-----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, NcheHslTkN35a9z7LSqpN1bliaqaWHME3ULks2cwEOG2TsVWQL9/qFcDnCl2hgAL boc+hl/ZxSKAHRHE9f49QA== 0001029574-00-500010.txt : 20001221 0001029574-00-500010.hdr.sgml : 20001221 ACCESSION NUMBER: 0001029574-00-500010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001220 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: 792417 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: ARIES HILL CORP CENTRAL INDEX KEY: 0000937708 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 161023268 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1350 ONE M & T PLAZA CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 7168456000 MAIL ADDRESS: STREET 1: 1350 ONE M & T PLAZA CITY: BUFFALO STATE: NY ZIP: 14203 SC 13D/A 1 first.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS _________________________________________________________________ (Name of Issuer) Shares of Beneficial Interest _________________________________________________________________ (Title of Class of Securities 337400-10-5 ____________________________ (CUSIP Number) Brent D. Baird 1350 One M&T Plaza Buffalo, New York 14203 (Phone: (716) 849-1484) _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 11, 2000 _______________________ (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 that 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 __. 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 disclosures provided in a prior cover page. The information required on 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). SCHEDULE 13D CUSIP NO. 337400-10-5 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Aries Hill Corp. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 50,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 50,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.122% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 337400-10-5 1. Name of Reporting Person SS or Identification No. of above person (optional) Bruce C. Baird 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 137,500 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 137,500 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.335% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 337400-10-5 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) Bridget B. Baird, as Successor Trustee under an Agreement with Cameron Baird dated 12/23/38 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 164,100 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 164,100 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,100 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.400% 14. TYPE OF REPORTING PERSON* IN, 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 337400-10-5 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) The Cameron Baird Foundation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 460,000 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 460,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 460,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.121% 14. TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 337400-10-5 1. Name of Reporting Person SS or IRS Identification No. of above person (optional) First Carolina Investors, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)_X_ 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 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 SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 1,296,400 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 1,296,400 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,296,400 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.158% 14. TYPE OF REPORTING PERSON* CO, IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. (a) Title and Class of Security: First Union Real Estate Equity and Mortgage Investments (the "Issuer") Shares of Beneficial Interest ("the Shares") (b) Name of Issuer and Address of Issuer's Principal Executive Offices: First Union Real Estate Equity and Mortgage Investments 1212 Avenue of the Americas 18th Floor New York, NY 10036 ITEM 2. IDENTITY AND BACKGROUND. NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY THE PERSONS LISTED BELOW (THE "REPORTING PERSONS") SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL INTEREST. (1) ARIES HILL CORP. State of organization: New York Principal Business: Private holding company Address: 1350 One M&T Plaza, Buffalo, N.Y. 14203 Shareholders: Various members of the Baird family. No individual family member has a controlling interest. Directors: Brent D. Baird, Bruce C. Baird, Brian D. Baird Officers: Brent D. Baird - President and Treasurer; Bruce C. Baird - Vice President; Brian D. Baird - Secretary Information on Individual Directors and