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Metropolis Realty Holdings LLC – ‘425’ on 7/10/02 re: Metropolis Realty Trust Inc

On:  Wednesday, 7/10/02, at 4:28pm ET   ·   Accession #:  921530-2-389   ·   File #:  0-21849

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/10/02  Metropolis Realty Holdings LLC    425                    1:6K   Metropolis Realty Trust Inc       Akin Gump Strauss H… LLP

Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication         2      9K 

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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
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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

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:7/10/02
5/7/0218-K
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Filing Submission 0000921530-02-000389   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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