SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4 TO
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 (ss.240.13e-3) THEREUNDER)
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METROPOLITAN REALTY CORPORATION
(NAME OF THE ISSUER)
METROPOLITAN REALTY CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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CUSIP NO. 592279103
(CUSIP NUMBER OF CLASS OF SECURITIES)
BARBARA A. BLUFORD, ESQ.
BODMAN, LONGLEY & DAHLING LLP
100 RENAISSANCE CENTER
34TH FLOOR
DETROIT, MICHIGAN 48243
(313) 259-7777
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S)
FILING STATEMENT)
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ X ] The filing of a registration statement under the Securities Act
of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
CALCULATION OF FILING FEE
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TRANSACTION VALUATION * AMOUNT OF FILING FEE
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$36,431,192 $12,562.48
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*For purposes of calculating fee only.
Based upon $8.25 cash per share for 4,415,902 shares.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or schedule and
the date of its filing.
Amount paid: $12,562.48 Filing party: Metropolitan Realty
Form or registration no.: S-4 Company, L.L.C.
Date filed.: November 21, 1995
INTRODUCTION
This Amendment No. 4 to Rule 13e-3 Transaction Statement on Schedule
13E-3 ("Schedule 13E-3") is being filed pursuant to Rule 13e-3(d)(3) to report
the results of the Rule 13e-3 transaction which is the subject hereof.
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") attached as Appendix B to the Proxy
Statement/Prospectus of MRC and Metropolitan Realty Company, L.L.C. ("MRC,
LLC") described below, 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
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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:
Number of Shares
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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. The Restructuring is upon the terms and subject to the conditions set
forth in the Proxy Statement/Prospectus and the appendices thereto forming a
part of the registration statement on Form S-4 under the Securities Act of
1933 which has been filed by MRC,LLC with the Securities and Exchange
Commission concurrently herewith (the "Proxy Statement/Prospectus"), which is
incorporated herein by reference.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the issuer is Metropolitan Realty Corporation, a
Michigan corporation, and its principal executive office is
at 535 Griswold, Suite 748, Detroit, Michigan 48226.
(b) The class of securities to which this Schedule 13E-3 relates
is MRC's common stock, par value $0.01 per share. The
information set forth in
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"THE COMPANIES -- Metropolitan Realty Corporation" in the
Proxy Statement/Prospectus is incorporated herein by
reference.
(c) The information set forth in "SPECIAL FACTORS CONCERNING THE
RESTRUCTURING -- Background of and Reasons for the
Restructuring" in the Proxy Statement/Prospectus is
incorporated herein by reference.
(d) The information set forth in "COMPARISON OF MRC CAPITAL
STOCK AND MRC,LLC CLASS A MEMBERSHIP INTERESTS -- Nature of
Equity Interests" in the Proxy Statement/Prospectus is
incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this Schedule 13E-3 is the issuer of the class of
equity securities which is the subject of the Rule 13e-3 transaction.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a-b) Not applicable.
ITEM 4. TERMS OF THE TRANSACTION.
(a-b) The information set forth in "SUMMARY", "INTRODUCTION", "THE
SPECIAL MEETING", "SPECIAL FACTORS CONCERNING THE
RESTRUCTURING", "THE OFFERING", and "THE RESTRUCTURING
AGREEMENT" in the Proxy Statement/Prospectus is incorporated
herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a-b) Not applicable.
(c) The information set forth in "MANAGEMENT AND OPERATIONS
AFTER THE RESTRUCTURING" in the Proxy Statement/Prospectus
is incorporated herein by reference.
(d) The information set forth in "COMPARISON OF MRC CAPITAL
STOCK AND MRC,LLC CLASS A MEMBERSHIP INTERESTS --
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Nature of Equity Interests" in the Proxy
Statement/Prospectus is incorporated herein by reference.
(e) The information set forth in "MANAGEMENT AND OPERATIONS
AFTER THE RESTRUCTURING", "COMPARISON OF MRC CAPITAL STOCK
AND MRC,LLC CLASS A MEMBERSHIP INTERESTS", "THE OPERATING
AGREEMENT" and "MATERIAL FEDERAL INCOME TAX CONSIDERATIONS"
in the Proxy Statement/Prospectus is incorporated herein by
reference.
(f-g) The information set forth in "SPECIAL FACTORS CONCERNING THE
RESTRUCTURING -- Stock Exchange Listing and Marketability"
in the Proxy Statement/Prospectus is incorporated herein by
reference.
