UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Metropolis Realty Trust, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class B Common Stock, par value $10.00 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
591730 20 5
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(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
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CUSIP No. 591730 20 5 SCHEDULE 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Real Estate Investment Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
2 5 SOLE VOTING POWER
4,936,060
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 4,936,060
PERSON WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,936,060
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
100%; 38.1% of the aggregate outstanding shares of the
Company's Class A Common Stock, par value $10.00 per share, Class B
Common Stock, par value $10.00 per share and Class C Common Stock,
par value $10.00 per share.
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
CUSIP No. 591730 20 5 SCHEDULE 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Real Estate Advisors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
2 5 SOLE VOTING POWER
4,936,060
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 4,936,060
PERSON WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,936,060
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
100%; 38.1% of the aggregate outstanding shares of the
Company's Class A Common Stock, par value $10.00 per share, Class B
Common Stock, par value $10.00 per share and Class C Common Stock,
par value $10.00 per share.
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 591730 20 5 SCHEDULE 13G
Item 1(a). Name of Issuer:
Metropolis Realty Trust, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
c/o Victor Capital Group
605 Third Avenue, 26th Floor
New York, New York 10016
Item 2(a). Name of Person Filing:
This Statement is filed jointly by Apollo Real Estate
Investment Fund, L.P., a Delaware limited partnership
("AREIF"), and Apollo Real Estate Advisors, L.P., a Delaware
limited partnership ("AREA"). AREA is the managing general
partner of AREIF. AREIF and AREA are sometimes collectively
referred to herein as the "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if none, Residence:
The address of AREIF's principal business office is c/o Apollo
Real Estate Advisors, L.P., Two Manhattanville Road, Purchase,
New York 10577.
The address of AREA's principal business office is Two
Manhattanville Road, Purchase, New York 10577.
Item 2(c). Citizenship:
U.S.
Item 2(d). Title of Class of Securities:
Class B Common Stock, par value $10.00 per share
Item 2(e). CUSIP Number:
591730 20 5
Item 3. Type of Reporting Person Filing Pursuant to Rule 13d-1(b)
or 13d-2(b):
Not Applicable.
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CUSIP No. 591730 20 5 SCHEDULE 13G
Item 4. Ownership:
(a) Amount Beneficially Owned as of December 31, 1997:
4,936,060 shares of Class B Common Stock, par value
$10.00 per share
(b) Percent of Class:
100%; 38.1% of the aggregate outstanding
shares of the Company's Class A Common
Stock, par value $10.00 per share, Class B
Common Stock, par value $10.00 per share and
Class C Common Stock, par value $10.00 per
share.
(c) Number of shares as to which the Reporting Person has:
(i) sole power to vote or to direct the vote 4,936,060
---------
(ii) shared power to vote or to direct the vote 0
---
(iii) sole power to dispose or to direct the disposition
of 4,936,060
---------
(iv) shared power to dispose or to direct the disposition
of 0
---
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reporting on By the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
Not Applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 12, 1998
Apollo Real Estate Investment Fund, L.P.
By: Apollo Real Estate Advisors, L.P., its
general partner
By: Apollo Real Estate Management, Inc.,
its general partner
By:/s/Stuart Koenig
------------------------------
Name: Stuart Koenig
Title: Vice President
Apollo Real Estate Advisors, L.P.
By: Apollo Real Estate Management, Inc.,
its general partner
By:/s/Stuart Koenig
------------------------------
Name: Stuart Koenig
Title: Vice President
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