Officers pursuant to Instruction C: (a) Brent D. Baird (b) 17 Tudor Place, Buffalo, New York 14222 (c) Private Investor, 1350 One M&T Plaza, Buffalo, New York 14203 (d) No (e) No (f) U.S.A. (a) Bruce C. Baird (b) 331 Lincoln Parkway, Buffalo, New York 14216 (c) President, Belmont Management Co., Inc. 215 Broadway, Buffalo, New York 14204 (d) No (e) No (f) U.S.A. (a) Brian D. Baird (b) 300 Woodbridge Avenue, Buffalo, New York 14214 (c) Attorney, Kavinoky & Cook 120 Delaware Avenue, Buffalo, New York 14202 (d) No (e) No (f) U.S.A. (2) (a) Bruce C. Baird (b) 331 Lincoln Parkway, Buffalo, New York 14216 (c) President, Belmont Management Co., Inc. 215 Broadway, Buffalo, New York 14204 (d) No (e) No (f) U.S.A. (3) BRIDGET B. BAIRD, AS SUCCESSOR TRUSTEE UNDER AN AGREEMENT WITH CAMERON BAIRD DATED 12/23/38 ("BRIDGET B. BAIRD, AS SUCCESSOR TRUSTEE"). (a) Bridget B. Baird (b) 28 Old Mill Road, Quaker Hill, Connecticut 06375 (c) Professor, Connecticut College, New London, Connecticut (d) No (e) No (f) U.S.A. (4) THE CAMERON BAIRD FOUNDATION State of organization: New York (created by a Deed of Trust) Principal Business: a charitable private foundation Address: Box 564 Hamburg, New York 14075 Trustees: Jane D. Baird, Chairman Brenda B. Senturia Bruce C. Baird Bridget B. Baird Brian D. Baird Peter C. Clauson Information on Individual Trustees pursuant to Instruction C: (a) Jane D. Baird (b) 8877 Jennings Road, Eden, New York 14057 (c) Homemaker (d) No (e) No (f) U.S.A. (a) Brenda B. Senturia (b) 3519 East Spruce Street, Seattle, Washington 98122 (c) Homemaker (d) No (e) No (f) U.S.A. (a) Bruce C. Baird (b) 331 Lincoln Parkway, Buffalo, New York 14216 (c) President, Belmont Management Co., Inc. 215 Broadway, Buffalo, New York 14204 (d) No (e) No (f) U.S.A. (a) Bridget B. Baird (b) 28 Old Mill Road, Quaker Hill, Connecticut 06375 (c) Professor, Connecticut College, New London, Connecticut (d) No (e) No (f) U.S.A. (a) Brian D. Baird (b) 300 Woodbridge Avenue, Buffalo, New York 14214 (c) Attorney at Law, Kavinoky & Cook, 120 Delaware Avenue, Buffalo, New York 14202 (d) No (e) No (f) U.S.A. (a) Peter C. Clauson (b) 1079 Sunrise Ridge, Lafayette, CA 94549 (c) Teacher, Lafayette, California (d) No (e) No (f) U.S.A. (5) FIRST CAROLINA INVESTORS, INC. First Carolina Investors, Inc. ("FCI") is executing and submitting information in this Schedule 13D with respect to its holdings of the Shares of the Issuer because Brent D. Baird, Chairman and a director of FCI, and Bruce C. Baird, a director of FCI, are brothers and their ownership of FCI common stock, when aggregated with the beneficial interests in FCI common stock of their spouses, children, parent, siblings, and various corporations, trusts and other entities associated with the Baird family aggregates approximately 52.9% of the outstanding common stock of FCI. FCI denies that, with respect to the Shares of the Issuer, FCI constitutes a "group" with any of the various Baird family persons and entities (collectively, "Bairds") or that it has any agreement or understanding with the Bairds to act in concert with respect to acquisition, disposition, voting or other matters relating to the Issuer or the Shares. FCI and the Bairds have placed orders to purchase the Shares of the Issuer through Brent D. Baird, who is a registered securities broker, and they may place future orders to purchase or sell the Shares through Mr. Baird, but any decision by FCI to purchase or sell the Shares of the Issuer will be made independently of any decision made by any of the Bairds with respect to any purchase or sale for their respective accounts. State of organization: Delaware Principal Business: Closed-end non-diversified management investment company Address: 1130 East 3rd St., Suite 410, Charlotte, North Carolina 28204 Directors: H. Thomas Webb, III Brent D. Baird Bruce C. Baird Patrick W.E. Hodgson Theodore E. Dann, Jr. Officers: H. Thomas Webb, III - President Brent D. Baird - Chairman of the Board Bruce C. Baird - Vice President Secretary Treasurer Cynthia Raby - Assistant Secretary (d) No (e) No Information on Individual Directors and Officers pursuant to Instruction C: (a) H. Thomas Webb, III (b) 535 Hungerford Place Charlotte, NC 28207 (c) President of First Carolina Investors, Inc. (d) No (e) No (f) U.S.A. (a) Brent D. Baird (b) 17 Tudor Place, Buffalo, New York 14222 (c) Private Investor, 1350 One M&T Plaza, Buffalo, New York 14203 (d) No (e) No (f) U.S.A. (a) Bruce C. Baird (b) 331 Lincoln Parkway, Buffalo, New York 14216 (c) President, Belmont Management Co., Inc. 215 Broadway, Buffalo, New York 14204 (d) No (e) No (f) U.S.A. (a) Patrick W.E. Hodgson (b) 60 Bedford Road, Toronto, Ontario M5R 2K2 (c) Chairman, T-W Truck Equippers, Inc. (distributors of