-----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, GjXV3X8HjgAI+XtGw8DyL2pBU3f4Grt3QH+1BhvmJsK1HHtudBX79by3h33lWS7v XVDNWaKZLn+k8OA9HhdrNA== /in/edgar/work/0000919574-00-001047/0000919574-00-001047.txt : 20001120 0000919574-00-001047.hdr.sgml : 20001120 ACCESSION NUMBER: 0000919574-00-001047 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS CENTRAL INDEX KEY: 0000037008 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 346513657 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-19676 FILM NUMBER: 772592 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: MAGTEN ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0000898345 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 132925888 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 35 EAST 21ST STREET CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125296612 MAIL ADDRESS: STREET 2: 35 EAST 21ST STREET CITY: NEW YORK STATE: NY ZIP: 10010 SC 13D 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: First Union Real Estate Equity and Mortgage Investments Title of Class of Securities: Shares of Beneficial Interest $1 par value CUSIP Number: 337400105 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Felix Kozodoy Magten Asset Management Corp. 35 East 21st Street New York, New York 10010 (Date of Event which Requires Filing of this Statement) September 26, 2000 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(e), 13d-1(f) or 13d-1(g), check the following box [X] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP No.: 337400105 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Magten Asset Management Corp. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 2,530,720 9. Sole Dispositive Power: 10. Shared Dispositive Power: 3,479,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,479,500 3 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 8.5% 14. Type of Reporting Person IA, CO 4 CUSIP No.: 337400105 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Talton R. Embry 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 1,529,600 8. Shared Voting Power: 2,530,720 9. Sole Dispositive Power: 1,529,600 10. Shared Dispositive Power: 3,479,500 5 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,009,100 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 12.2% 14. Type of Reporting Person IN 6 The purpose of this Schedule 13D is to report the ownership of Magten Asset Management Corp. ("Magten") and Talton R. Embry a director of First Union Real Estate Equity and Mortgage Investments (collectively, the "Reporting Persons") in the Common Stock (the "Common Stock") of First Union Real Estate Equity and Mortgage Investments (the "Issuer") of 8.5% and 12.2%, respectively, of the outstanding Common Stock. Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is: Shares of Beneficial Interest. The name and address of the principal executive and business office of the Issuer is: First Union Real Estate Equity and Mortgage Investments 1212 Avenue of the Americas 18th Floor New York, New York 10036 Item 2. Identity and Background This statement is being filed on behalf of Magten Asset Management Corp. ("Magten"), a Delaware corporation, and Talton R. Embry together the "Reporting Persons." Magten, a registered investment adviser, has investment discretion over certain managed accounts of its investment advisory clients and certain private investment funds for which it serves as general partner or investment manager. Mr. Embry is a managing director and the sole shareholder of Magten and a director of the Issuer. Mr. Embry has investment discretion over various pension plans of Magten. The principal office of the Reporting Persons is at 35 East 21st Street, New York, New York 10010. On February 26, 1996, Magten and the Maryland Securities Commissioner entered into a consent order whereby Magten paid a fine of $1,500. The Maryland Securities Commissioner alleged that Magten effected investment advisory transactions in Maryland prior to its registration as a Maryland investment adviser. Magten is currently registered as an investment adviser in Maryland, and its activities are not restricted. Mr. Embry has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Embry has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a 7 judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Talton R. Embry is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration The Shares of Beneficial Interest were acquired in open market transactions using funds of the Reporting Persons investment advisory clients. Item 4. Purpose of Transactions The Common Stock deemed to be beneficially owned by the Reporting Persons is held for investment purposes. Notwithstanding the foregoing, one of the Reporting Persons, Mr. Embry, is a member of the Board of Directors of the Issuer and as such has had discussions with Management. The Reporting Persons have not entered into any agreements or arrangements relating to the Common Stock. Except as described above, the Reporting Persons do not have any plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to the Schedule 13D. The Reporting Persons reserves the right to acquire additional Shares, dispose of all or some of the Shares from time to time, or continue to hold the Shares. Item 5. Interest in Securities of Issuer As of the date hereof, Magten and Mr. Embry are deemed to beneficially own 3,479,500 and 5,009,100 Shares. Based on information supplied by the Issuer, as of September 30, 2000 there were 41,045,774 Shares outstanding. Therefore, Magten and Mr. Embry are deemed to beneficially own 8.5% and 12.2%, respectively of the outstanding Shares. The Reporting Persons have the shared power to vote or direct the vote of 2,530,720 Shares. The Reporting Persons do not have the power to vote or direct the vote of 2,033,600 Shares. The Reporting Persons have the power to dispose of or direct the disposition of all 5,009,100 Shares. All transactions in the Shares effected by the Reporting Persons during the sixty days prior to September 26, 2000 through the date of this filing were effected in open-market transactions and are set forth in Exhibit B hereto. 8 The Reporting Persons may be deemed to be beneficially owners of the Shares. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, the Reporting Persons hereby declare that the filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are the beneficial owners of the Shares. Investment advisory clients, on whose behalf the Shares are held in managed accounts, have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of the Shares. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer See Item 4. Item 7. Material to be Filed as Exhibits 1. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. 2. A description of the transactions in the Shares that were effected by the Reporting Persons during the 60 days prior to March 27, 2000 through the date of this filing is filed herewith as Exhibit B. Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. MAGTEN ASSET MANAGEMENT CORP. By: /s/ Talton R. Embry _____________________________ Talton R. Embry 9 Managing Director /s/ Talton R. Embry _____________________________ Talton R. Embry November 14, 2000 10 Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated November 14, 2000 relating to the Shares of Beneficial Interest First Union Real Estate Equity and Mortgage Investments shall be filed on behalf of the undersigned. MAGTEN ASSET MANAGEMENT CORP. By: /s/ Talton R. Embry _____________________________ Talton R. Embry Managing Director /s/ Talton R. Embry _____________________________ Talton R. Embry 11 Exhibit B SCHEDULE OF TRANSACTIONS Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ __________________________ _____________________ 09/06/00 (6,500) 2.6875 09/07/00 (1,800) 2.75 09/08/00 (1,500) 2.75 09/08/00 (735,430) ___ 09/11/00 26,460 ____ 09/22/00 (1,500) 2.75 12 01651001.AX7 -----END PRIVACY-ENHANCED MESSAGE-----