-----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, QVpnmaBtQ1tmaGPZCmA3Mm4cneA7t4kvj4116WS+1A9z9/X4p+M9B84H0368K5s/ l0+OuxOqddanzQdzlk+lcA== 0000950152-98-002652.txt : 19980331 0000950152-98-002652.hdr.sgml : 19980331 ACCESSION NUMBER: 0000950152-98-002652 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980330 SROS: NYSE 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: DEFA14A SEC ACT: SEC FILE NUMBER: 001-06249 FILM NUMBER: 98577441 BUSINESS ADDRESS: STREET 1: 55 PUBLIC SQUARE STREET 2: STE 1900 CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: 2167814030 MAIL ADDRESS: STREET 1: 55 PUBLIC SQUARE SUITE 1910 CITY: CLEVELAND STATE: OH ZIP: 44113 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 DEFA14A 1 FIRST UNION ADDITIONAL MATERIALS 1 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ...... (2) Aggregate number of securities to which transaction applies: ......... (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ........... (4) Proposed maximum aggregate value of transaction: ..................... (5) Total fee paid: ...................................................... [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: .............................................. (2) Form, Schedule or Registration Statement No.: ........................ (3) Filing Party: ........................................................ (4) Date Filed: .......................................................... 2 FIRST UNION REALTY ESTATE INVESTMENTS - -------------------------------------------------------------------------------- AT THE COMPANY IN CLEVELAND, OHIO - -------------- ------------------ Thomas T. Kmiecik Stanley L. Ulchaker Senior Vice President and Treasurer Edward Howard & Co. (216) 781-4030 (216) 781-2400 FOR IMMEDIATE RELEASE FIRST UNION ANNOUNCES COURT RULING ---------------------------------- CLEVELAND, OHIO, MARCH 27, 1998 --- FIRST UNION REAL ESTATE INVESTMENTS (NYSE: FUR) announced today that the Cuyahoga County Common Pleas Court declined today to issue a preliminary injunction that would have clarified procedures and voting rights at the Trust's Annual Meeting. James C. Mastandrea, Chairman and Chief Executive Officer of the Trust, stated, "It's unfortunate that Gotham prevailed in this round as it only means further costly time delays and expense to the Trust. We will have to continue the litigation to get the real decision about the Trust's rights and duties." Gotham takes the position in its court filings that nothing done in the state court is final, and the entire issue will have to be reconsidered in the pending federal case. Mastandrea continued, "Our position remains the same. As we have said in our federal court complaint, a group of hostile shareholders, led by Gotham, wants to take over control of the Board without following the Trust's long-established rules. In our view their proposal to pack the Board with nine of their own people is not allowed under the Declaration of Trust." Mastandrea continued, "The Board has worked hard to settle this situation. It is blatantly unfair to allow Gotham, an 8.3% shareholder, to choose nine nominees. The Board of Trustees met twice with representatives of Gotham and once with representatives of Apollo. We believe the fairest approach is to build a consensus slate that reflects representation by several of our large shareholders." Month-long settlement discussions broke down on announcement yesterday that a bill had been introduced in the House and Senate that would curb the tax advantages of paired-share REITs. An article in The Wall Street Journal today states that the legislation is almost certain to be enacted. The Trust also announced that it has postponed its Annual Meeting and record date. Thomas T. Kmiecik, Senior Vice President and Treasurer of First Union, stated, "We had held off sending out our own proxy materials in hopes of reaching a settlement. In fact, last Friday night we reached an agreement in principle in the Judge's chambers. Now, we'll send out our proxy statement, and we need to give shareholders time to consider their choices." First Union Real Estate Investments is a unique stapled-stock real estate investment trust (REIT) headquartered in Cleveland, Ohio, and traded on the NYSE.
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