to our estimates of FFO per share to roughly $0.80 from $0.70 (all else being equal), but with the real upside expected to result from what could be a more expansive acquisition program coupled with likely asset sales, which could drive the stock price to the $13 level, or 16 times our potentially revised 1999 estimate of FFO per share." The report indicates that within the past three years, BT Alex. Brown or a predecessor has managed or co-managed a public offering of First Union securities. BT Alex. Brown has consented to the use of its report in Gotham's public statements and filings. Gotham has proposed expanding First Union's Board of Trustees from nine to 15 members, and has nominated a slate to fill the nine seats that would be up for election at the May 19th special meeting if the proposal is adopted. If you have any questions, please call 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-----