-----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, VD/NF0/35dgC+D/Ay2xIOEV36TjJinvbumQmHeRbiDwudrQu5N2Vgp98wRMrAnVv tQKydqn0jBtCXjaXcCyLmg== 0000950172-98-000216.txt : 19980306 0000950172-98-000216.hdr.sgml : 19980306 ACCESSION NUMBER: 0000950172-98-000216 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980305 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: SEC FILE NUMBER: 005-19676 FILM NUMBER: 98558319 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. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) 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) William A. Scully 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 March 4, 1998 (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. 5 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 7 is hereby amended by adding the following: Item 7. Material to be Filed as Exhibits. The following exhibit is being filed with this Schedule: 1. Letter, dated as of March 4, 1998, from Apollo Real Estate Advisors, L.P. to First Union. 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: March 5, 1998 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. EX-99 2 EXHIBIT 1 - LETTER [APOLLO REAL ESTATE ADVISORS, L.P.] March 4, 1998 Trustees of First Union Real Estate Equity and Mortgage Investments One Public Square, Suite 1900 Cleveland, OH 44113-1937 Gentlemen: As you know, Apollo Real Estate Investment Fund II, L.P. ("Apollo") owns approximately 6.8% of the outstanding shares of Beneficial Interest of First Union Real Estate Equity and Mortgage Investments (the "Company"). As a large stockholder, we have been carefully following the ongoing proxy fight and related litigation between Gotham Partners, L.P. ("Gotham") and the Company. To date, we have been deeply disappointed in the Company's antagonistic attitude towards Gotham and the Company's attempts to disenfranchise Gotham. In addition, it appears that the Company's proposal to increase the size of its Board of Trustees and not promptly fill such vacancies is a vehicle to perpetuate management control even in the event that the Company loses the looming proxy contest. While we write this letter with extreme reluctance, this is to advise you that we are strongly against this proposal and, under current circumstances, we would be supportive of the Gotham initiative in the upcoming vote. We are increasingly concerned that the Board is receiving inaccurate and misleading information from management and has been unreasonably shielded from contact with the Company's largest investors. Accordingly, we respectfully request a meeting with the Board without management attendance to discuss the current affairs of the Company and its governance structure. Under current circumstances, it is our belief that unless the Company's operations change drastically, the Gotham proposal will carry easily. We look forward to meeting in the near term with the Board to share our views as a major shareholder and in that regard wish to remind you that your primary obligations are to shareholders, rather than management. Very truly yours, William A. Scully cc: James C. Mastandrea -----END PRIVACY-ENHANCED MESSAGE-----