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 May 27, 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 3. 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS ------------------------------------ The registrant sold certain assets during the first five months of 1999. The sales of these assets had been previously reported in Form 8-K dated April 15, 1999 as contracts that had been executed with potential purchasers or as sales that had been completed. The net proceeds of $98.7 million after repayment of mortgage debt secured by the sold properties were used to partially repay bank loans and a note payable. The properties sold and date of sale are as follows: PROPERTY DATE SOLD -------- --------- Woodland Commons February 18, 1999 Beck Building March 17, 1999 Sutter Buttes April 1, 1999 Valley Mall May 5, 1999 Valley North May 5, 1999 Mall 205 May 5, 1999 Plaza 205 May 5, 1999 Somerset Lakes May 12, 1999 Steeplechase May 12, 1999 Briarwood May 12, 1999 Hunter's Creek May 12, 1999 Beechlake May 12, 1999 Woodfield Gardens May 12, 1999 Windgate May 12, 1999 Walden Village May 12, 1999 Magic Mile Parking Lot May 17, 1999 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- a) Financial Statements -------------------- Not applicable. b) Proforma Financial Information ------------------------------ The Proforma Combined Balance Sheet of the registrant as of March 31, 1999, attached hereto as Exhibit 99.1, the Proforma Combined Statement of Operations for the three months ended March 31, 1999, attached hereto as Exhibit 99.2 and the twelve months ended December 31, 1998, attached hereto as Exhibit 99.3 and Notes to Proforma Combined Financial Statements, attached hereto as Exhibit 99.4, reflect proforma adjustments to the registrant's historical financial statements for the sale of five shopping centers, eight apartment complexes, a parking facility and two office buildings. The Proforma Combined Statement of Operations for the twelve months ended December 31, 1998, and for the three months ended March 31, 1999 are not necessarily indicative of the actual results that would have occurred had the property sales been consummated at the beginning of the respective periods or of future operations of the registrant. The Proformas do not take into consideration the increase in the registrant's liquidity or possible uses of those funds. 3 These statements should be read in conjunction with the Notes to Proforma Financial Statements. c) Exhibits -------- 99.1) Proforma Combined Balance Sheet as of March 31, 1999. 99.2) Proforma Combined Statement of Operations for the three months ended March 31, 1999. 99.3) Proforma Combined Statement of Operations for the twelve months ended December 31, 1998. 99.4) Notes to Proforma Financial Statements. 99.5) Press release dated February 17, 1999 regarding sale of Woodland Commons. 99.6) Press release dated March 23, 1999 regarding sale of Beck Building. 99.7) Press release dated April 7, 1999 regarding sale of Sutter Buttes. 99.8) Press release dated May 6, 1999 regarding sale of Valley Mall, Valley North Mall, Mall 205 and Plaza 205. 99.9) Press release dated May 13, 1999 regarding sale of Somerset Lakes, Beechlake, Steeplechase, Hunter's Creek, Briarwood, Windgate, Woodfield and Walden Village Apartments. 99.10) Press release dated May 21, 1999 regarding sale of Magic Mile Parking facility. 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: May 27, 1999 By:/S/ Gregory C. Scott ------------ ---------------- Gregory C. Scott Controller