SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
METROPOLIS REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland 13-3910684
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
885 Third Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 593-5400
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $10.00 per share
(Title of class)
Class B Common Stock, par value $10.00 per share
(Title of class)
Class C Common Stock, par value $10.00 per share
(Title of class)
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EXPLANATORY NOTE:
This Amendment No. 1 to Registration Statement in Form 10/A is being filed to
include the Registrant's Financial Data Schedule, previously omitted from the
Registrant's Registration Statement in Form 10 (File No. 000-21849) filed with
the Commission on December 9, 1996
15. Financial Statements and Exhibits.
Enclosed herewith is the Financial Data Schedule of Metropolis Realty Trust,
Inc. pursuant to Rule 601(c) of Regulation S-T.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
METROPOLIS REALTY TRUST, INC.
Date: December 20, 1996 By: /s/ Lee S. Neibart
Name: Lee S. Neibart
Title: President
S-1
C/M: 11764.0009 421963.11
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Exhibit Index
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*2.1 Second Amended Joint Plan of Reorganization of 237 Park Avenue Associates, L.L.C. and 1290
Associates, L.L.C.
*2.2 Technical Amendment to Second Amended Joint Plan of Reorganization of 237 Park Avenue
Associates, L.L.C. and 1290 Associates, L.L.C.
*2.3 Second Technical Amendment to Second Amended Joint Plan of Reorganization of 237 Park
Avenue Associates, L.L.C. and 1290 Associates, L.L.C.
*3.1 Articles of Amendment and Restatement of Metropolis Realty, Trust, Inc., dated October 7,
1996.
*3.2 Amended and Restated By-Laws of Metropolis Realty Trust, Inc.
*10.1 Agreement and Plan of Merger among 1290 Associates, L.L.C., 237 Park Avenue Associates,
L.L.C. and 237/1290 Upper Tier Associates, L.P., as of October 10, 1996.
*10.2 Limited Partnership Agreement of 237 Park Partners, L.P.
*10.3 Limited Partnership Agreement of 1290 Partners, L.P.
*10.4 Agreement of Limited Partnership of 237/1290 Lower Tier Associates, L.P.
*10.5 Amended and Restated Limited Partnership Agreement of 237/1290 Upper Tier Associates, L.P.
*10.6 Redemption and Substitution Agreement among JMB/NYC Office
Building Associates, L.P., O&Y Equity Company, L.P., O&Y NY
Building Corp., 237/1290 Upper Tier GP Corp., and 237/1290 Upper
Tier Associates, L.P., dated October 10, 1996.
*10.7 Metropolis Realty Trust, Inc. 1996 Directors' Stock Plan.
*10.8 Form of Metropolis Realty Trust, Inc. Stock Option Agreement for Directors.
*10.9 Form of Indemnification Agreement, dated as of October 10, 1996.
*10.10 Registration Rights Agreement, dated as of October 10, 1996.
*10.11 Participation Agreement (JMB Notes) between Metropolis Realty Trust, Inc. and Michigan
Avenue L.L.C., dated as of October 10, 1996.
*10.12 Indemnification Agreement given by Property Partners, L.P., Carlyle-XIII Associates, L.P., and
Carlyle-XIV Associates, L.P. to Metropolis Realty Trust, Inc., dated as of October 10, 1996.
*10.13 Modification of Operating Agreement of 237 Park Avenue Associates, L.L.C., dated as of
October 10, 1996.
*10.14 Noteholders Contribution and Participation Agreement between Metropolis Realty Trust, Inc.
and Bankers Trust Company, dated as of October 10, 1996.
*10.15 Debt Contribution Agreement, dated as of October 10, 1996, among
Metropolis Realty Trust, Inc., 237/1290 Lower Tier Associates,
L.P., 237 Park Partners, L.P., and 1290 Partners, L.P.
*10.16 Debt Assumption, Release and Security Agreement (237 Excess amount) dated October 10,
1996.
C/M: 11764.0009 421963.11
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*10.17 Debt Assumption, Release and Security Agreement (1290 Excess amount) dated October 10,
1996.
