Filed by Metropolis Realty Holdings LLC pursuant to Rule 425
under the Securities Act of 1933
Subject Companies: Metropolis Realty Holdings LLC
Commission File Number: 333-89142
Metropolis Realty Trust, Inc.
Commission File Number: 0-21849
The stockholders of Metropolis Realty Trust, Inc. (who, following the merger and
sale transaction described below, will be members of Metropolis Realty Holdings
LLC, a Delaware limited liability company) are urged to read the documents
relevant to the sale transaction described in this announcement that will be
filed with the U.S. Securities and Exchange Commission. These documents contain
important information about the sale transaction and the limited liability
company units to be issued to stockholders of Metropolis Realty Trust, Inc. in
connection with a merger of Metropolis Realty Trust, Inc. with a wholly-owned
subsidiary to be consummated in order to facilitate the sale transaction. After
these documents are filed, you can obtain the relevant documents that are filed
with the Securities and Exchange Commission for free on the Securities and
Exchange Commission's web site at http://www.sec.gov.
If you write or call us, we will send you for free, when available, the
information statement/prospectus that we filed in connection with the
registration of the limited liability company units to be issued in connection
with the merger and the sale transaction.
You can contact either Metropolis Realty Trust, Inc. or Metropolis Realty
Holdings LLC at (212) 655-0220 or you can write to us at: (x) Metropolis Realty
Trust, Inc. c/o Capital Trust, Inc., 410 Park Avenue, 14th Floor, New York, New
York, 10022; and (y) Metropolis Realty Holdings LLC, c/o Capital Trust, Inc.,
410 Park Avenue, 14th Floor, New York, New York, 10022.
METROPOLIS REALTY TRUST, INC.
ANNOUNCES AMENDMENT TO AGREEMENT TO SELL
1290 AVENUE OF THE AMERICAS PROPERTY
TO JAMESTOWN
New York, New York (May 7, 2002) - METROPOLIS REALTY TRUST, INC. today announced
that it has entered into a definitive amended and restated agreement to sell all
of its interests in 1290 Avenue of the Americas to an affiliate of Jamestown.
The purchase price under the agreement is $745.5 million, subject to certain
adjustments and customary prorations.
1
Jamestown is a real estate investment and management company with offices in
Atlanta and Cologne, Germany. Its holdings in New York City exceed $1 billion
dollars in value. The consummation of the sale is subject to customary closing
conditions. The transaction is expected to close during the second or third
quarter, although there can be no assurance that the sale will be consummated.
If the transaction is consummated, Metropolis will no longer own any real estate
assets and intends to dissolve and distribute its net assets to its
stockholders.
1290 Avenue of the Americas is a 43-story, first class commercial office
building with approximately 2,000,000 rentable square feet of space. The
building is centrally located in midtown Manhattan and is connected to the famed
"Rockefeller Center" complex via an underground passageway. The building serves
as the corporate headquarters of The Equitable Life Assurance Society of the
United States (an affiliate of AXA Financial Advisors) ("Equitable"). In
addition to Equitable, the building houses a variety of tenants, including
financial institutions, entertainment companies and law firms.
Metropolis is a Maryland corporation that qualifies as a real estate investment
trust for tax purposes.
Note: Statements in this press release which are not strictly historical are
"forward-looking" statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks, which may cause the
company's actual results in the future to differ materially from expected
results.
2