METROPOLIS REALTY TRUST INC
8-K, 1999-12-14
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) December 13, 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.)




<TABLE>

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



       (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
December 13, 1999.

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

(c)  Exhibits.

Exhibit       Description
99.1          Press Release, dated December 13, 1999.




                                        2

<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:  December 14, 1999
                                        By:         /s/ Lee S. Neibart
                                           -------------------------------------
                                           Name:   Lee S. Neibart
                                           Title:  President and Director


Date:  December 14, 1999
                                        By:         /s/ Stuart Koenig
                                           -------------------------------------
                                           Name:   Stuart Koenig
                                           Title:  Vice President and Treasurer




                                        3

<PAGE>



EXHIBIT INDEX


Exhibit    Description
99.1       Press Release, dated December 13, 1999.



                                        4

<PAGE>



                                  Exhibit 99.1




<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
         REFINANCING OF 1290 AVENUE OF THE AMERICAS AND SPECIAL DIVIDEND


New York, New York (December 13, 1999) -- METROPOLIS REALTY TRUST, INC.
announced  today that it has  completed a  $425,000,000  financing  with General
Electric Capital Corporation secured by 1290 Avenue of the Americas.  Metropolis
also  announced  that its Board of Directors has declared a special  dividend of
$15.00 per share,  payable on December  27, 1999 to  stockholders  of records on
December 23, 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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