Pursuant to Rule 425 under the Securities Act of
                                   1933 and deemed filed pursuant to Rule 14a-12
                                       under the Securities Exchange Act of 1934

       Subject Company:  First Union Real Estate Equity and Mortgage Investments
                                                  Commission File No. 001-006249

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          THE FOLLOWING IS A PRESS RELEASE ISSUED BY FIRST UNION REAL
          ESTATE EQUITY AND MORTGAGE INVESTMENTS ON NOVEMBER 22, 2002

                                   * * * *

Contact:    First Union Real Estate Equity and Mortgage Investments
            Neil Koenig, Interim Chief Financial Officer
            (212) 949-1373

                 NEW YORK COURT GRANTS PREFERRED HOLDER HEARING
                    ON ALLEGATIONS REGARDING PROPOSED MERGER

FOR IMMEDIATE RELEASE - November 22, 2002 - First Union Real Estate Equity and
Mortgage Investments (NYSE: FUR) announced today that the New York Supreme Court
of New York County granted motions for preliminary injunction and expedited
discovery filed by a purported holder of shares of First Union's Series A
Cumulative Convertible Redeemable Preferred Stock, $25.00 par value (the
"Preferred Shares") in connection with the proposed merger of First Union with
and into Gotham Golf Corp. The court has scheduled a hearing on Tuesday,
November 26 to determine whether to grant further relief to plaintiff with
respect to the proposed transaction. The special meeting of common shareholders
of First Union will be convened as scheduled on Monday, November 25, with the
vote on the proposed merger transaction delayed and the meeting adjourned until
such time as determined by First Union's Board of Trustees, subject to further
court proceedings. The closing of the proposed merger transaction is scheduled
to occur on December 12, 2002.

The plaintiff in the case, George Kimeldorf, filed a lawsuit in April 2002,
seeking the court's certification of the lawsuit as a class action and
certifying Mr. Kimeldorf as a representative of the class. Named as defendants
in the lawsuit were First Union, its five current trustees and Gotham Partners,
L.P. First Carolina Investors, a holder of Preferred Shares, recently filed a
separate lawsuit in the New York Supreme Court for New York County.

The proposed merger transaction is subject to, among other conditions, the
approval of the common shareholders of First Union and the absence of any
applicable court injunction. Materials with respect to the merger approval have
been filed with the Securities and Exchange Commission and were sent to the
First Union shareholders in


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early November.  In the proposed merger  transaction,  holders of Preferred
Shares would receive preferred shares of Gotham Golf Corp, as provided for under
the terms of the Preferred  Shares.  There are  approximately  984,800 Preferred
Shares outstanding.

The Company indicated that it plans to vigorously defend against the allegations
made in the lawsuits and will oppose any attempts by the plaintiffs to delay or
interfere with the scheduled closing of the proposed merger transaction.

INVESTORS AND SECURITY HOLDERS SHOULD READ THE DEFINITIVE MERGER AGREEMENT AND
THE REGISTRATION STATEMENT ON FORM S-4, AS AMENDED, OF GOTHAM GOLF AND SOUTHWEST
SHOPPING CENTERS CO. II, LLC ("SSCC") FILED ON OCTOBER 31, 2002, TO APPRISE
THEMSELVES OF THE PROPOSED TRANSACTION. IN ADDITION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/FINAL PROSPECTUS
REGARDING THE PROPOSED TRANSACTION REFERENCED IN THE FOREGOING BECAUSE IT
CONTAINS IMPORTANT INFORMATION. The definitive proxy statement/final prospectus
has been filed with the Securities and Exchange Commission by First Union,
Gotham Golf and SSCC and was mailed to First Union's shareholders on or about
November 6, 2002. Investors and security holders may obtain a free copy of the
definitive proxy statement/final prospectus and other documents filed by First
Union, Gotham Golf and SSCC with the Securities and Exchange Commission at the
Commission's website at www.sec.gov. The definitive proxy statement/final
prospectus and these other documents may also be obtained for free from First
Union.

The definitive proxy statement/final prospectus filed on October 31, 2002 may be
found at the Commission's website under the listings for either Gotham Golf
Corp. or Southwest Shopping Centers Co. II, L.L.C.

Certain statements contained in this news release that are forward-looking are
based on current expectations that are subject to a number of uncertainties and
risks, and actual results may differ materially. The uncertainties and risks
include, but are not limited to, changes in market activity, changes in local
real estate conditions and markets, actions by competitors, interest rate
movements and general economic conditions. Further information about these
matters can be found in the information included in the Annual Report filed by
First Union with the SEC on Form 10-K, as amended, for its fiscal year ended
December 31, 2001.

First Union Real Estate Equity and Mortgage Investments is a NYSE-listed
stapled-stock real estate investment trust (REIT) headquartered in New York, New
York.

                                   * * * *

Collectively, as of September 30, 2002, the trustees and executive officers of
First Union beneficially owned 8,256,278 First Union common shares, representing
approximately 23.7% of the outstanding common shares of First Union. First Union
and its respective



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trustees, directors, partners, executive officers and certain
other related persons and employees may be soliciting or deemed to be soliciting
proxies from First Union shareholders in favor of the proposed transaction.
Shareholders of First Union may obtain additional information regarding the
related persons and their interests by reading the definitive proxy
statement/prospectus.





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