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): February 24, 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, 14th 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
The registrant issued a press release in which it indicated that it has
reconfirmed to Gotham Partners, L.P. ("Gotham") that it was not pursuing, and
has no present intention of pursuing, an alternative transaction to its merger
with Gotham Golf Corp. The registrant has notified Gotham, as required by its
merger agreement, of an unsolicited proposal from a third party relative to the
possible acquisition of the registrant. The registrant has indicated to Gotham
that the alternative offer was not a superior proposal and that it would not be
pursued.
The merger between the registrant and Gotham currently is enjoined by
an order of the New York State Supreme Court for New York County which has been
appealed by both the registrant and Gotham. The oral argument before the
three-judge panel of the Appellate Division - First Department of the New York
State Supreme Court is scheduled for March 11, 2003. There is no specific
timetable for the appellate court to render its decision.
The registrant also announced that it intends to hold a shareholders
meeting for the purpose of the election of trustees no later than June 30, 2003.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
99.1 Press Release, dated February 24, 2003, issued by
First Union Real Estate Equity and Mortgage
Investments.
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: February 24, 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
--------- ---------------
99.1 Press Release, dated February 24, 2003, issued by
First Union Real Estate Equity and Mortgage
Investments.