UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
METROPOLIS REALTY TRUST, INC.
-----------------------------------------
(Name of Issuer)
Class A Common Stock, $10.00 Par Value
------------------------------------------
(Title of Class of Securities)
591730106
----------------------
(CUSIP Number)
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
*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 disclosure
provided in a prior cover page.
The information required on 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 (however, see the
Notes).
Continued on following page(s)
Page 1 of 12 Pages
Exhibit Index: Page 10
<PAGE>
SCHEDULE 13G
CUSIP No. 591730106 Page 2
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ANGELO, GORDON & CO., L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 818,739
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 818,739
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
818,739
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]
11 Percent of Class Represented By Amount in Row (9)
6.3%
12 Type of Reporting Person*
BD, IA, PN
<PAGE>
SCHEDULE 13G
CUSIP No. 591730106 Page 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JOHN M. ANGELO
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 818,739
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
818,739
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person*
IN, HC
<PAGE>
SCHEDULE 13G
CUSIP No. 591730106 Page 4
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MICHAEL L. GORDON
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 818,739
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
818,739
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*[_]
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person*
IN, HC
<PAGE>
Page 5
Item 1(a) Name of Issuer:
Metropolis Realty Trust, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
885 Third Avenue, New York, New York 10022.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of the following reporting
persons (the "Reporting Persons"): (i) Angelo, Gordon & Co., L.P.
("Angelo, Gordon"), (ii) John M. Angelo, in his capacities as a
general partner of AG Partners, L.P., the sole general partner of
Angelo, Gordon, and the chief executive officer of Angelo, Gordon
and (iii) Michael L. Gordon, in his capacities as the other
general partner of AG Partners, L.P., the sole general partner of
Angelo, Gordon, and the chief operating officer of Angelo,
Gordon.
Item 2(b) Address of Principal Business Office or, if none, Residence:
(i) The principal business office of Angelo, Gordon is located
at 245 Park Avenue, New York, NY 10167.
(ii) The address of the principal business office of Mr. Angelo
is 245 Park Avenue, New York, NY 10167.
(iii)The address of the principal business office of Mr. Gordon
is 245 Park Avenue, New York, NY 10167.
Item 2(c) Citizenship:
(i) Angelo, Gordon is a Delaware limited partnership.
(ii) Mr. Angelo is a citizen of the United States.
(iii) Mr. Gordon is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Class A Common Stock, $10.00 par value (the "Shares").
Item 2(e) CUSIP Number:
591730106
<PAGE>
Page 6
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(i) Angelo, Gordon is a broker-dealer registered under Section
15 of the Act and an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.
(ii) Mr. Angelo is a "parent holding company."
(iii) Mr. Gordon is a "parent holding company."
Item 4. Ownership:
(a) Amount Beneficially Owned:
(i) As of December 31, 1997, Angelo, Gordon may be deemed to be
the beneficial owner of 818,739 Shares as a result of voting
and dispositive powers that it held with respect to the
112,293 shares it held for its own account and 706,446
Shares held for the account of thirteen private investment
funds for which it acts as general partner and/or investment
adviser.
(ii) Mr. Angelo may be considered a beneficial owner of the
818,739 Shares deemed to be beneficially owned by Angelo,
Gordon referred to in paragraph (a)(i) above. Mr. Angelo is
the chief executive officer of Angelo, Gordon and is a
general partner of AG Partners, L.P., the sole general
partner of Angelo, Gordon.
(iii)Mr. Gordon may be considered a beneficial owner of the
818,739 Shares deemed to be beneficially owned by Angelo,
Gordon referred to in paragraph (a)(i) above. Mr. Gordon is
the chief operating officer of Angelo, Gordon and is the
other general partner of AG Partners, L.P., the sole general
partner of Angelo, Gordon.
(b) Percent of Class:
The number of Shares deemed to be beneficially owned by Angelo,
Gordon constitute 6.3% of the total number of Shares outstanding.
<PAGE>
Page 7
(c) Number of shares as to which such person has:
<TABLE>
<CAPTION>
Angelo, Gordon Mr. Angelo Mr. Gordon
-------------- ---------- ----------
<S> <C> <C> <C>
(i) sole power to vote or to
direct the vote: 818,739 0 0
(ii) shared power to vote or
to direct the vote: 0 818,739 818,739
(iii) sole power to dispose or
to direct the disposition
of: 818,739 0 0
(iv) shared power to dispose
or to direct the
disposition of: 0 818,739 818,739
</TABLE>
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The limited partners of (or investors in) each of thirteen funds for
which Angelo, Gordon acts as general partner and/or investment adviser
have the right to participate in the receipt of dividends from, or
proceeds from the sale of, securities held by their respective funds
(including the Shares) in accordance with their respective limited
partnership interests (or investment percentages) in their respective
funds.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported On by the Parent Holding Company:
See Exhibit B.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
<PAGE>
Page 8
Item 10. Certification:
By signing below each of the Reporting Persons certifies that, to the
best of such person's knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction
having such purposes or effect.
<PAGE>
Page 9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 12, 1998 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /s/ Michael L. Gordon
----------------------------------------
Name: Michael L. Gordon
Title: General Partner
Dated: February 12, 1998 /s/ John M. Angelo
--------------------------------------------------
JOHN M. ANGELO
Dated: February 12, 1998 /s/ Michael L. Gordon
--------------------------------------------------
MICHAEL L. GORDON
<PAGE>
Page 10
EXHIBITS
Page
A. Joint Filing Agreement, dated February 12, 1998 by
and among Angelo, Gordon & Co., L.P., Mr. John M.
Angelo and Mr. Michael L. Gordon...................................11
B. Item 7 disclosure..................................................12
Page 11
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Class A Common Stock of Metropolis Realty Trust, Inc. dated
February 12, 1998 is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Dated: February 12, 1998 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /s/ Michael L. Gordon
----------------------------------------
Name: Michael L. Gordon
Title: General Partner
Dated: February 12, 1998 /s/ John M. Angelo
--------------------------------------------------
JOHN M. ANGELO
Dated: February 12, 1998 /s/ Michael L. Gordon
--------------------------------------------------
MICHAEL L. GORDON
Page 12
EXHIBIT B
ITEM 7
Angelo, Gordon is the relevant subsidiary for which Mr. Angelo and Mr.
Gordon may each be considered a "parent holding company."
Angelo, Gordon is a broker-dealer registered under Section 15 of the
Act and an investment adviser registered under the Investment Advisers Act of
1940.
