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: December 9, 1996
METROPOLITAN REALTY CORPORATION
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(Exact name of registrant as specified in its charter)
Michigan 1-9450 38-2724893
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
535 Griswold, Suite 748
Detroit, Michigan 48226
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(Address of principal executive offices) (Zip Code)
(313) 961-5552
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
A special meeting of the shareholders of Metropolitan Realty
Corporation, a Michigan corporation ("MRC") was held on December 6, 1996 at
10:00 a.m. at the Renaissance Conference Center, 300 Renaissance Center, L-2,
Detroit, Michigan (the "Meeting") to consider and vote upon the approval and
adoption of the Agreement and Plan of Dissolution and Restructuring (the
"Restructuring Agreement") dated as of September 24, 1996 between MRC and
Metropolitan Realty Company, L.L.C., a Delaware limited liability company
("MRC, LLC") and the transactions contemplated thereby (the "Restructuring"),
including:
(a) the transfer of the assets of MRC to, and the assumption of the
liabilities of MRC by, MRC, LLC in exchange for its Class A
Membership Interests; and
(b) the dissolution of MRC, and the distribution of the Class A
Membership Interests to MRC's shareholders who own 50,000
shares or more of Common Stock beneficially or of record on
October 9, 1996 (the "Record Date ") (the "Majority
Shareholders") in liquidation; and
(c) the cash payment, as of September 30, 1995, of $9.03 per share
to the holders, beneficially or of record, of fewer than 50,000
shares of MRC Common Stock on the Record Date (the "Minority
Shareholders") in lieu of the distribution of the Class A
Membership Interests, without any interest thereon.
The Board of Directors fixed the close of business on October 9, 1996
as the record date for the determination of shareholders entitled to vote at
the Meeting or any adjournment thereof. There were 4,532,169 shares of MRC's
Common Stock issued and outstanding on that date.
There were 2,646,738 shares present at the Meeting (58.399% of the
issued and outstanding shares of Common Stock), represented by 18 proxies.
This constituted a quorum. These shares were voted as follows with respect to
the approval and adoption of the Restructuring Agreement:
Number of Shares
For 2,411,234
Against 10,004
Abstain 225,500
The proposal for the Restructuring therefore passed, and the
Restructuring was consummated effective December 9, 1996, the date of the
filing of MRC's Certificate of Dissolution with the Michigan Department of
Consumer and Industry Services, Corporation, Securities and Land Development
Bureau.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
The following exhibit is filed as part of this report:
Exhibit No. Exhibit
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2 Agreement and Plan of Dissolution and
Restructuring dated as of September 24, 1996
between MRC and Metropolitan Realty Company,
L.L.C., a Delaware limited liability company,
which is attached as Appendix B to the Proxy
Statement/Prospectus forming a part of
amendment no. 6 to registration statement on
Form S-4 under the Securities Act of 1933,
registration no. 33-99694, which has been filed
by Metropolitan Realty Company, L.L.C. with the
Securities and Exchange Commission and is
hereby incorporated by this reference.
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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, thereunto duly authorized.
Metropolitan Realty Corporation
(Registrant)
BY: /s/ Nancy A. Mattar
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Name: Nancy A. Mattar
Title: Executive Vice President
Dated: December 19, 1996
