-----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, K840m6EcAxsb32BhhCWVD3eVVzH2bORThGUNFqymEz3b+i3OVuaIFwDLsdiED3cz dLd1CWUBFio4+Jp4BYr+Yw== 0000950152-98-004630.txt : 19980518 0000950152-98-004630.hdr.sgml : 19980518 ACCESSION NUMBER: 0000950152-98-004630 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980515 SROS: NONE 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: 98623868 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 REAL ESTATE SOLICITING MATERIALS 1 ================================================================================ SCHEDULE 14A (RULE 14a) 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)(1) 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 REAL ESTATE INVESTMENTS - -------------------------------------------------------------------------------- AT THE COMPANY IN CLEVELAND IN CHICAGO IN NEW YORK - -------------- ------------ ---------- ----------- Thomas T. Kmiecik Stanley L. Ulchaker Peter Wentz Arthur Gormley Senior Vice President Edward Howard & Co. Dilenschneider Group Dilenschneider Group (216) 781-4030 (216) 781-2400 (312) 553-0700 (212) 922-0900
FOR IMMEDIATE RELEASE FIRST UNION SEEKS SANCTIONS FROM GOTHAM PARTNERS ------------------------------------------------ CLEVELAND, OHIO, MAY 14, 1998 --- FIRST UNION REAL ESTATE INVESTMENTS (NYSE:FUR) announced today in a public statement it will seek sanctions, including costs and attorney fees, from Gotham Partners for what First Union believes is Gotham's "frivolous conduct" in continuing to try to involve the Ohio court in setting the procedures for the Trust's upcoming special meeting of shareholders. Gotham does not want a fair election, First Union's motion charges. First Union believes Gotham's recent demands indicate that it wants the Trustees to hand over control of First Union without a contest. Gotham is demanding that First Union agree upon procedures for the meeting that favor it to the detriment of other shareholders. Coupled with what has now become a habit of running to the State court on a weekly basis, Gotham's antics demonstrate a complete lack of concern for the shareholders it seeks to represent. Gotham has told shareholders it intends to seek reimbursement of its legal fees from the Trust if its control bid is successful. Gotham is trying to use its frivolous court action, at the expense of the Trust, as a diversion to distract shareholders from what is really going on - the takeover of their Trust by a minority shareholder without paying a premium for control. It's appalling to learn that Bear Stearns, Gotham's brokerage house, may have gone so far as to "borrow" stock on the record date to increase its votes without having to actually buy shares. Last week, a well-respected institutional advisory group, Institutional Shareholder Services, advised its clients against approving the Gotham proposal to take control of First Union, although it agreed Gotham could contribute to the Board in a minority position. First Union's motion for sanctions charges Gotham with filing proceedings which it knows have no basis in law or fact. First Union believes the Ohio rules do not support such use of the judicial system. 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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