First Union Announces Change in Control.CLEVELAND--(BUSINESS WIRE)--May 28, 1998--First Union Real Estate Investments (NYSE NYSE See: New York Stock Exchange :FUR) today announced that as a result of the certification of the vote of the Trust's 1998 annual meeting, a change in control of the company has officially occurred. The certified results indicated that beneficiaries of the Trust have voted in favor of proposals by Gotham Partners, L.P., by a margin of more than three to one. Gotham also had submitted nine nominees to fill the six new seats plus the three Class II seats that were up for election. In its proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. , Gotham had urged the existing Trustees to approve the Gotham nominees or their election. Such an action would have resulted in avoidance of a technical change in control. The existing Trustees declined to do so, and consequently, the certification of the vote results in a change of control. The change in control gives certain lenders and other parties the right, at their option, to accelerate repayment of obligations in excess of $120 million, including the Trust's revolving credit agreement Revolving credit agreement A legal commitment in which a bank promises to lend a customer up to a specified maximum amount during a specified period. revolving credit agreement See line of credit. and an obligation associated with the acquisition of Imperial Parking Limited. Furthermore, the right to accelerate will be extended to include the Trust's 8 7/8 percent Senior Notes and other debt instruments if other subsequent events occur, including a debt rating downgrade. Under the Trust's 1994 Incentive Plan, the change in control causes the vesting of certain stock options and the lifting of restrictions on past stock awards. It also triggers change-in-control provisions under certain employment agreements. Steven M. Edelman, interim chief executive officer, commented, "This event has been anticipated and we have scheduled meetings with all appropriate parties to review the current situation. New members of First Union's Board of Trustees board of trustees Politics The posse of thugs who oversee an institution's administration. See Board of directors. , including Bill Ackman, will be directly involved in these discussions. We believe that once the lenders understand First Union's new strategic direction and near-term plans no acceleration of any significant obligations will occur." First Union Real Estate Investments is a real estate investment trust (REIT REIT See: Real Estate Investment Trust REIT See real estate investment trust (REIT). ) headquartered in Cleveland, Ohio "Cleveland" redirects here. For the Cleveland metropolitan area, see . For other uses, see Cleveland (disambiguation). Cleveland is a city in the U.S. state of Ohio and the county seat of Cuyahoga County, the most populous county in the state. , and traded on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. .
CONTACT: First Union Real Estate Investments
Thomas T. Kmiecik, 216/781-4030
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