0000898822-01-500634.txt : 20011009
0000898822-01-500634.hdr.sgml : 20011009
ACCESSION NUMBER: 0000898822-01-500634
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010924
GROUP MEMBERS: GOTHAM GOLF PARTNERS, L.P.
GROUP MEMBERS: GOTHAM PARTNERS, L.P.
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: 425
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06249
FILM NUMBER: 1743592
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: 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: 425
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
425
1
sept24form425.txt
FORM 425
Filed by First Union Real Estate Equity and Mortgage Investments,
Gotham Partners, L.P.
Gotham Golf Partners, L.P.
Pursuant to Rule 425 under the
Securities Act of 1933 and
deemed filed pursuant to
Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: First Union Real Estate Equity and Mortgage Investments
Commission File No. 001-06249
* * * *
THE FOLLOWING IS A JOINT PRESS RELEASE ISSUED BY FIRST UNION REAL ESTATE EQUITY
AND MORTGAGE INVESTMENTS, GOTHAM PARTNERS, L.P. AND GOTHAM GOLF PARTNERS, L.P.
ON SEPTEMBER 24, 2001:
* * * *
FOR IMMEDIATE RELEASE CONTACTS:
FIRST UNION REAL ESTATE EQUITY NEIL H. KOENIG, CHIEF FINANCIAL OFFICER
AND MORTGAGE INVESTMENTS (212) 949-1373
GOTHAM PARTNERS, L.P. WILLIAM A. ACKMAN
(212) 286-0300
FIRST UNION REAL ESTATE ENTERS INTO LETTER OF INTENT WITH GOTHAM PARTNERS
NEW YORK, September 24, 2001 - First Union Real Estate Equity and Mortgage
Investments (NYSE: FUR) and Gotham Partners, L.P. jointly announced today that
they have executed a formal letter of intent which outlines a business
combination and cash-out merger transaction, in which First Union shareholders
will receive (1) cash of $2.20 per share, (2) the option of receiving either a
proportionate share in the continuing assets of First Union or an additional
$0.50 per share in cash (unless First Union's transaction fees exceed $2,000,000
in which case that per share cash amount will be reduced proportionately) and
(3) subscription rights to invest in a new entity, Gotham Golf Corp.
"We have structured a transaction that generates substantial
liquidity for First Union's shareholders while minimizing valuation
considerations, provides shareholders with the
opportunity to either participate in the ongoing liquidation of the Trust's
remaining non-cash assets or to receive an additional, immediate cash payment,
and gives shareholders the opportunity to join Gotham Golf Corp. in the future
by investing in the company if they elect to do so," said William A. Ackman,
Chairman of First Union's Board of Trustees, and a principal of Gotham Partners,
L.P. which owns a controlling interest in Gotham Golf Partners, L.P. ("GGP").
"We believe this transaction will bring substantial benefits to First Union and
its shareholders, at a time when the market needs some good news."
"This proposed transaction would provide First Union common
shareholders with a combination of liquidity and the opportunity for equity
participation," said Dan Altobello, a member of First Union's Board of Trustees,
and Chairman of the Special Committee charged with evaluating and negotiating
the proposed transaction. "We're ready to move forward with this process
expeditiously."
The proposed transaction will require First Union common shareholder
approval, which will be solicited pursuant to a proxy statement-prospectus. The
proposed transaction will be part of an integrated plan that will be consummated
at a single closing. As part of the transaction, First Union will merge with and
into a newly formed company, which will be named Gotham Golf Corp. following the
merger. Concurrently, in exchange for newly issued common stock of Gotham Golf
Corp., Gotham Partners, L.P. and certain of its affiliates will contribute to
Gotham Golf Corp. their equity interests in GGP, L.P. and related assets.
In connection with the merger, in exchange for their beneficial
interests, First Union's common shareholders will receive cash in the amount of
First Union's per common share net asset value, which will be $2.20 per share of
common stock. In addition, First Union common shareholders will receive
transferable rights to subscribe for stock in Gotham Golf Corp., in proportion
to their ownership of common shares immediately preceding the merger, for up to
an aggregate of $40 million in Gotham Golf Corp. equity.
In addition to the foregoing, First Union will distribute all of its
non-cash assets and certain amounts of cash to a newly formed company, First
Union Asset Company, or FAC. First Union's common shareholders will have the
option to receive (i) a pro rata distribution of FAC units, or (ii) cash of
$0.50 per unit (unless First Union's transaction fees exceed $2,000,000
in which case the per share cash amount will be reduced proportionately), in
lieu of their pro rata distribution of FAC units. FAC will assume all existing
and contingent liabilities of First Union other than (1) the $12.5 million of
8.875% Senior Notes due September 15, 2003, (2) the approximately $24.6 million
of 8.4% Series A Cumulative Convertible Redeemable Preferred Shares of preferred
stock (including any accrued but unpaid interest and dividends on such debt and
preferred stock) and (3) certain other specific liabilities, all of which will
remain obligations of First Union or its successor, Gotham Golf Corp. FAC will
also provide First Union with a blanket indemnity against claims for liabilities
related to the distributed assets or the proposed transaction. Gotham Golf Corp.
will provide or cause to be provided up to approximately $6 million of secured
working capital financing to support FAC's requirements. FAC will be managed by
a management team to be determined by the parties.
