-----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, EhsCsf5bKFer85PBY1fqmh1vnN4NyUu4wCu7S/Zr0XiEnAap0v7WLPYY2H3WZf01 Q9vBJ27pSD2BtjafjCtwcA== 0001193805-04-000004.txt : 20040102 0001193805-04-000004.hdr.sgml : 20040101 20040102130152 ACCESSION NUMBER: 0001193805-04-000004 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040102 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: 04500727 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 e300855_sctota-fur.txt FINAL AMENDMENT 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. 4) ----------------------------------------------------- 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: |X| This Amendment No. 4 amends the Tender Offer Statement on Schedule TO filed on December 1, 2003 as amended by Amendment Nos. 1, 2 and 3 filed on December 10, 2003, December 12, 2003 and December 30, 2003, respectively, 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 ("Common Shares") 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, as amended to date, and the related Letter of Transmittal is incorporated in this final Amendment No. 4 by reference in answer to all of the Items of this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. Item 4. Terms of the Transaction Item 4 is hereby supplemented and amended as follows: The Offer expired at midnight, New York City time, on Monday, December 29, 2003. Based on the final count by the depositary for the Offer, 15,769,184 Common Shares were properly tendered and not withdrawn. The Purchaser will purchase 5,000,000 Common Shares, resulting in a proration factor of 31.70746% of the shares tendered. Item 11. Additional Information Item 11 is hereby supplemented and amended as follows: On January 2, 2003, the Purchaser issued a press release announcing the final results of the Offer. A copy of the press release is attached hereto as Exhibit (a)(11) and is incorporated herein by reference. Item 12. Materials to be Filed as Exhibits. Item 12 is hereby supplemented as follows: (a)(11) Text of Press Release of the Purchaser, dated January 2, 2004. 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 January 2, 2004 --------------- Date 3 Exhibits Exhibit (a)(11) Press Release of FUR Investors, dated January 2, 2004 4 EX-99.(A)(11) 3 e300855_ex99-a11.txt PRESS RELEASE OF FUR INVESTORS, DATED 01/02/04 Exhibit (a)(11) For Immediate Release: Date: January 2, 2004 FUR INVESTORS ANNOUNCES FINAL RESULTS OF TENDER OFFER FOR SHARES OF FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS Jericho, New York, January 2, 2004 - FUR Investors, LLC announced today the final results of its offer to purchase up to 5,000,000 common shares of beneficial interest of First Union Real Estate Equity and Mortgage Investments ("First Union") (NYSE: FUR), at a cash price of $2.30 per share (subject to applicable withholding of United States federal, state and local taxes), which expired at 12:00 midnight, New York City time, on Monday, December 29, 2003 Based on the final count by National City Bank, the depositary for the offer, 15,769,184 common shares of beneficial interest of First Union were validly tendered in the offer and not withdrawn. FUR Investors will purchase 5,000,000 shares, resulting in an estimated proration factor of approximately 31.70746% of the shares validly tendered. Any questions regarding the tender offer should be directed to MacKenzie Partners, Inc., the information agent for the offer, at (800) 322-2885. 5 -----END PRIVACY-ENHANCED MESSAGE-----