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 25, 2002

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

            FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
                ADJOURNS MEETING WITHOUT VOTE ON PROPOSED MERGER

FOR IMMEDIATE RELEASE - November 25, 2002 - First Union Real Estate Equity and
Mortgage Investments (NYSE: FUR) announced today that the special meeting of
common shareholders of First Union was convened and a quorum certified; however,
the meeting was adjourned without taking a vote on the approval of the proposed
merger of First Union with and into Gotham Golf Corp. The meeting was adjourned
until 9:00 a.m. local time on Wednesday, November 27, 2002 at The New York
Helmsley Hotel, New York, New York. The vote was not taken at the meeting today
in accordance with a November 21 ruling of the New York Supreme Court of New
York County granting motions for preliminary injunction and expedited disclosure
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"). The court has scheduled a hearing on November 26 to consider the
extent and duration of any continuation of the injunction with respect to the
proposed transaction.

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 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.

The closing of the proposed merger transaction is scheduled to occur on December
12, 2002. The Company indicated that it plans to oppose any attempts by the
plaintiff to





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delay or otherwise 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.

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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 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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