-----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, EOhXrIXBHzVh2tsUZFYGIf6qbcGx2fFa8rHqDXepkKG03X2rfpAyFL+h0U7K51qo VQ5u35HaWfKfg1sEfVEi/g== 0000950172-97-000564.txt : 19970611 0000950172-97-000564.hdr.sgml : 19970611 ACCESSION NUMBER: 0000950172-97-000564 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970610 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 005-19676 FILM NUMBER: 97621325 BUSINESS ADDRESS: STREET 1: 55 PUBLIC SQUARE STREET 2: STE 1900 CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: 2167814030 MAIL ADDRESS: STREET 1: 55 PUBLIC SQUARE SUITE 1910 CITY: CLEVELAND STATE: OH ZIP: 44113 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 SCHEDULE 13D AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) First Union Real Estate Equity and Mortgage Investments (Name of Issuer) Shares of Beneficial Interest (Title of Class of Security) 337 400 105 (CUSIP Number) W. Edward Scheetz c/o Apollo Real Estate Advisors, L.P. 1301 Avenue of the Americas New York, New York 10019 Telephone: (212) 261-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Patrick J. Foye, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, NY 10022 Telephone: (212) 735-2274 June 6, 1997 (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 statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with the statement: [ ] SCHEDULE 13D - -------------------------------------- CUSIP NO. ----------------- - -------------------------------------- - --------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON APOLLO REAL ESTATE INVESTMENT FUND II, L.P. - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 2,135,987 REPORTING --------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,135,987 - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,135,987 - --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - --------------------------------------------------------------------------- SCHEDULE 13D - -------------------------------------- CUSIP NO. ----------------- - -------------------------------------- - --------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON APOLLO REAL ESTATE ADVISORS II, L.P. - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 2,135,987 REPORTING --------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,135,987 - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,135,987 - --------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - --------------------------------------------------------------------------- This Amendment No. 3 amends and supplements the following Items of the Schedule 13D (the "Schedule 13D") of Apollo Real Estate Investment Fund II, L.P. 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 the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated in its entirety by the following: In connection with the purchase of the Shares, the Reporting Persons beneficially own an aggregate of 2,135,987 Shares. The Shares beneficially owned by the Reporting Persons were purchased at an aggregate purchase price of approximately $24,783,523 consisting of 889,700 Shares purchased at an aggregate purchase price of approximately $10,477,706 and 377,000 shares of First Union Series A Cumulative Convertible Redeemable Preferred Shares of Beneficial Interest (the "Preferred Shares") purchased at an aggregate purchase price of approximately $14,305,817. The purchases were financed with cash on hand and borrowed funds pursuant to a margin loan made in the ordinary course of business by a registered broker-dealer. Item 4. Purpose of the Transaction. Item 4 is hereby amended and restated in its entirety to read as follows: The Reporting Persons initially acquired beneficial ownership of the Shares in the ordinary course of business for investment purposes. The Reporting Persons have from time to time considered and continue to consider various alternative proposals to increase the value of their Shares. In this respect, the Reporting Persons may propose one or more possible transactions to First Union's management and/or trustees, acquire additional Shares from time to time or sell or otherwise dispose of all or part of the Shares beneficially owned by them in any manner permitted by law. In addition, representatives of the Reporting Persons have been in contact with a limited number of other holders of Shares and may contact other holders of Shares or potential investors in connection with the foregoing. Representatives of the Reporting Persons have also met with representatives of senior management of First Union to discuss one or more possible transactions. No definitive proposal has been made by the representatives of the Reporting Persons and no agreement, either written or oral, has been reached. In the event of a material change in the present plans or intentions of the Reporting Persons, the Reporting Persons will amend this Schedule 13D to reflect such change. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended by restating the following sections in their entirety: (a) As of the date hereof, the Reporting Persons beneficially own an aggregate of 889,700 Shares which represents approximately 7.6% of the outstanding Shares of First Union. This amount consists of 889,700 Shares and 377,000 Preferred Shares. Each Preferred Share is immediately convertible into 3.3058 Shares. (b) The Reporting Persons share the voting and dispositive power with respect to the 2,135,987 Shares which they beneficially own. To the best of the Reporting Persons' knowledge, none of the individuals listed on Schedule I owns any Shares or can vote or direct the vote of any Shares, nor can any such individual dispose or direct the disposition of any Shares. (c) Except as set forth on Schedule II, no person named in response to paragraph (a) of this Item has effected any transaction in the Shares during the past sixty days. SCHEDULE II TRANSACTIONS IN THE SECURITIES Set forth below are the transactions in the Shares and the Preferred Shares that were effected during the past sixty days by AREIF II through its registered broker-dealer in New York. Number of Date Shares Price per Share Series ------- --------- --------------- ------ 4/11/97 4,100 13.3170 Shares 4/14/97 40,000 14.1780 Shares 4/21/97 16,200 14.0000 Shares 4/22/97 500 13.8750 Shares 4/24/97 1,600 13.7500 Shares 4/25/97 23,500 13.6250 Shares 4/28/97 3,400 13.6250 Shares 4/30/97 1,000 13.6250 Shares 5/1/97 10,000 13.5000 Shares 5/8/97 20,000 13.2500 Shares 5/28/97 1,000 12.5000 Shares 5/28/97 100,000 12.5000 Shares 6/5/97 30,000 13.0000 Shares 6/6/97 100,000 13.0000 Shares 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: June 6, 1997 APOLLO REAL ESTATE INVESTMENT FUND II, L.P. By: Apollo Real Estate Advisors II, L.P. 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. -----END PRIVACY-ENHANCED MESSAGE-----