-----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, FtT2jW6qsZTHkR4+MXXawlMLY+38iJbMIb9/QUYYObhSSZOU1UW85ovP6RJefMo7 2Fdp834zPFs7Hu/CZfrUCw== 0001193805-03-001169.txt : 20031212 0001193805-03-001169.hdr.sgml : 20031212 20031212152935 ACCESSION NUMBER: 0001193805-03-001169 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FUR INVESTORS LLC CENTRAL INDEX KEY: 0001271267 IRS NUMBER: 200418083 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 100 JERICHO CITY: JERICHO STATE: NY ZIP: 11753 SUBJECT COMPANY: 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: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19676 FILM NUMBER: 031051856 BUSINESS ADDRESS: STREET 1: 125 PARK AVENUE STREET 2: N/A CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129051104 MAIL ADDRESS: STREET 1: 125 PARK AVENUE STREET 2: N/A CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 SC TO-T/A 1 e300807_sctota-fur.txt AMENDMENT NO. 2 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e) (1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) ----------------------------------------------------- FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS (Name of Subject Company (Issuer)) ----------------------------------------------------- FUR INVESTORS, LLC (Names of Filing Persons-Offeror) ----------------------------------------------------- Common Shares of Beneficial Interest, par value $1.00 per share (Title of Class of Securities) ----------------------------------------------------- 337400105 (CUSIP Number of Class of Securities) ----------------------------------------------------- Mr. Michael L. Ashner FUR Investors, LLC 100 Jericho Quadrangle Suite 214 Jericho, New York 11753 (516) 422-0023 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) With a copy to: Mark I. Fisher, Esq. Katten Muchin Zavis Rosenman 575 Madison Avenue New York, New York 10022 (212) 940-8877 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* $11,500,000 Amount of Filing Fee $2,300 - -------------------------------------------------------------------------------- * For the purposes of calculating amount of filing fee only. This amount assumes the purchase of 5,000,000 common shares of beneficial interest of First Union Real Estate Equity and Mortgage Investments at a purchase price of $2.30 per share. |X| Check the box if any part of the fee is offset as provided by Rule 0- 11 (a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $2,300 Filing Party: FUR Investors, LLC Form or Registration No.: Schedule TO Date Filed: December 1, 2003 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. |_| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| This Amendment No. 2 amends the Tender Offer Statement on Schedule TO filed on December 1, 2003 as amended by Amendment No. 1 filed on December 10, 2003 by FUR Investors, LLC, a Delaware limited liability company (the "Purchaser") relating to an offer by the Purchaser to purchase common shares of beneficial interest, par value $1.00 per share of First Union Real Estate Equity and Mortgage Investments, an Ohio business trust (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 1, 2003 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in answer to all of the Items of this Schedule TO except as otherwise set forth below. Item 11. Additional Information Item 11 is hereby supplemented as follows: Paragraph (d) of the Section of the Offer to Purchase entitled "Section 13 - Conditions of the Offer" is hereby amended and restated to read as follows: "(d) any representation or warranty of the Company in the Stock Purchase Agreement shall not be true and correct as if such representation or warranty was made as of such time on or after the date of the Stock Purchase Agreement, except as would not have a Material Adverse Effect (as defined in Section 1.1 of the Stock Purchase Agreement, which is attached as Exhibit 10.1 to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2003 and is incorporated by reference to Exhibit (d)(1) of the Purchaser's tender offer statement on Schedule TO filed on December 1, 2003) or prevent or materially delay consummation of the Transactions (as defined in the Stock Purchase Agreement), or otherwise prevent the Company from performing its obligations under the Stock Purchase Agreement;" 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FUR Investors, LLC By: /s/ Michael L. Ashner -------------------------- Name: Michael L. Ashner Title: Manager December 12, 2003 ----------------- Date 3 -----END PRIVACY-ENHANCED MESSAGE-----