SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 26, 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
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 AND REQUIRED FD DISCLOSURE
The registrant issued a joint press release with FUR Investors, LLC on
November 26, 2003, in which it announced that the registrant and FUR Investors,
LLC, an entity controlled by real estate investor Michael L. Ashner, have
entered into a Stock Purchase Agreement pursuant to which FUR Investors, LLC
will purchase a minimum of 5,000,000 and a maximum of 5,185,724 newly issued
common shares from the Company at a price of $2.60 per share. As part of the
transaction, FUR Investors, LLC will also commence a tender offer to purchase up
to 5,000,000 common shares, at a price of $2.30 per share. The tender offer is
expected to commence on or prior to December 5, 2003. The closing of the
purchases under the Stock Purchase Agreement will occur shortly after the
closing of the tender offer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
Exhibit No. Description
10.1 Stock Purchase Agreement between First Union Real Estate
Equity and Mortgage Investments and FUR Investors, LLC, dated
as of November 26, 2003 ("Stock Purchase Agreement"),
including Annex A thereto, being the list of Conditions to the
Offer.
10.2 Guaranty of Michael L. Ashner, Guarantor, dated November 26,
2003, in favor of First Union Real Estate Equity and Mortgage
Investments, Guarantee, in the form provided as Annex F to the
Stock Purchase Agreement.
10.3 Annex B to the Stock Purchase Agreement, being the form of
Advisory Agreement between First Union Real Estate Equity and
Mortgage Investments and FUR Advisors, LLC.
10.4 Annex C to the Stock Purchase Agreement, being the form of
Exclusivity Services Agreement between First Union Real Estate
Equity and Mortgage Investments and Michael L. Ashner.
10.5 Annex D to the Stock Purchase Agreement, being the form of
Covenant Agreement between First Union Real Estate Equity and
Mortgage Investments and FUR Investors, LLC.
10.6 Annex E to the Stock Purchase Agreement, being the form of
Escrow Agreement by and among First Union Real Estate Equity
and Mortgage Investments, FUR Investors, LLC and an Escrow
Agent to be designated.
99.1 Joint Press Release, dated November 26, 2003, issued by First
Union Real Estate Equity and Mortgage Investments and FUR
Investors, LLC.
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: December 1, 2003
FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS
By: /s/ Neil H. Koenig
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Name: Neil H. Koenig
Title: Interim Chief Financial Officer
EXHIBIT LIST
Exhibit No. Description
10.1 Stock Purchase Agreement between First Union Real Estate
Equity and Mortgage Investments and FUR Investors, LLC, dated
as of November 26, 2003 ("Stock Purchase Agreement"),
including Annex A thereto, being the list of Conditions to the
Offer.
10.2 Guaranty of Michael L. Ashner, Guarantor, dated November 26,
2003, in favor of First Union Real Estate Equity and Mortgage
Investments, Guarantee, in the form provided as Annex F to the
Stock Purchase Agreement.
10.3 Annex B to the Stock Purchase Agreement, being the form of
Advisory Agreement between First Union Real Estate Equity and
Mortgage Investments and FUR Advisors, LLC.
10.4 Annex C to the Stock Purchase Agreement, being the form of
Exclusivity Services Agreement between First Union Real Estate
Equity and Mortgage Investments and Michael L. Ashner.
10.5 Annex D to the Stock Purchase Agreement, being the form of
Covenant Agreement between First Union Real Estate Equity and
Mortgage Investments and FUR Investors, LLC.
10.6 Annex E to the Stock Purchase Agreement, being the form of
Escrow Agreement by and among First Union Real Estate Equity
and Mortgage Investments, FUR Investors, LLC and an Escrow
Agent to be designated.
99.1 Joint Press Release, dated November 26, 2003, issued by First
Union Real Estate Equity and Mortgage Investments and FUR
Investors, LLC.