-----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, RtVePoIyDpBaaqKjQptF57Xqr9s3L1qrL3yaiBGnYBXZpHl4hg37dKS3N0hpgCDj On544Ik8QgAkF9I11nEQ/g== 0000898822-02-001430.txt : 20021122 0000898822-02-001430.hdr.sgml : 20021122 20021122171620 ACCESSION NUMBER: 0000898822-02-001430 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021121 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021122 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06249 FILM NUMBER: 02838379 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 8-K 1 nov22form8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: November 22, 2002 Date of Earliest Event Reported: November 21, 2002 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS (Exact name of registrant as specified in its charter) Ohio (State or Other Jurisdiction of Incorporation) 001-06249 34-6513657 (Commission File Number) (I.R.S. Employer Identification No.) 125 Park Avenue, 14th Avenue New York, NY 10017 (Address of principal executive offices, including ZIP code) (212) 949-1373 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) 1 ITEM 5. OTHER EVENTS On November 21, 2002, the New York Supreme Court of New York County granted motions for preliminary injunction and expedited discovery filed by a purported holder of shares of First Union's Series A Cumulative Convertible Redeemable Preferred Stock, $25.00 par value (the "Preferred Shares") in connection with the proposed merger of First Union Real Estate Equity and Mortgage Investments ("First Union") with and into Gotham Golf Corp. The court has scheduled a hearing on Tuesday, November 26 to determine whether to grant further relief to plaintiff with respect to the proposed transaction. The special meeting of common shareholders of First Union will be convened as scheduled on Monday, November 25, with the vote on the proposed merger transaction delayed and the meeting adjourned until such time as determined by First Union's Board of Trustees, subject to further court proceedings. The closing of the proposed merger transaction is scheduled to occur on December 12, 2002. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS 99.1 Press Release, dated November 22, 2002, issued by First Union Real Estate Equity and Mortgage Investments. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 22, 2002 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS By: /s/ NEIL H. KOENIG ------------------- Name: Neil H. Koenig Title: Interim Chief Financial Officer 3 EXHIBIT LIST Exhibit Description No. --------------- --------- 99.1 Press Release, dated November 22, 2002, issued by First Union Real Estate Equity and Mortgage Investments. 4 EX-99 3 nov22form8kex99.txt EX. 99.1- PRESS RELEASE Exhibit 99.1 Contact: First Union Real Estate Equity and Mortgage Investments Neil Koenig, Interim Chief Financial Officer (212) 949-1373 NEW YORK COURT GRANTS PREFERRED HOLDER HEARING ON ALLEGATIONS REGARDING PROPOSED MERGER FOR IMMEDIATE RELEASE - November 22, 2002 - First Union Real Estate Equity and Mortgage Investments (NYSE: FUR) announced today that the New York Supreme Court of New York County granted motions for preliminary injunction and expedited discovery filed by a purported holder of shares of First Union's Series A Cumulative Convertible Redeemable Preferred Stock, $25.00 par value (the "Preferred Shares") in connection with the proposed merger of First Union with and into Gotham Golf Corp. The court has scheduled a hearing on Tuesday, November 26 to determine whether to grant further relief to plaintiff with respect to the proposed transaction. The special meeting of common shareholders of First Union will be convened as scheduled on Monday, November 25, with the vote on the proposed merger transaction delayed and the meeting adjourned until such time as determined by First Union's Board of Trustees, subject to further court proceedings. The closing of the proposed merger transaction is scheduled to occur on December 12, 2002. The plaintiff in the case, George Kimeldorf, filed a lawsuit in April 2002, seeking the court's certification of the lawsuit as a class action and certifying Mr. Kimeldorf as a representative of the class. Named as defendants in the lawsuit were First Union, its five current trustees and Gotham Partners, L.P. First Carolina Investors, a holder of Preferred Shares, recently filed a separate lawsuit in the New York Supreme Court for New York County. The proposed merger transaction is subject to, among other conditions, the approval of the common shareholders of First Union and the absence of any applicable court injunction. Materials with respect to the merger approval have been filed with the Securities and Exchange Commission and were sent to the First Union shareholders in early November. In the proposed merger transaction, holders of Preferred Shares would receive preferred shares of Gotham Golf Corp, as provided for under the terms of the Preferred Shares. There are approximately 984,800 Preferred Shares outstanding. The Company indicated that it plans to vigorously defend against the allegations made in the lawsuits and will oppose any attempts by the plaintiffs to delay or interfere with the scheduled closing of the proposed merger transaction. INVESTORS AND SECURITY HOLDERS SHOULD READ THE DEFINITIVE MERGER AGREEMENT AND THE REGISTRATION STATEMENT ON FORM S-4, AS AMENDED, OF GOTHAM GOLF AND SOUTHWEST SHOPPING CENTERS CO. II, LLC ("SSCC") FILED ON OCTOBER 31, 2002, TO APPRISE THEMSELVES OF THE PROPOSED TRANSACTION. IN ADDITION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/FINAL PROSPECTUS REGARDING THE PROPOSED TRANSACTION REFERENCED IN THE FOREGOING BECAUSE IT CONTAINS IMPORTANT INFORMATION. The definitive proxy statement/final prospectus has been filed with the Securities and Exchange Commission by First Union, Gotham Golf and SSCC and was mailed to First Union's shareholders on or about November 6, 2002. Investors and security holders may obtain a free copy of the definitive proxy statement/final prospectus and other documents filed by First Union, Gotham Golf and SSCC with the Securities and Exchange Commission at the Commission's website at www.sec.gov. The definitive proxy statement/final prospectus and these other documents may also be obtained for free from First Union. 1 The definitive proxy statement/final prospectus filed on October 31, 2002 may be found at the Commission's website under the listings for either Gotham Golf Corp. or Southwest Shopping Centers Co. II, L.L.C. Certain statements contained in this news release that are forward-looking are based on current expectations that are subject to a number of uncertainties and risks, and actual results may differ materially. The uncertainties and risks include, but are not limited to, changes in market activity, changes in local real estate conditions and markets, actions by competitors, interest rate movements and general economic conditions. Further information about these matters can be found in the information included in the Annual Report filed by First Union with the SEC on Form 10-K, as amended, for its fiscal year ended December 31, 2001. First Union Real Estate Equity and Mortgage Investments is a NYSE-listed stapled-stock real estate investment trust (REIT) headquartered in New York, New York. * * * * Collectively, as of September 30, 2002, the trustees and executive officers of First Union beneficially owned 8,256,278 First Union common shares, representing approximately 23.7% of the outstanding common shares of First Union. First Union and its respective trustees, directors, partners, executive officers and certain other related persons and employees may be soliciting or deemed to be soliciting proxies from First Union shareholders in favor of the proposed transaction. Shareholders of First Union may obtain additional information regarding the related persons and their interests by reading the definitive proxy statement/prospectus. 2 -----END PRIVACY-ENHANCED MESSAGE-----