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 members of Metropolis Realty Holdings LLC, a Delaware limited liability
company and the successor entity to Metropolis Realty Trust, Inc., a Maryland
corporation, are urged to read the documents relevant to the sale transaction
described in this announcement that have been filed with the U.S. Securities and
Exchange Commission. 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 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 SALE OF
1290 AVENUE OF THE AMERICAS PROPERTY AND METROPOLIS REALTY
HOLDINGS LLC ANNOUNCES DIVIDEND
New York, New York (September 10, 2002) - METROPOLIS REALTY TRUST, INC. today
announced that it has completed the sale of all of its interests in 1290 Avenue
of the Americas to an affiliate of Jamestown for a purchase price of $745.5
million, subject to certain adjustments and customary prorations. Metropolis
Trust no longer owns any real estate assets.
Jamestown is a real estate investment and management company with offices in
Atlanta and Cologne, Germany. Following the sale transaction, Jamestown's
holdings in New York City are approximately $1.75 billion dollars in value.
METROPOLIS REALTY HOLDINGS LLC announced today that its board of managers
declared a special dividend of $23.00 per limited liability company unit to its
members of record as of the close of business on September 10, 2002. The special
dividend represents the net proceeds from the Jamestown sale transaction and is
payable to Metropolis Holdings' members upon their delivery to Metropolis
Holdings of a duly executed letter of transmittal and their Metropolis Trust
stock certificates, but in no event later than October 8, 2002.
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.
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Metropolis Trust is a Maryland corporation that qualifies as a real estate
investment trust for tax purposes. Metropolis Holdings is a Delaware limited
liability company and a 99.9% stockholder of Metropolis Trust. Metropolis
Holdings' largest holder is Apollo Real Estate Investment Fund, L.P., which owns
approximately 38% of Metropolis Holdings' outstanding limited liability company
units.
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.
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