-----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, GoDaDiZ1bzAY7YqZc+jRh31iQ+jyRrnrzwDdB4oXqrbxXa4dqDzcEqn+BZ73UJeQ UdzrD156cbxckcw1ZUWUmw== 0001193805-05-001690.txt : 20050809 0001193805-05-001690.hdr.sgml : 20050809 20050809094050 ACCESSION NUMBER: 0001193805-05-001690 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050808 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050809 DATE AS OF CHANGE: 20050809 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06249 FILM NUMBER: 051007778 BUSINESS ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6175704614 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 8-K 1 e500865_8k-firstunion.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) August 8, 2005 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.) 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (617) 570-4600 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) n/a ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01 Regulation FD Disclosure On August 8, 2005, the Registrant issued (i) a press release announcing the entering into of an agreement to sell not less than 3,522,000 and not more than 4,000,000 of its common shares of beneficial interest for a purchase price of $4.00 per share to Vornado Realty Trust or its wholly-owned subsidiary, which after giving effect to such sale, Vornado would hold approximately 9.9% of the Registrant's outstanding common shares and (ii) a press release announcing the entering into of certain agreements with Newkirk Realty Trust, Inc. The transactions announced in these two press releases are more fully described in the Press Releases which are attached hereto as Exhibits and the Registrant's Quarterly Report on Form 10-Q for the period ended June 30 2005 which was filed with the Securities and Exchange Commission on August 8, 2005 and is available at the Registrant's website www.firstunion-reit.net or the public reference facilities maintained by the Securities and Exchange Commission located at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Securities and Exchange Commission's website, www.sec.gov. On August 9, 2005, the Registrant issued a press release announcing the operating results for the three and six months ended June 30, 2005. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release, dated August 8, 2005 with respect to the Registrant's sale of common shares to Vornado Realty Trust. 99.2 Press Release, dated August 8, 2005 with respect to the Registrant's entering into of certain agreements with Newkirk Realty Trust, Inc. 99.3 Press Release, dated August 9, 2005 with respect to the Registrant's earnings for the period ended June 30, 2005. 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 hereunto duly authorized on this 9th day of August, 2005. FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS By: /s/ Michael L. Ashner ------------------------------ Michael L. Ashner Chief Executive Officer EX-99.1 2 e500865_ex99-1.txt PRESS RELEASE, DATED AUGUST 8, 2005 Exhibit 99.1 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS AT THE COMPANY Carolyn Tiffany Chief Operating Officer (617) 570-4614 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS ANNOUNCES APPROVAL OF SALE OF COMMON SHARES TO VORNADO REALTY TRUST FOR IMMEDIATE RELEASE - Boston, Massachusetts, August 8, 2005 - First Union Real Estate Equity and Mortgage Investments (NYSE:FUR) today announced that its Board of Trustees has approved the sale to Vornado Realty Trust and its subsidiaries of not less than 3,522,000 and not more than 4,000,000 of its common shares of beneficial interest for a purchase price of $4.00 per share. After giving effect to such sale, Vornado would hold approximately 9.9% of First Union's outstanding common shares. The sale, which will be made pursuant to First Union's effective shelf registration statement on Form S-3, is conditioned upon the execution of definitive documentation containing the final terms and conditions of the agreement as well as customary closing conditions. The closing of the sale is to occur on the earlier of the date of closing of First Union's investment in Newkirk Realty Trust, Inc. ("Newkirk") or March 31, 2006. First Union shall have the right, but not the obligation, to terminate the sale agreement with Vornado if First Union has not made its proposed investment in Newkirk by March 28, 2006. First Union has issued today a press release relating to its investment in Newkirk. First Union Real Estate Equity and Mortgage Investments is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts. Certain statements contained in this press release that are forward-looking are based on current expectations that are subject to a number of uncertainties and risks, and actual results may differ materially. Further information about the risks generally with respect to First Union can be found in First Union's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. EX-99.2 3 e500865_ex99-2.txt PRESS RELEASE, DATED AUGUST 8, 2005 Exhibit 99.2 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS AT THE COMPANY Carolyn Tiffany Chief Operating Officer (617) 570-4614 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS ANNOUNCES PROPOSED INVESTMENT IN NEWLY-FORMED REAL ESTATE INVESTMENT TRUST FOR IMMEDIATE RELEASE - Boston, Massachusetts, August 8, 2005 - First Union Real Estate Equity and Mortgage Investments (NYSE:FUR) today announced that its Board of Trustees has approved: o the investment of approximately $50 million in newly issued common shares of Newkirk Realty Trust, Inc. ("Newkirk"), a newly formed real estate investment trust, with the timing of such investment to coincide with the Newkirk initial public offering, and o the assignment to Newkirk of certain rights of First Union under its Exclusivity Services Agreement with Michael Ashner, First Union's Chief Executive Officer, relating to the utilization of his services for future net lease investments. The assignment shall coincide with Newkirk's initial public offering. In consideration of such assignment and the receipt of such services, Newkirk will: (i) issue $20 million of additional Newkirk common shares, 50% of which will vest immediately with the remaining 50% vesting pro rata on a monthly basis over a three year period and First Union will receive all dividends and the right to vote with