-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EMnioOG917rkWtSK/mzR94HYTNnJd5Xf5HKixbmB1vmDGqANuTS4NlAx4LCcjOyL 3fXazo6kHsQDeYI//aHQAA== 0000898430-01-500395.txt : 20010509 0000898430-01-500395.hdr.sgml : 20010509 ACCESSION NUMBER: 0000898430-01-500395 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010507 GROUP MEMBERS: APOLLO REAL ESTATE ADVISORS II L P GROUP MEMBERS: APOLLO REAL ESTATE INVESTMENT FUND II L P SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS CENTRAL INDEX KEY: 0000037008 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346513657 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-19676 FILM NUMBER: 1624641 BUSINESS ADDRESS: STREET 1: 551 FIFTH AVE STREET 2: STE 1416 CITY: NEW YORK STATE: NY ZIP: 10176 BUSINESS PHONE: 2129051104 MAIL ADDRESS: STREET 1: 551 FIFTH AVE STREET 2: SUITE 1416 CITY: NEW YORK STATE: NY ZIP: 10176 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO REAL ESTATE INVESTMENT FUND II L P CENTRAL INDEX KEY: 0001017831 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223443725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O APOLLO REAL ESTATE ADVISORS II LP STREET 2: TWO MANHATTANVILLE ROQD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 2128567000 MAIL ADDRESS: STREET 1: C/O APOLLO REAL ESTAE ADVISORS II L P STREET 2: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D/A 1 dsc13da.txt SCHEDULE 13D, AMENDMENT #8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) First Union Real Estate Equity and Mortgage Investments (Name of Issuer) Shares Beneficial Interest ------------------------------- (Title of Class of Security) 337 400 105 (CUSIP NUMBER) Michael D. Weiner c/o Apollo Real Estate Advisors, L.P. 1999 Avenue of the Stars Suite 1900 Los Angeles, CA 90067 (310) 201-4122 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, NY 10178 Attention: Robert Robison April 30, 2001 ------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4) check the following box [_]. SCHEDULE 13D CUSIP NO. 337 400 105 - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON APOLLO REAL ESTATE INVESTMENT FUND II, L.P. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 0 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 PN - ------------------------------------------------------------------------------ 2 SCHEDULE 13D CUSIP NO. 337 400 105 - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON APOLLO REAL ESTATE ADVISORS II, L.P. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC, OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 0% - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES [_] 12 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0 - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 PN - ------------------------------------------------------------------------------ 3 This Amendment No. 8 amends and supplements the following Items of the Schedule 13D (the "Schedule 13D") of Apollo Real Estate Investment Fund II, L.P. ("AREIF") and Apollo Real Estate Advisors II, L.P. originally filed on January 6, 1997 with the Securities and Exchange Commission with respect to the Shares of Beneficial Interest (the "Shares") of First Union Real Estate Equity and Mortgage Investments, an Ohio business trust ("First Union"). Unless otherwise indicated, all capitalized terms used but not defined herein have the meanings set forth in Schedule 13D. Item 5 is hereby amended by adding the following: Item 5 Interest in Securities of the Issuer. On April 30, 2001, AREIF entered into a Stock Purchase Agreement pursuant to which AREIF has agreed to sell all Shares owned by it to First Union. Exhibit 1 is hereby incorporated by reference. Item 7 is hereby amended by adding the following: Item 7 Material to Be Filed as Exhibits. Exhibit 1: Stock Purchase Agreement, dated as of April 30, 2001 between Apollo Real Estate Investment Fund II, L.P. and First Union Real Estate Equity and Mortgage Investments 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 7, 2001 APOLLO REAL ESTATE INVESTMENT FUND II, L.P. By: Apollo Real Estate Advisors II, Inc. Managing Member By: Apollo Real Estate Capital Advisors II, Inc. General Partner By: /s/ Michael D. Weiner ----------------------------------------- Name: Michael D. Weiner Title: Vice President, Apollo Real Estate Capital Advisors II, Inc. APOLLO REAL ESTATE ADVISORS II, L.P. By: Apollo Real Estate Capital Advisors II, Inc. General Partner By: /s/ Michael D. Weiner ----------------------------------------- Name: Michael D. Weiner Title: Vice President, Apollo Real Estate Capital Advisors II, Inc. 5 INDEX TO EXHIBITS ----------------- Exhibit Number Description -------------- ----------- 1 Stock Purchase Agreement, dated as of April 30, 2001, between Apollo Real Estate Investment Fund II, L.P. and First Union Real Estate Equity and Mortgage Investments 6 EX-99.1 2 dex991.txt STOCK PURCHASE AGREEMENT Exhibit I --------- STOCK PURCHASE AGREEMENT ------------------------ STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April 30, 2001, between Apollo Real Estate Investment Fund II, L.P. (the "Seller") and First Union Real Estate Equity and Mortgage Investments, an Ohio real estate business trust (the "Purchaser"). WHEREAS, the Purchaser desires to purchase 2,990,372 common shares of beneficial interest, of the Purchaser (the "Shares") from the Seller; WHEREAS, the Seller desires to sell the Shares to the Purchaser; - NOW, THEREFORE, in consideration of the promises and the representations, warranties, acknowledgements and agreements set forth herein, the parties hereto agree as follows: 1. Purchase of Shares. Simultaneously with the execution of this ------------------ Agreement, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares at an aggregate cash consideration of $7,102,133.50 for same day settlement, delivery versus payment, through the Depositary Trust Company. 