truck equipment), 590 Elk Street, Buffalo, New York 14210 (d) No (e) No (f) Canada (a) Theodore E. Dann, Jr. (b) 540 Mill Road, East Aurora, New York 14052 (c) Vice President, Director and Corporate Attorney, Ferro Alloy Services, Inc., Suite 463, Carborundum Center, Niagara Falls, New York 14303 (d) No (e) No (f) U.S.A. (a) Cynthia Raby (b) 1130 East 3rd St., Suite 410, Charlotte, North Carolina 28204 (c) Assistant Secretary of First Carolina Investors, Inc. (d) No (e) No (f) U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS. The source of funds used by the Reporting Persons are personal funds of each such person with respect to the purchases of such person, except the source of funds used for purchases by Aries Hill Corp., The Cameron Baird Foundation, and First Carolina Investors, Inc. was working capital of such organizations with respect to the purchases by each such organization. The Reporting Persons did not borrow any funds to acquire their respective shares. The following table shows the amounts of funds paid for the Shares by the Reporting Persons. The following table does not include brokerage commissions. Aries Hill Corp. $198,435 Bruce C. Baird 317,969 Bridget B. Baird, 561,806 as Successor Trustee The Cameron Baird 2,188,180 Foundation First Carolina 5,412,757 Investors, Inc. ITEM 4. PURPOSE OF TRANSACTION. The Shares have been acquired by the Reporting Persons for investment purposes. The Reporting Persons intend to continue to evaluate their respective investments in the Shares. Each of the Reporting Persons may make additional purchases or may sell the Shares in open market or in private negotiated transactions. Any such purchase or sale will depend upon their evaluation of their respective investments, upon the amounts and prices of available Shares, and upon other relevant circumstances. The Reporting Persons do not have any present plans or proposals which relate to or would result in: (a) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (b) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (d) Any material change in the present capitalization or dividend policy of the Issuer; (e) Any other material change in the Issuer's business or corporate structure; (f) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (g) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (i) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Persons hereby report beneficial ownership, in the manner hereinafter described, of 2,108,000 shares of the Issuer:
Percentage of Number Of Outstanding Shares Held in the Name of Shares Security (1) Aries Hill Corp. 50,000 0.122% Bruce C. Baird (2) 137,500 0.335% Bridget B. Baird, 164,100 0.400% as Successor Trustee (3) The Cameron Baird 460,000 1.121% Foundation First Carolina Investors, 1,296,400 3.158% Inc. ______ _____ TOTAL 2,108,000 5.136%
(1) The foregoing percentages assume that the number of Shares of the Issuer outstanding is 41,045,774 Shares (as reported in the Issuer's Form 10-Q for the quarterly period ended September 30, 2000 as of September 30, 2000). (2) 97,500 of such Shares are held by Bruce C. Baird individually, and 40,000 of such Shares are held by Bruce C. Baird's individual retirement account. (3) Jane D. Baird is the income beneficiary and the issue of Jane D. Baird are the remainder beneficiaries under a trust agreement dated 12/23/38. (b) For each person named in paragraph (a), that person has sole voting and sole dispositive power over the Shares enumerated in paragraph (a). (c) The following purchases of the Shares were effected during the past sixty days:
Price/Share (in Dollars Commissions Purchase In Number not Transaction Made The Name Of Date of included) Through Shares Bridget B. 12/5/00 10,000 2 3/8 First Clearing Corp. Baird, as 12/6/00 10,000 2 3/8 First Clearing Corp. Successor 12/11/00 16,400 2 5/16 First Clearing Corp. Trustee 12/12/00 17,600 2 5/16 First Clearing Corp. 12/13/00 2,100 2 5/16 First Clearing Corp. 12/13/00 10,000 2 3/8 First Clearing Corp. 12/15/00 9,800 2 3/8 First Clearing Corp. 12/18/00 3,300 2 7/16 First Clearing Corp. 12/18/00 9,900 2 1/2 First Clearing Corp.
(d) Not applicable (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. not applicable ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. not applicable SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. DATED this 20th day of December, 2000. ARIES HILL CORP. By: s/ Brian D. Baird Brian D. Baird, Secretary Bruce C. Baird; and Bridget B. Baird, as Successor Trustee By: s/Brian D. Baird Brian D. Baird, as Attorney-in-fact The Cameron Baird Foundation By: s/Brian D. Baird Brian D. Baird, Trustee First Carolina Investors, Inc. By: s/Brent D. Baird Brent D. Baird, Chairman -----END PRIVACY-ENHANCED MESSAGE-----