1
================================================================================
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
---------------------------------
Date of Report April 29, 1999
--------------
First Union Real Estate Equity and Mortgage Investments
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 1-6249 34-6513657
- --------------------------- ------------------------ -------------------
State or other jurisdiction (Commission File Number) (I.R.S. Employer
Identification No.)
Suite 1900, 55 Public Square
Cleveland, Ohio 44113-1937
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 781-4030
---------------
- --------------------------------------------------------------------------------
Former name or former address, if changed since last report.
Total number of pages in report 2.
2
ITEM 5. OTHER EVENTS
------------
First Union Real Estate Equity and Mortgage Investments (the "Company")
has entered into amendments to its (1) Amended and Restated Credit Agreement,
dated as of November 1, 1997, among the Company, First Union Management, Inc.,
the lenders party thereto, and National City Bank, as Administrative Agent for
the lenders, (2) Fixed Rate Loan Agreement, dated as of August 11, 1998, among
the Company, BankBoston, N.A., Wellsford Capital and Bankers Trust Company, as
lenders, and Bankers Trust Company, as Agent for the lenders, and (3) Fixed Rate
Loan Agreement, dated as of August 11, 1998, among the Company, Blackacre Bridge
Capital, L.L.C., Gotham Partners, L.P., Gotham Partners III, L.P. and Elliott
Associates, L.P., as lenders, and Bankers Trust Company, as Agent for the
lenders. Copies of the amendments are being filed as Exhibits 1, 2 and 3 hereto.
In connection with the Company's rights offering (the "Rights Offering") as
described in the Company's Prospectus, dated April 13, 1999, as supplemented by
the Prospectus Supplement, dated April 21, 1999, the Company has entered into a
letter agreement with Gotham Partners, L.P., Gotham Partners III, L.P. and
Gotham Partners International, Ltd. (collectively, "Gotham") that sets forth the
terms of Gotham's agreement to act as a standby purchaser in the Rights
Offering. A copy of the letter agreement is being filed as Exhibit 4 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
The following are filed as exhibit hereto:
Exhibits
--------
99.a) Amendment No. 3, dated as of March 1, 1999, to
Amended and Restated Credit Agreement, dated as of
November 1, 1997, among the Company, First Union
Management, Inc., the lenders party thereto, and
National City Bank, as Administrative Agent for the
lenders.
99.b) Second Amendment of Fixed Rate Loan Agreement, dated
as of April 19, 1999, among the Company, BankBoston,
N.A., Wellsford Capital and Bankers Trust Company, as
lenders, and Bankers Trust Company, as Agent for the
lenders.
99.c) Second Amendment of Fixed Rate Loan Agreement, dated
as of April 19, 1999, among the Company, Ableco
Finance LLC, for its own account and an agent for the
other lenders, Gotham Partners, L.P., Gotham Partners
III, L.P. and Elliott Associates, L.P., as lenders
and Bankers Trust Company, as Agent for the lenders.
99.d) Letter Agreement, dated April 19, 1999, among the
Company, Gotham Partners, L.P., Gotham Partners III,
L.P. and Gotham Partners International, Ltd.
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
------------------------------
(Registrant)
Date: April 29, 1999 By: /S/ Gregory C. Scott
-------------- ---------------------
Gregory C. Scott
Controller