-----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, VKv7kRiwXJD14NSHP6zi1Jmeq9mrKnUVwZ87BCUiTU74mGgrdjSYj1SjSvJTWsr9 5Ryo9u5xj6MN3wxv9WKQSA== 0000950123-03-003748.txt : 20030401 0000950123-03-003748.hdr.sgml : 20030401 20030401124228 ACCESSION NUMBER: 0000950123-03-003748 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030401 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: 03633407 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 y85033e8vk.txt 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 (Date of earliest event reported): March 31, 2003 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 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) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS 99.1 Press Release, dated March 31, 2003, issued by First Union Real Estate Equity and Mortgage Investments. ITEM 9. REGULATION FD DISCLOSURE On March 31, 2003, First Union Real Estate Equity and Mortgage Investments issued a press release announcing the operating results for the fourth quarter and year ended December 31, 2002. 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: March 31, 2003 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS By: /s/ NEIL H. KOENIG ----------------------------------- Name: Neil H. Koenig Title: Interim Chief Financial Officer EXHIBIT LIST Exhibit Description No. --------------- --------- 99.1 Press Release, dated March 31, 2003, issued by First Union Real Estate Equity and Mortgage Investments. EX-99.1 3 y85033exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FIRST UNION REAL ESTATE INVESTMENTS AT THE COMPANY Neil H. Koenig Interim Chief Financial Officer (212) 949-1373 FOR IMMEDIATE RELEASE FIRST UNION REAL ESTATE INVESTMENTS ANNOUNCES FOURTH QUARTER AND YEAR END 2002 RESULTS NEW YORK, NEW YORK MARCH 31, 2003 - FIRST UNION REAL ESTATE INVESTMENTS (NYSE:FUR) announced the operating results for the fourth quarter and year ended December 31, 2002. Financial results for the three and twelve months ended December 31, 2002 and 2001 are as follows:
THREE MONTHS ENDED TWELVE MONTHS ENDED ---------------------------- ----------------------------- (IN THOUSANDS) DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2002 2001 2002 2001 ------------ ------------ ------------ ------------ Revenues $ 4,701 $ 5,843 $ 18,701 $ 31,391 ======== ======== ======== ======== Loss before (loss) gains on sales of real estate and extraordinary loss from early extinguishment of debt (1,229) (5,198) (5,032) (13,729) (Loss) gains on sales of real estate -- (19) -- 30,096 Extraordinary loss from early extinguishment of debt -- -- -- (889) -------- -------- -------- -------- Net (loss) income $ (1,229) $ (5,217) $ (5,032) $ 15,478 ======== ======== ======== ======== Net (loss) income applicable to shares of beneficial interest $ (1,745) $ (5,734) $ (7,099) $ 13,410 ======== ======== ======== ========
For the three months ended December 31, 2002, First Union's net loss applicable to shares of beneficial interest was $1.7 million compared to a net loss applicable to shares of beneficial interest of $5.7 million for the same period in 2001. Net loss applicable to shares of beneficial interest for the three months ended December 31, 2002 and 2001 included $0.7 million and $0.3 million, respectively, of transaction costs related to the proposed transaction with Gotham Golf Corp., which are included in general and administrative expenses. In addition, the net loss applicable to shares of beneficial interest for the three months ended December 31, 2002 included $0.5 million of costs related to the preferred shareholder lawsuit, which are included in general and administrative expenses. Net loss applicable to shares of beneficial interest for the three months ended December 31, 2001 included a $4.4 million write off of its investment in HQ Global Holdings, Inc. preferred stock and accrued dividends. Property net operating income, which is defined as rent less operating expenses, and real estate taxes increased for the three months ended December 31, 2002 to $2.3 million from $2.2 million for the same period in 2001. The increase was attributable to an increase in rents as a result of increased rental rates at Park Plaza. First Union's affiliated manufacturing facility, VenTek, incurred a net loss of $0.7 million for the three months ended December 31, 2002, as compared to a net loss of $0.5 million for the three months ended December 30, 2001. Revenue decreased for the three months ended December 31, 2002 to $0.7 million from $1.8 million in 2001 and cost of goods sold decreased to $1.4 million from $2.2 million for