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