1 ================================================================ 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) October 24, 1996 ----------------- FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS ------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Ohio ------------------------------------------------------- (State of Organization) 1-6249 34-6513657 - ------------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 55 Public Square, Suite 1900, Cleveland, Ohio 44113 - -------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (216) 781-4030 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. On October 24, 1996, First Union Real Estate Equity and Mortgage Investments, an Ohio real estate investment trust ("First Union"), announced the pricing of an offering of 2,000,000 shares of its Series A Cumulative Convertible Redeemable Preferred Shares of Beneficial Interest, $25.00 par value per share (the "Series A Preferred Shares"). Copies of the announcement and the underwriting agreement relating to the Series A Preferred Shares are filed as exhibits hereto and are hereby incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. EXHIBIT NO. DOCUMENT DESCRIPTION ----------- -------------------- 1(a) Underwriting Agreement dated October 23, 1996 among Sutro & Co. Incorporated, BT Securities Corporation and Tucker Anthony Incorporated and First Union Real Estate Equity and Mortgage Investments. 4(a) Certificate of Designations for the Series A Preferred Shares. 4(b) Form of certificate of Series A Preferred Shares. 99(a) Press Release dated October 24, 1996. 3 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. FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS Dated: October 24, 1996 By: /s/ John J. Dee ---------------------------- John J. Dee Senior Vice President and Chief Accounting Officer