-----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, Jq7MAekqXc86KFjH96G1rxDr2ZH6p3j7waFhy//N1nnR2Ke9E01ijJPcL0ZlnZrp zq46v+S6zUGpCSB7/QhEMw== 0000950136-04-002551.txt : 20040812 0000950136-04-002551.hdr.sgml : 20040812 20040811173456 ACCESSION NUMBER: 0000950136-04-002551 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040804 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040812 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: 04967915 BUSINESS ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6175704614 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 8-K 1 file001.htm FORM 8K


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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) August 4, 2004


             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.)


7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts       02114
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)


                                 (617) 570-4600
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                       n/a
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




Item 5. Other Events and Required FD Disclosure

         On August 4, 2004, Peter Braverman, formerly the Executive Vice
President of First Union Real Estate Equity and Mortgage Investments (the
"Trust") was promoted to the office of President of the Trust Michael L. Ashner,
the former President of the Trust, will remain as the Chief Executive Officer
the Trust. Both Mr. Ashner and Mr. Braverman will continue as members of the
Board of Trustees of the Trust.

         In addition, on August 4, 2004, the Trust acquired a 50% participation
in a $20 million first mortgage loan secured by a property located at 63 West
38th Street, New York, New York. The loan bears interest at LIBOR plus 400 basis
points (with a minimum rate of 5.42%), has a three year term and requires
payments of interest only. The Trust obtained $7 million of financing in
connection with this investment that bears interest at LIBOR plus 175 basis
points and requires payments of interest only, resulting in a projected return
on equity of 10.67% from this investment.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

         (c) Exhibits

         99.1     Press Release, dated August 5, 2004 with respect to
                  appointment of Peter Braverman as President of the Trust and
                  the acquisition of a loan participation

         99.2     Press Release, dated August 11, 2004, with respect to the
                  second quarter of 2004 earnings.

Item 12. Results of Operations and Financial Condition

         On August 11, 2004, the Trust issued a press release announcing the
operating results for the three and six months ended June 30, 2004.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Trust has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on this 11th day of August, 2004.


                                              FIRST UNION REAL ESTATE EQUITY AND
                                              MORTGAGE INVESTMENTS


                                              By: /s/ Carolyn Tiffany
                                                  ------------------------------
                                                  Carolyn Tiffany
                                                  Chief Operating Officer


                                        2


                                  EXHIBIT INDEX

Exhibit                                                                  Page
- -------                                                                  ----

99.1  Press Release dated August 5, 2004.                                 4

99.2  Press Release dated August 11, 2004.                                5






                                       3



EX-99.1 2 file002.htm PRESS RELEASE DATED AUGUST 5, 2004









                                                                    Exhibit 99.1

FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
- -------------------------------------------------------


AT THE COMPANY
- --------------
Carolyn Tiffany
Chief Operating Officer
(617) 570-4614


             FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
             ANNOUNCES APPOINTMENT OF PETER BRAVERMAN AS PRESIDENT
                      AND ACQUISITION OF LOAN PARTICIPATION


         Boston, Massachusetts- August 5, 2004-First Union Real Estate Equity
and Mortgage Investments (NYSE:FUR) (the "Company") is pleased to announce that
Peter Braverman, formerly the Executive Vice President of the Company, has been
promoted to the office of President of the Company. Michael L. Ashner, who will
remain as the Chief Executive Officer the Company and continue to be involved in
the day-to-day operations of the Company, stated "given Mr. Braverman's
significant real estate and managerial experience and outstanding track record
in identifying opportunistic real estate transactions, it is a much deserved
promotion." Both Mr. Ashner and Mr. Braverman will continue as members of the
Board of Trustees of the Company.

         The Company further announced the acquisition of a 50% participation
interest in a $20 million first mortgage loan secured by real property located
on West 38th Street in New York, New York. The underlying loan bears interest at
LIBOR plus 400 basis points (with a minimum rate of 5.42%), has a three year
term and requires payments of interest only. The Company obtained $7 million of
financing in connection with this investment that bears interest at LIBOR plus
175 basis points and requires payments of interest only. As a result of the $7
million of financing, the Company projects that this investment will provide a
10.67% return on equity.

                               -------------------

         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 Boston,
Massachusetts.



