8-K 1 l04336ae8vk.txt FIRST UNION REAL ESTATE EQUITY & MORTGAGE 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): November 26, 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 joint press release with FUR Investors, LLC on November 26, 2003, in which it announced that the registrant and FUR Investors, LLC, an entity controlled by real estate investor Michael L. Ashner, have entered into a Stock Purchase Agreement pursuant to which FUR Investors, LLC will purchase a minimum of 5,000,000 and a maximum of 5,185,724 newly issued common shares from the Company at a price of $2.60 per share. As part of the transaction, FUR Investors, LLC will also commence a tender offer to purchase up to 5,000,000 common shares, at a price of $2.30 per share. The tender offer is expected to commence on or prior to December 5, 2003. The closing of the purchases under the Stock Purchase Agreement will occur shortly after the closing of the tender offer. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS Exhibit No. Description 10.1 Stock Purchase Agreement between First Union Real Estate Equity and Mortgage Investments and FUR Investors, LLC, dated as of November 26, 2003 ("Stock Purchase Agreement"), including Annex A thereto, being the list of Conditions to the Offer. 10.2 Guaranty of Michael L. Ashner, Guarantor, dated November 26, 2003, in favor of First Union Real Estate Equity and Mortgage Investments, Guarantee, in the form provided as Annex F to the Stock Purchase Agreement. 10.3 Annex B to the Stock Purchase Agreement, being the form of Advisory Agreement between First Union Real Estate Equity and Mortgage Investments and FUR Advisors, LLC. 10.4 Annex C to the Stock Purchase Agreement, being the form of Exclusivity Services Agreement between First Union Real Estate Equity and Mortgage Investments and Michael L. Ashner. 10.5 Annex D to the Stock Purchase Agreement, being the form of Covenant Agreement between First Union Real Estate Equity and Mortgage Investments and FUR Investors, LLC. 10.6 Annex E to the Stock Purchase Agreement, being the form of Escrow Agreement by and among First Union Real Estate Equity and Mortgage Investments, FUR Investors, LLC and an Escrow Agent to be designated. 99.1 Joint Press Release, dated November 26, 2003, issued by First Union Real Estate Equity and Mortgage Investments and FUR Investors, LLC. 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 1, 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 10.1 Stock Purchase Agreement between First Union Real Estate Equity and Mortgage Investments and FUR Investors, LLC, dated as of November 26, 2003 ("Stock Purchase Agreement"), including Annex A thereto, being the list of Conditions to the Offer. 10.2 Guaranty of Michael L. Ashner, Guarantor, dated November 26, 2003, in favor of First Union Real Estate Equity and Mortgage Investments, Guarantee, in the form provided as Annex F to the Stock Purchase Agreement. 10.3 Annex B to the Stock Purchase Agreement, being the form of Advisory Agreement between First Union Real Estate Equity and Mortgage Investments and FUR Advisors, LLC. 10.4 Annex C to the Stock Purchase Agreement, being the form of Exclusivity Services Agreement between First Union Real Estate Equity and Mortgage Investments and Michael L. Ashner. 10.5 Annex D to the Stock Purchase Agreement, being the form of Covenant Agreement between First Union Real Estate Equity and Mortgage Investments and FUR Investors, LLC. 10.6 Annex E to the Stock Purchase Agreement, being the form of Escrow Agreement by and among First Union Real Estate Equity and Mortgage Investments, FUR Investors, LLC and an Escrow Agent to be designated. 99.1 Joint Press Release, dated November 26, 2003, issued by First Union Real Estate Equity and Mortgage Investments and FUR Investors, LLC.