-----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, JLLA2sB4DVOQXKXAK43R334fi/iwZgvIfoZK5XkR/XFqzAnW9Ltqs2K7nQj8WYQ4 0s++3xPJ+EfFUtj5v186yQ== 0000950128-04-000001.txt : 20040102 0000950128-04-000001.hdr.sgml : 20040101 20040102072934 ACCESSION NUMBER: 0000950128-04-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040102 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: 04500016 BUSINESS ADDRESS: STREET 1: 125 PARK AVENUE STREET 2: N/A CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129051104 MAIL ADDRESS: STREET 1: 125 PARK AVENUE STREET 2: N/A CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 8-K 1 l04852ae8vk.txt FIRST UNION REAL ESTATE 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): December 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 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE The registrant issued a press release on December 31, 2003, in which it announced that the registrant and FUR Investors LLC have closed the transactions provided for pursuant to a Stock Purchase Agreement between the parties, resulting in the purchase by FUR Investors LLC of 5,000,000 newly issued common shares from the registrant at a price of $2.60 per share, following the closing of the public tender offer of FUR Investors LLC, in which it acquired 5,000,000 outstanding common shares at a price of $2.30 per share. The press release is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated December 31, 2003, issued by First Union Real Estate Equity and Mortgage Investments 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: December 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 No. Description - ----------- ----------- 99.1 Press Release, dated December 31, 2003, issued by First Union Real Estate Equity and Mortgage Investments EX-99.1 3 l04852aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS ------------------------------------------------------- AT THE COMPANY - -------------- Neil H. Koenig Interim Chief Financial Officer (212) 949-1373 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS ------------------------------------------------------- ANNOUNCES CLOSING OF EQUITY INVESTMENT -------------------------------------- BY FUR INVESTORS LLC -------------------- FOR IMMEDIATE RELEASE - December 31, 2003 - First Union Real Estate Equity and Mortgage Investments (NYSE:FUR) announced the closing of the transactions under the previously announced Stock Purchase Agreement between the Company and FUR Investors LLC, an entity controlled by real estate investor Michael L. Ashner. Pursuant to the closing, on December 31, 2003, FUR Investors LLC purchased 5,000,000 newly issued common shares from the Company at a price of $2.60 per share. This purchase occurred immediately following the closing of the public tender offer of FUR Investors LLC in which it acquired 5,000,000 outstanding Company common shares at a price of $2.30 per share. As a result of these transactions, FUR Investors LLC owns 10,000,000 common shares or approximately 32.3% of the outstanding shares. As part of the transaction, Mr. Ashner has been appointed President and Chief Executive Officer of the Company, and an affiliate of Mr. Ashner has entered into an advisory agreement to provide asset management and general advisory services for the Company. Prior to the closing of the transaction, Mr. Ashner had no affiliation with the Company. ------------------- Certain statements contained in this press 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. Further information about these matters and the risks generally with respect to First Union can be found in First Union's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. First Union Real Estate Equity and Mortgage Investments is a NYSE-listed real estate investment trust (REIT) headquartered in New York, New York. -----END PRIVACY-ENHANCED MESSAGE-----