PREC14A 1 PRELIMINARY PROXY For Immediate Release PRESS RELEASE OSBORNE STRENGTHENS POSITION IN ATTEMPT TO OBTAIN THREE OF NINE BOARD POSITIONS Cleveland, Ohio-March 13, 1995 - Rick Osborne, a Mentor, Ohio businessman, announced today that the fund he manages has purchased an additional 725,0000 shares of First Union Real Estate Equity and Mortgage Investments, a Cleveland, Ohio based real estate investment trust. Mr. Osborne's fund, before the acquisition, was the largest shareholder of First Union. It now owns 1,690,500 shares, or 9.3% of all shares. In announcing the purchase, Mr. Osborne stated, "Despite my grievances with management, the purchase of this stock is further evidence of my ongoing commitment to the Trust and all of its shareholders and my belief in the underlying values of the Trust's real estate." Mr. Osborne stated that, "I have become increasingly convinced that the present management only gives lip service to shareholders." He further noted that, "Management continues to reward itself with rich stock options and stock grants while the performance of the Trust lags way behind the market. Since the end of 1989 the value of the all REIT average increased approximately 50%, but First Union fell by approximately 35%. If that is not bad enough, they are spending outrageous sums of shareholder dollars on high-priced lawyers pursuing senseless litigation that cannot benefit the shareholders in any way and is only aimed at silencing the voice of its largest shareholder." Mr. Osborne added, "I am committed to making this Trust work for all of its shareholders." According to Mr. Osborne, First Union's Proxy Statement says that officers and trustees, as a group, own less than 2% of the stock of First Union. Mr. Osborne said, "It is curious that the officers and trustees don't have enough confidence in the Trust to own its shares." He then emphasized that it is time to have shareholder advocates on the Board. He reported that only three of the nine board members stand for election this year and that The Committee to Unlock the Value of First Union Real Estate Investments seeks his election along with the election of Steven A. Calabrese, a prominent Cleveland real estate professional, and James R. Webb, a renowned expert in the area of real estate use and value. Mr. Calabrese, through a partnership of which he is a managing partner, is a member of Mr. Osborne's fund and is the owner of an additional 17,000 shares of the trust. Finally, Mr. Osborne condemned in no uncertain terms the tactics of First Union in denying him the shareholder list or even federally mandated mailing rights so that he could communicate with the shareholders. Mr. Osborne said, "Evidently, management of First Union is intent on denying shareholders their legitimate voting rights. Management has for so long neglected its shareholders. Now they won't even let them vote. There is only so long that the management and the trustees will be able to prevent my discussion with the shareholders. Sooner or later, the Court will hold them accountable for their outrageous conduct. Have these people forgotten that they are fiduciaries and have a duty to the Trust's shareholders?" Mr. Osborne concluded by condemning the trustees and management for enmeshing the trust further into litigation. He said, "The litigation commenced by First Union against myself and other defendants proceeds at breathtaking speed even though the suit is groundless and could not, by anyone's wildest imagination, benefit the shareholders. Now that the Wolsteins have sued the Trust for substantial damages, it is time for all the trustees to wake up and see the damage that is being done to this Trust." Mr. Osborne said, "If this is the way this Trust works for its shareholders, it is no wonder that it so underperforms REITs as a group." For more information contact: Richard M. Osborne at 216-951-1111, or his proxy solicitors, Beacon Hill Partners at 1-800-755-5001.