the same period. The decrease in both revenues and cost of goods sold is due to the winding down of current contracts and having nominal new business. Interest income decreased during the three months ended December 31, 2002, as compared to the same period in 2001, due primarily to lower amounts invested and lower interest rates between the comparable three month periods. PROPOSED TRANSACTION The proposed merger transaction between First Union and Gotham Golf Corp. currently is enjoined by an order of the New York State Supreme Court for New York County that has been appealed by both First Union and Gotham Partners, L. P. Oral argument with respect to the appeal was held before a judicial panel of the Appellate Division - First Department of the New York State Supreme Court on March 11, 2003. There is no specific timetable for the appellate court to render its decision. In the proposed merger transaction, holders of First Union common shares would receive for each common share held (i) $1.98 in cash, (ii) a choice of an additional $0.35 in cash or approximately 1/174th of a debt instrument to be issued by a First Union subsidiary with a face value of $100 and which is indirectly secured by First Union's principal real estate assets and (iii) rights to purchase common shares of Gotham Golf Corp. Holders of First Union preferred shares would receive preferred shares of Gotham Golf Corp., as provided for under the terms of the First Union preferred shares. In the event that, for any reason, the Gotham Golf Corp. merger were not consummated, it is the current intention of the Board of Trustees of First Union to continue to operate First Union as an ongoing enterprise and to examine other alternatives as and when it may deem appropriate. The First Union Board of Trustees has no present intention of liquidating First Union in the event that the proposed transaction is not consummated. FORWARD-LOOKING STATEMENTS 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 for its fiscal year ended December 31, 2002. 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. FIRST UNION REAL ESTATE EQUITY and MORTGAGE INVESTMENTS Combined Statements of Operations (In thousands, except per share data)
Three Months Ended Twelve Months Ended December 31, December 31, ---------------------- ---------------------- 2002 2001 2002 2001 -------- -------- -------- -------- Revenues Rents $ 3,630 $ 3,471 $ 13,643 $ 18,741 Sales 730 1,801 2,924 7,554 Interest and dividends 341 571 1,659 5,091 Other income -- -- 475 5 -------- -------- -------- -------- 4,701 5,843 18,701 31,391 -------- -------- -------- -------- Expenses Property operating 1,097 1,075 5,043 6,981 Cost of goods sold 1,354 2,227 4,892 8,777 Real estate taxes 225 237 899 1,218 Depreciation and amortization 537 507 2,077 3,837 Interest 1,217 1,212 5,102 7,094 General and administrative 1,500 1,383 5,720 5,750 Write-down of investment -- 4,400 -- 11,463 -------- -------- -------- -------- 5,930 11,041 23,733 45,120 -------- -------- -------- -------- Loss before (loss) gains on sales of real estate and extraordinary loss from early extinguishment of debt (1,229) (5,198) (5,032) (13,729) (Loss) gains on sales of real estate -- (19) -- 30,096 -------- -------- -------- -------- (Loss) income before extraordinary loss from early extinguishment of debt (1,229) (5,217) (5,032) 16,367 Extraordinary loss from early extinguishment of debt -- -- -- (889) -------- -------- -------- -------- Net (loss) income (1,229) (5,217) (5,032) 15,478 Preferred dividend (516) (517) (2,067) (2,068) -------- -------- -------- -------- Net (loss) income applicable to shares of beneficial interest $ (1,745) $ (5,734) $ (7,099) $ 13,410 ======== ======== ======== ======== Per share data Basic: (Loss) income before extraordinary loss from early extinguishment of debt $ (0.05) $ (0.16) $ (0.20) $ 0.39 Extraordinary loss from early extinguishment of debt -- -- -- (0.02) -------- -------- -------- -------- Net (loss) income applicable to shares of beneficial interest $ (0.05) $ (0.16) $ (0.20) $ 0.37 ======== ======== ======== ======== Diluted: (Loss) income before extraordinary loss from early extinguishment of debt $ (0.05) $ (0.16) $ (0.20) $ 0.39 Extraordinary loss from early extinguishment of debt -- -- -- (0.02) -------- -------- -------- -------- Net (loss) income applicable to shares of beneficial interest $ (0.05) $ (0.16) $ (0.20) $ 0.37 ======== ======== ======== ======== Basic weighted average shares 34,809 34,806 34,807 36,396 Diluted weighted average shares 34,809 34,806 34,807 36,396
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