                                       4


EX-99.2 3 file003.htm PRESS RELEASE DATED AUGUST 11, 2004



                                                                    Exhibit 99.2

FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
- -------------------------------------------------------


AT THE COMPANY
- --------------
Carolyn Tiffany
Chief Operating Officer
(617) 570-4614


        FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS ANNOUNCES
                            SECOND QUARTER EARNINGS

BOSTON, MASSACHUSETTS AUGUST 11, 2004 - FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS (NYSE:FUR) announced its financial results for the second
quarter ended June 30, 2004. Financial results for the three and six months
ended June 30, 2004 and 2003 are as follows:


Unaudited (In thousands)                THREE MONTHS ENDED    SIX MONTHS ENDED
                                              JUNE 30,             JUNE 30,
                                          2004      2003       2004      2003

REVENUES                                 $ 3,042   $ 1,430    $ 4,948   $ 2,757

NET INCOME/(LOSS)                        $20,446   $(3,122)   $20,241   $(4,154)

NET INCOME/(LOSS) APPLICABLE TO
COMMON SHARES OF BENEFICIAL INTEREST     $19,930   $(3,638)   $19,209   $(5,186)


Net income applicable to Common Shares of Beneficial Interest for the six months
ended June 30, 2004 was $19.2 million as compared to a net loss of $5.2 million
for the six months ended June 30, 2003. The primary reason for the increased net
income was the accounting gain of $19.7 million on sale of real estate
attributable to the sale on June 22, 2004 of the Park Plaza Mall property.

Property operating income, which is rent less property operating expenses and
real estate taxes, increased from $200,000 for the six months ended June 30,
2003 to $400,000 for the six months ended June 30, 2004 due to the improved
operating results at Circle Tower. The increase in property operating income
consists of a $40,000 increase in rental income, a $107,000 decrease in property
operating expenses and an $18,000 decrease in real estate tax expense.

VenTek had revenue of $3.0 million for the six months ended June 30, 2004
compared to $1.4 million for the same period during 2003. VenTek's costs of
goods sold for the six months ended June 30, 2004 and for the six months ended
June 30, 2003 was $2.0 million. As of June 30, 2004, VenTek had no backlog.
Backlog represents products or services that VenTek's customers have committed
by contract to purchase. VenTek is not actively seeking new contracts. Ventek
currently performs any requisite obligations under its remaining performance and
product warranty bond guarantees. It is expected that upon completion or
expiration of the bond and warranty period (expected to be the fourth quarter of
2004), the remaining assets of Ventek will be disposed of and operations will
cease.

                                       5


Interest income for the six months ended June 30, 2004 increased to $0.9 million
from $0.5 million for the same period in 2003 due to a $0.6 million increase in
interest income received on loans receivable and $0.2 million decrease in
interest received on government securities.

General and administrative expenses for the first half of 2004 decreased by $2.4
million to $2.2 million for the six months ended June 30, 2004. During the first
six months of 2003 the largest components of the Trust's general and
administrative expenses were legal fees relating to the preferred shareholder
litigation ($0.3 million), legal fees related to the Gotham transaction ($2.8
million), other legal and accounting fees ($0.5 million), and directors and
officers insurance ($0.3 million). The balance of the first half 2003 general
and administrative costs ($0.6 million) related to management fees, costs
associated with shareholder relations and communications, trustee fees, and
other administrative costs incurred in connection with the operation and
management of the Trust. During the first six months of 2004 the largest
components of the Trust's general and administrative expenses were legal and
accounting fees ($0.5 million), directors and officers insurance ($0.4 million),
a termination fee paid to the Trust's former asset management provider, Radiant
Partners LLC ($0.1 million), the asset management fee that is charged by FUR
Advisors LLC ($0.7 million) which, as described further in the footnotes to the
combined financial statements included in this report, is based upon a
percentage of the Trust's Gross Asset Value (as defined in the agreement). Also
included in the first half 2004 general and administrative expenses were federal
and state tax expenses incurred by the TRS described above ($0.04 million) for
its share of the income earned on the NorthStar Loan. The balance of the general
and administrative expenses ($0.4 million) was for costs associated with
shareholder relations and communications, trustee fees, and other miscellaneous
costs associated with the operations of the Trust.

Depreciation and amortization was consistent at $0.2 million for the first six
months of 2004 and the same period in 2003.

Interest expense declined from $0.5 million during the six months ended June 30,
2003 to $0.01 million for the same period in 2004 due to the full satisfaction
of the Trust's senior notes on October 1, 2003.