The proposed transaction will be effected pursuant to a combination
agreement in form and substance customary for comparable transactions, which
would be entered into only following (i) approval and recommendation by the
unaffiliated members of First Union's Board of Trustees in connection with the
consideration of the proposed transaction, and (ii) receipt by First Union of an
opinion from its independent financial advisor as to the fairness from a
financial point of view of the proposed transaction to First Union's common
shareholders unaffiliated with Gotham Partners, L.P. The obligation of First
Union and Gotham Partners, L.P. to consummate the proposed transaction will be
conditioned upon the satisfaction of certain customary closing conditions,
including, among other things, approval by no less than a majority of First
Union's common shareholders.
("GGP") is a golf course ownership, acquisition, and operating
company headquartered in Hershey, PA formed in 1997. Since 1997, GGP has
acquired and continues to own and operate 26 golf courses, 21 of which are
located within approximately 200 miles of GGP's headquarters. Prior to the
consummation of the transaction, the management of GGP will meet with
shareholders and other investors in an investor road show presentation that
should enable shareholders to make an informed decision about whether to
exercise their right to participate in an investment in GGP.
In connection with the proposed transaction Gotham Partners, L.P.
and certain of its affiliates have filed an amended Schedule 13D with the
Securities and Exchange Commission in respect of their beneficial interests in
First Union, including the full text of the letter of intent which more fully
sets forth the understanding among the parties. Shareholders and other
interested parties are urged to review that filing as well as the definitive
joint proxy statement/prospectus when it becomes available.
* * * *
These materials contain forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on First Union management's,
Gotham Partners, L.P.'s and Gotham Golf Partners' current expectations and
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements contained in this
release include statements about future financial and operating results and the
proposed First Union/Gotham Golf Partners business combination.
The following factors, among others, could cause actual results to
differ materially from those described in the forward-looking statements: the
risk that material adverse events will preclude consummation of the proposed
transaction, costs related to the proposed transaction; failure of the First
Union shareholders to approve the merger; and other economic, business,
competitive and/or regulatory factors affecting First Union's and Gotham Golf
Partner's businesses generally, including, without limitation, in the case of
First Union, those risks identified in First Union's annual report on Form 10-K,
for the year ended December 31, 2000, as amended, and the proxy statement filed
with the SEC on February 10, 2001, and in the case of Gotham Golf Partners,
risks associated with governmental regulation (including, among others,
environmental regulations and potential associated liabilities), general or
local economic conditions, a decrease in the number of people playing golf,
adverse weather conditions (including, among others, drought or shortage of
water), financial leverage, increased competition, seasonality, uninsured
losses, real estate investments generally (including, among others, the
illiquidity of real estate investments, the possibility that golf courses and
associated properties will generate revenues or yield returns lower than those
anticipated) and the risk that golf courses and associated properties will not
generate income sufficient to meet expenses including, among others, lease
obligations and existing capital requirements and planned capital expenditures.
First Union, Gotham Partners, L.P. and Gotham Golf Partners are under no
obligation to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new information, future
events or otherwise.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/
PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED IN THE
FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. The joint proxy statement/prospectus will be filed with
the Securities and Exchange Commission by First Union, Gotham Partners, L.P. and
Gotham Golf Partners. Investors and security holders
may obtain a free copy of the joint proxy statement/prospectus (when it is
available) and other documents filed by First Union, Gotham Partners, L.P. and
Gotham Golf with the Securities and Exchange Commission at the Commission's web
site at www.sec.gov. The joint proxy statement/prospectus and these other
documents may also be obtained for free from First Union. READ THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING
THE PROPOSED TRANSACTION.
First Union, Gotham Partners, L.P. and Gotham Golf, their respective trustees,
directors, partners, executive officers and certain other related persons and
employees may be soliciting proxies or deemed to be soliciting from First Union
shareholders in favor of the proposed transaction. Such persons may include the
following: Talton R. Embry, Jeffrey B. Citrin, Bruce R. Berkowitz, Daniel J.
Altobello, Brent Baird, Anne N. Zahner, William A. Ackman, David P. Berkowitz,
Gregory Lyss, Michael S. Weiss, R. D. Mays, John Caporaletti, Stephen J. Garchik
and William Leahy.
Collectively, as of [DATE], the trustees and executive officers of First Union
may be deemed to beneficially own approximately [__]% of the outstanding common
shares of First Union common stock. Collectively as of September 24, 2001,
Gotham Partners, L.P. and its affiliates may be deemed to beneficially own
approximately 16.75% of the outstanding common shares of First Union common
stock. Shareholders of First Union may obtain additional information regarding
the interests of the participants and additional information by reading the
joint proxy statement/prospectus when it becomes available.