METROPOLIS REALTY TRUST INC
8-K, 1999-10-01
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of Earliest Event Reported) September 24, 1999
                                                        ------------------


                          Metropolis Realty Trust, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


Maryland                  0-218491                      13-3910684
- --------------------------------------------------------------------------------
(State or Other          (Commission              (I.R.S. Employer
Jurisdiction of         File Number)                Identification
Incorporation)                                                No.)





          c/o Victor Capital Group, L.P., 605 Third Avenue, 26th Floor,
                            New York, New York 10016
- --------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



       (Registrant's Telephone Number, Including Area Code) (212) 655-0220
                                                            --------------


- --------------------------------------------------------------------------------
         (Former Name or Former Address, If Changed Since Last Report.)






<PAGE>



ITEM 5.      Other Events.

                   Metropolis Realty Trust, Inc. ("Registrant"), is filing this
Current Report on Form 8-K in connection with the filing of a press release on
September 24, 1999.

ITEM 7.      Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits.

Exhibit    Description
- -------    -----------

99.1       Press Release, dated September 24, 1999.




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<PAGE>



                                   SIGNATURES

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                            METROPOLIS REALTY TRUST, INC.
                                  (Registrant)


Date: September 30, 1999
                             By:                  /s/ Lee S. Neibart
                                     ------------------------------------------
                                     Name:        Lee S. Neibart
                                     Title:       President and Director


Date: September 30, 1999
                             By:                  /s/ Stuart Koenig
                                     ------------------------------------------
                                     Name:        Stuart Koenig
                                     Title:       Vice President and Treasurer




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<PAGE>



EXHIBIT INDEX


Exhibit    Description
- -------    -----------

99.1       Press Release, dated September 24, 1999.




                                        4

<PAGE>



                                  Exhibit 99.1




                                        5

<PAGE>


FOR IMMEDIATE RELEASE
- ---------------------

                                Contact:         Mr. John Klopp
                                                 605 Third Avenue
                                                 28th Floor
                                                 New York, NY 10158
                                                 (212) 655-0220


            METROPOLIS REALTY TRUST, INC. ANNOUNCES AGREEMENT TO SELL
                            237 PARK AVENUE PROPERTY

                        THIRD QUARTER DIVIDEND ANNOUNCED

New York, New York (September 24, 1999) -- METROPOLIS REALTY TRUST, INC. today
announced  that it has entered into an agreement to sell all of its interests in
237 Park Avenue to a private investor. The closing of the sale is subject to due
diligence and other  customary  closing  conditions.  The Board of Directors has
approved the sale, and stockholders representing more than the requisite 66 2/3%
of the  Company's  outstanding  common stock have agreed to vote in favor of the
sale.  The sale is expected to close during the fourth  quarter,  although there
can be no assurance that the sale will be consummated.

237 Park  Avenue  is a  21-story  class A  office  building  with  approximately
1,200,000  rentable  square feet of space.  The building,  centrally  located in
midtown  Manhattan,  is situated  off one of New York  City's  most  prestigious
thoroughfares  and is  within  close  proximity  to  Grand  Central  Station,  a
transportation  hub. The property  serves as the corporate  headquarters  for J.
Walter Thompson Company,  a major advertising  company,  and Credit Suisse Asset
Management,  a financial  services  organization.  The property is currently 98%
leased.

Upon consummation of the sale, METROPOLIS will continue to own substantially all
of its  interests in another New York City office  building,  1290 Avenue of the
Americas.

METROPOLIS  also  announced its regular  quarterly  dividend of $0.50 per share,
payable on October 15, 1999 to stockholders of record on September 30,1999.

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.


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