Income from discontinued operations represents income attributable to the Park
Plaza Mall, which was sold in June 2004. During the six months ended June 30,
2003 income from the property was $0.9 million and during the six months ended
June 30, 2004, income derived from the sold property was $0.5 million for the
same period due to a $0.2 million increase in amortization of debt issuance
costs and a $0.2 million decrease in rents.

The Combined Statements of Operations for the Trust for the three month periods
ended June 30, 2004 and 2003 accompanies this release.

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 on Form
10-K filed by the Company with the Securities and Exchange Commission for its
fiscal year ended December 31, 2003. These forward-looking statements reflect
management's judgment as of this date, and First Union assumes no obligation to
revise or update them to reflect future events or circumstances.

First Union Real Estate Equity and Mortgage Investments is a NYSE-listed real
estate investment trust (REIT) headquartered in Boston, Massachusetts.




             FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
        COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)




(In thousands,                                   THREE MONTHS ENDED      SIX MONTHS ENDED
 except per share data)                                JUNE 30,              JUNE 30,
                                                 ------------------      ----------------
                                                  2004        2003        2004        2003
                                                  ----        ----        ----        ----

REVENUES
      Rents                                     $    372    $    462    $    743    $    803
      Sales                                        1,676         718       2,985       1,444
      Interest and dividends                         718         250         944         510
      Gain on sale of securities available
      for sale                                       276         -           276         -
                                                --------    --------    --------    --------
                                                   3,042       1,430       4,948       2,757
                                                --------    --------    --------    --------
EXPENSES
      Property operating                             152         241         348         455
      Cost of goods sold                           1,160         879       2,094       1,966
      Real estate taxes                                8          22          25          44
      Depreciation and amortization                  133         114         203         237
      Interest                                        11         184          14         549
      General and administrative                     851       3,357       2,159       4,519
                                                --------    --------    --------    --------
                                                   2,315       4,796       4,843       7,770
                                                --------    --------    --------    --------
Income/(loss) from continuing operations             727      (3,366)        105      (5,013)

Discontinued operations:

      Income from discontinued operations             68         244         485         859
      Gain on disposal of real estate             19,651         -        19,651         -
                                                --------    --------    --------    --------
Income from discontinued operations               19,719         244      20,136         859
                                                --------    --------    --------    --------
Net income/(loss)                                 20,446      (3,122)     20,241      (4,154)
      Preferred dividend                            (516)       (516)     (1,032)     (1,032)
                                                --------    --------    --------    --------
Net income/(loss) applicable to Common Shares
    of Beneficial Interest                        19,930      (3,638)     19,209      (5,186)
OTHER COMPREHENSIVE INCOME

Unrealized gain on securities                        376         -           772         -
                                                --------    --------    --------    --------
Comprehensive income/(loss)                     $ 20,306    $ (3,638)   $ 19,981    $ (5,186)
                                                ========    ========    ========    ========






(In thousands,                                   THREE MONTHS ENDED       SIX MONTHS ENDED
except per share data)                                JUNE 30,                JUNE 30,
                                                 ------------------       ----------------
                                                  2004       2003        2004        2003
                                                  ----       ----        ----        ----

PER SHARE DATA - BASIC:
Income/(loss) from continuing operations        $   0.01   $  (0.11)   $  (0.03)   $  (0.17)
Income from discontinued operations                 0.63       0.00        0.65        0.02
                                                --------   --------    --------    --------
Net income/(loss) applicable to Common Shares
of Beneficial Interest                          $   0.64   $  (0.11)   $   0.62    $  (0.15)
                                                ========   ========    ========    ========

DILUTED:
Income/(loss) from continuing operations        $   0.01   $  (0.11)   $  (0.03)   $  (0.17)
Income from discontinued operations                 0.55       0.00        0.56        0.02
                                                --------   --------    --------    --------
Net income/(loss) applicable to Common Shares
of Beneficial Interest                          $   0.56   $  (0.11)   $   0.53    $  (0.15)
                                                ========   ========    ========    ========

BASIC WEIGHTED AVERAGE COMMON SHARES              31,059     34,550      31,059      34,677

Convertible Preferred Shares                       4,837      4,837       4,837       4,837

Stock Options                                         25        -            23         -
                                                --------   --------    --------    --------
DILUTED WEIGHTED AVERAGE COMMON SHARES            35,921     39,387      35,919      39,514
                                                ========   ========    ========    ========




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