*10.18 Release of Assumed Debt and Termination of Security Interest by
Bankers Trust Company for the benefit of O&Y NY Building Corp. and
O&Y Equity Company, L.P., dated as of October 10, 1996.
*10.19 237 Property Contribution Agreement between 237/1290 Upper Tier Associates, L.P., 237/1290
Lower Tier Associates, L.P. and 237 Park Partners, L.P. dated as of October 10, 1996.
*10.20 1290 Property Contribution Agreement among 237/1290 Upper Tier Associates, L.P., 237/1290
Lower Tier Associates, L.P. and 1290 Partners, L.P. dated as of October 10, 1996.
*10.21 Credit Agreement among 1290 Partners, L.P., 237 Park Partners,
L.P., the lenders listed herein and the Chase Manhattan Bank,
dated as of October 10, 1996.
*10.22 Consolidated, Amended and Restated Promissory Note in the amount of $420,000,000 from
1290 Partners, L.P., and 237 Park Partners, L.P. to Chase Manhattan Bank, dated October 10,
1996.
*10.23 Mortgage Modification, Restatement and Security Agreement from
1290 Partners, L.P., and 237 Park Partners, L.P., to the Chase
Manhattan Bank, dated as of October 10, 1996.
*10.24 Master Agreement among the Chase Manhattan Bank, 1290 Partners, L.P. and 237 Park
Partners, L.P., dated as of October 10, 1996.
*10.25 Schedule to the Master Agreement between The Chase Manhattan Bank and 1290 Partners, L.P.
and 237 Park Partners, L.P., dated as of October 10, 1996.
*10.26 Interest Rate Agreement Pledge, and Security Agreement among 1290
Partners, L.P., 237 Park Partners, L.P., and the Chase Manhattan
Bank, dated as of October 10, 1996.
*10.27 Assignment of Leases, Rents and Security Deposits, dated October 10, 1996, by 1290 Partners,
L.P. and 237 Park Partners L.P. to the Chase Manhattan Bank.
*10.28 Note Pledge and Security Agreement among 1290 Partners, L.P., 237 Park Partners, L.P. and
the Chase Manhattan Bank, dated as of October 10, 1996.
*10.29 Consent and Subordination of Property Management Agreement, dated as of October 10, 1996.
*10.30 Cash and Collateral Account Security, Pledge and Assignment
Agreement among 1290 Partners, L.P., 237 park partners, L.P., and
the Chase Manhattan Bank, dated as of October 10, 1996.
*10.31 Management and Leasing Agreement between 237 Park Partners, L.P. and Tishman Speyer
Properties, L.P.
*10.32 Management and Leasing Agreement between 1290 Partners, L.P. and Tishman Speyer
Properties, L.P.
*10.33 Asset Management Agreement between Metropolis Realty Trust, Inc. and 970 Management,
L.L.C., dated as of October 10, 1996.
27.1 Financial Data Schedule.
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* Filed as an exhibit to the Registrant's Registration Statement on Form 10
(File No. 000-21849) filed with the Commission on December 9, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial
information extracted from the Consolidated
Balance Sheet as of October 10, 1996 and the
Combined Statements of Revenues and Certain
Expenses for the period January 1 to October 10,
1996 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0001028198
<NAME> Metropolis Realty Trust, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> OCT-10-1996
<EXCHANGE-RATE> 1
<CASH> 61,486
<SECURITIES> 0
<RECEIVABLES> 15,154
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 656,945
<DEPRECIATION> 0
<TOTAL-ASSETS> 762,320
<CURRENT-LIABILITIES> 21,767
<BONDS> 0
0
0
<COMMON> 129,620
<OTHER-SE> 190,380
<TOTAL-LIABILITY-AND-EQUITY> 762,320
<SALES> 90,993
<TOTAL-REVENUES> 91,403
<CGS> 0
<TOTAL-COSTS> 37,162
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 54,241
<INCOME-TAX> 0
<INCOME-CONTINUING> 54,241
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54,241
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