2. Representations and Warranties by the Seller. The Seller hereby -------------------------------------------- represents and warrants as follows: (a) The Seller is the sole record and beneficial owner of, and has good and valid title to the Shares, free and clear of any and all liens, pledges, encumbrances, charges, agreements or claims of any kind whatsoever. (b) The Seller has the requisite corporate, partnership or limited liability company power, as the case may be, and authority to execute, deliver and perform its obligations under this Agreement and to sell, assign, transfer and deliver the Shares, and the delivery of the Shares as provided in this Agreement will convey to the Purchaser good and marketable title to the Shares. (c) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate, partnership or limited liability company action, as the case may be, of the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except insofar as enforceability may be affected by bankruptcy, involvency or similar laws affecting creditor's rights generally and the availability of any particular equitable remedy. (d) Neither the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof conflict with or will result in a breach or violation of or default under any of the terms, conditions or provisions of (i) the Seller's organizational documents or (ii) any agreement, order, judgment, decree, arbitration award, statute, regulation or instrument to which Seller is a party or by which it or its assets are bound. (e) Other than consents obtained as of the date hereof, no consent or approval, authorization, order, registration or qualification of or with any government entity or any other person is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Seller. The foregoing representations and warranties shall survive the date hereof. 3. Representations and Warranties by the Purchaser. The Purchaser ----------------------------------------------- hereby represents and warrants as follows: (a) The Purchaser has the requisite corporate, partnership or limited liability company power, as the case may be, and authority to execute, deliver and perform its obligations under this agreement and to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate, partnership, business trust or limited liability company action, as the case may be, of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except insofar as enforceabilty may be affected by bankruptcy, insolvency or similar laws affecting creditor's rights generally and the availability of any particular equitable remedy. (c) Neither the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof conflict with or will result in a breach or violation of or default under any of the terms, conditions or provisions of (i) the Purchaser's organizational documents or (ii) any agreement, order, judgment, decree, arbitration award, statute, regulation or instrument to which Purchaser is a party or by which it or its assets are bound. (d) Other than consents obtained as of the date hereof, no consent or approval, authorization, order, registration or qualification of or with any governmental entity or any other person is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser. The foregoing representations and warranties shall survive the date hereof. 4. Seller's Acknowledgments. The Seller hereby acknowledges that it ------------------------ understands that: (a) It has carefully reviewed this Agreement and is represented by counsel in connection with the execution of this Agreement and the transactions contemplated hereby. It and its counsel have been given the opportunity to ask questions of, and receive answers from, the Purchaser concerning the terms and conditions of the Shares and have been given the opportunity to obtain any additional information which the Purchaser possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information supplied to it. It understands that there can be no assurance that the Shares will not 2 be valued in the future at a significantly higher price than the purchase price per Share pursuant to the terms of this Agreement. (b) The Purchaser may possess material non-public information regarding Purchaser and the Shares. It understands that such information has not been disclosed to it and agrees that the Purchaser and its officers, trustees, agents and representatives shall have no liability to it or any of its officers, directors, trustees, agents and representatives, or affiliates with respect to the sale referred to above arising out of the nondisclosure to it or any of them of such material non-public information. The foregoing acknowledgments shall survive the date hereof. 5. Miscellaneous. This Agreement shall be governed by, and construed ------------- in accordance with, the laws of the State of New York, without regard to the principles of conflict of laws thereof. This Agreement may not be assigned in whole or in part by either party without the prior written consent of the other party. This Agreement sets forth the entire agreement of the parties and is intended to supercede all prior agreements. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which shall be deemed to be an original, and all of which shall constitute the same agreement. 6. No Personal Liability. Notwithstanding anything contained herein --------------------- to the contrary, this Agreement is made and executed on behalf of the Purchaser, a business trust organized under the laws of the State of Ohio, by its officer(s) on behalf of the Trustees thereof, and none of the Trustees or any additional or successor Trustee hereafter appointed, or any beneficiary, officer, employee or agent of the Purchaser shall, except as otherwise may be required by law, have any liability in such Trustee's, beneficiary's officer's, employee's or agent's personal or individual capacity, but instead all parties shall look solely to the property assets of the Purchaser for satisfaction of claims of any nature arising under or in connection with this Agreement. 3 IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the date first above written. THE SELLER: APOLLO REAL ESTATE INVESMENT FUND II, L.P. By:___________________________________________ Name: Title: THE PURCHASER: FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS By:___________________________________________ Name: Title: 4 -----END PRIVACY-ENHANCED MESSAGE-----