respect to the unvested Newkirk shares; and (ii) First Union will receive the economic benefit of 80% of the incentive management fees payable by Newkirk to its external advisor. Newkirk has been formed to acquire a controlling interest in The Newkirk Master Limited Partnership, an entity in which Michael Ashner and certain other members of First Union's senior management own an interest and of which his affiliate is the general partner. The business of the Newkirk MLP is investment in net leased properties. The proposed transactions are referenced, and more fully discussed, in a registration statement on Form S-11 filed today with the Securities and Exchange Commission by Newkirk in connection with its contemplated initial public offering. The transactions are subject to the execution of definitive documentation containing the final terms and conditions. A Special Committee of the First Union Board considered and recommended Board approval of the proposed transactions. The members of the First Union Special Committee are Arthur Blasberg, Jr., chair, Talton Embry and Howard Goldberg, each of whom is an independent trustee of First Union. First Union Real Estate Equity and Mortgage Investments is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts. Certain statements contained in this press release that are forward-looking are based on current expectations that are subject to a number of uncertainties and risks, and actual results may differ materially. Further information about the risks generally with respect to First Union can be found in First Union's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. EX-99.3 4 e500865_ex99-3.txt PRESS RELEASE, DATED AUGUST 9, 2005 Exhibit 99.3 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS AT THE COMPANY Carolyn Tiffany Chief Operating Officer (617) 570-4614 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 FOR IMMEDIATE RELEASE - Boston, Massachusetts- August 9, 2005 First Union Real Estate Equity and Mortgage Investments (NYSE:FUR), a real estate investment trust, announced today the operating results for the second quarter ended June 30, 2005. Quarterly Highlights o Made 22 mezzanine loans in the aggregate amount of $69,326,000 o Acquired two adjacent triple net office buildings in Amherst, New York for an aggregate purchase price of $22,054,955 o Issued 360,000 shares of Series B-1 Cumulative Convertible Redeemable Preferred Shares of Beneficial Interest for $25.00 per share For the six months ended June 30, 2005, net income from continuing operations increased by $3,723,000 to $3,022,000 from a loss of ($701,000) for the same period during 2004. Net income from continuing operations increased for the three months ended June 30, 2005 to $1,584,000 from $287,000 for the three months ended June 30, 2004. Financial results for the three and six months ended June 30, 2005 and 2004 are as follows:
(in thousands, except per-share data) For the Three Months Ended For the Six Months Ended June 30, June 30, 2005 2004 2005 2004 ---------- ---------- ---------- ---------- Revenues $ 5,163 $ 1,061 $ 10,062 $ 1,687 ========== ========== ========== ========== Income (loss) from continuing operations $ 1,584 $ 287 $ 3,022 $ (701) Income from discontinued operations 487 20,159 522 20,942 ---------- ---------- ---------- ---------- Net income $ 2,071 $ 20,446 $ 3,544 $ 20,241 ========== ========== ========== ========== Net income applicable to Common Shares of Beneficial Interest $ 60 $ 19,930 $ 570 $ 19,209 ========== ========== ========== ========== Per Share - Basic Loss from continuing operations, net of preferred dividends $ (0.01) $ (0.01) $ 0.00 $ (0.05) Income from discontinued operations 0.01 0.65 0.02 0.67 ---------- ---------- ---------- ---------- Basic - net income applicable to Common Shares of Beneficial Interest $ 0.00 $ 0.64 $ 0.02 $ 0.62 ========== ========== ========== ========== Per Share - Diluted Income (loss) from continuing operations, net of preferred dividends $ (0.01) $ (0.01) $ 0.00 (0.05) Income from discontinued operations 0.01 0.65 0.02 0.67 ---------- ---------- ---------- ---------- Diluted - net income applicable to Common Shares of Beneficial Interest $ 0.00 $ 0.64 $ 0.02 $ 0.62 ========== ========== ========== ==========
Net income for the six months ended June 30, 2005 was $507,000 as compared to net income of $19,209,000 for the six months ended June 30, 2004. The primary reason for the decrease in net income was a decrease in income from discontinued operations of $20,420,000, of which $19,651,000 resulted from a gain on sale of Park Plaza Mall. Rental income increased by $7,164,000 to $7,907,000 for the six months ended June 30, 2005 from $743,000 for the six months ended June 30, 2004. The increase was primarily due to the acquisition of the triple net lease properties in November 2004 and May 2005 which generated revenue of $7,193,000. Net income for the three months ended June 30, 2005 was $60,000 as compared to net income of $19,930,000 for the three months ended June 30, 2004. The primary reason for the decrease in net income was a decrease in income from discontinued operations of $19,672,000. Rental income increased by $3,673,000 to $4,045,000 for the three months ended June 30, 2005 from $372,000 for the three months ended June 30, 2004. The increase was primarily due to the acquisition of the triple net lease properties in November 2004 and May 2005 which generated $3,693,000 of revenue. Further details regarding the Company's results of operations, properties and tenants are available in the Company's Form 10-Q for the quarterly period ended June 30, 2005 as filed with the Securities and Exchange Commission which can be accessed at the Company's website www.firstunion-reit.net or at the Securities and Exchange Commission website www.sec.gov. Certain statements contained in this press release that are forward-looking are based on current expectations that are subject to a number of uncertainties and risks, and actual results may differ materially. Further information about these matters and the risks generally with respect to First Union can be found in First Union's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. First Union Real Estate Equity and Mortgage Investments is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts. -----END PRIVACY-ENHANCED MESSAGE-----