ITEM 6. SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) MRC estimates that the total amount of funds to be used in
the Rule 13e-3 transaction is $1,049,891. The source of the
funds will be liquidation of a portion of the marketable
mortgage-backed securities and shares of money market funds
owned by MRC.
(b) The expenses expected to be incurred in connection with the
Rule 13e-3 transaction are estimated to total $840,000.00.
The expenses are as follows:
Securities and Exchange Commission
registration fee...................................... $ 40,000.00
Legal fees and expenses................................. $310,000.00
Financial Advisor fees and expenses..................... $220,000.00
Accounting services..................................... $135,000.00
Printing fees........................................... $ 45,000.00
Appraisal fees.......................................... $ 60,000.00
Miscellaneous........................................... $ 30,000.00
(c-d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in "SUMMARY -- Purpose of the
Restructuring and Reasons for the Restructuring" and
"SPECIAL FACTORS CONCERNING THE RESTRUCTURING -- Background
of and Reasons for the Restructuring" in the Proxy
Statement/Prospectus is incorporated herein by reference.
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(b-c) The information set forth in "SPECIAL FACTORS CONCERNING THE
RESTRUCTURING -- Background of and Reasons for the
Restructuring" in the Proxy Statement/Prospectus is
incorporated herein by reference.
(d) The information set forth in "SPECIAL FACTORS CONCERNING THE
RESTRUCTURING", "MANAGEMENT AND OPERATIONS AFTER THE
RESTRUCTURING", "COMPARISON OF MRC CAPITAL STOCK AND MRC,LLC
CLASS A MEMBERSHIP INTERESTS", "THE OPERATING AGREEMENT",
"THE RESTRUCTURING AGREEMENT" and "MATERIAL FEDERAL INCOME
TAX CONSIDERATIONS" in the Proxy Statement/Prospectus is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) MRC reasonably believes that the Rule 13e-3 transaction is
fair to unaffiliated security holders. No director of MRC
dissented to or abstained from voting on the Rule 13e-3
transaction.
(b) The information set forth in "SPECIAL FACTORS CONCERNING THE
RESTRUCTURING -- Background of and Reasons for the
Restructuring" "-- Recommendation of the Board of
Directors", "-- Appraisal" and "-- Consideration for Shares
to be Paid to Minority Shareholders" in the Proxy
Statement/Prospectus is incorporated herein by reference.
(c) The transaction has not been structured so that approval
of at least a majority of unafilliated shareholders is
required.
(d) No unaffiliated representative has been retained to act
on behalf of unaffiliated shareholders for the purposes of
negotiating the terms of the transaction.
(e) The transaction has been approved by over a majority of the
directors of MRC who are not employees of MRC.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) Cushman & Wakefield of Michigan, Inc. of Southfield,
Michigan was engaged on behalf of the Board of Directors of
MRC to prepare a limited appraisal in a summary format of
the market value of the mortgage notes which constitute
MRC's loan portfolio. A copy of the appraisal is attached
hereto as Exhibit B. This appraisal was a factor in
determining the price to
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be paid to MRC's shareholders holding fewer than 50,000
shares of MRC's common stock. The information set forth in
"SPECIAL FACTORS CONCERNING THE RESTRUCTURING -- Appraisal"
and "-- Consideration for Shares to be Paid to Minority
Shareholders" in the Proxy Statement/Prospectus is
incorporated herein by reference.
(b) The information set forth in "SPECIAL FACTORS CONCERNING THE
RESTRUCTURING -- Appraisal" and "-- Consideration for Shares
to be Paid to Minority Shareholders" in the Proxy
Statement/Prospectus is incorporated herein by reference.
(c) Such appraisal will be made available for inspection and
copying at the principal executive offices of MRC during its
regular business hours by any interested shareholder of MRC
or its representative who has been so designated in writing.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "SUMMARY -- Security Ownership"
in the Proxy Statement/Prospectus is incorporated herein by
reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH
RESPECT TO THE ISSUER'S SECURITIES.
Not applicable.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE TRANSACTION.
(a) The information set forth in "SUMMARY -- Security Ownership"
in the Proxy Statement/Prospectus is incorporated herein by
reference.
(b) The information set forth in "SPECIAL FACTORS CONCERNING THE
RESTRUCTURING -- Recommendation of the Board of Directors"
in the Proxy Statement/Prospectus is incorporated herein by
reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "SPECIAL FACTORS CONCERNING THE
RESTRUCTURING -- No Appraisal Rights" in the Proxy
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Statement/Prospectus is incorporated herein by reference. No
other rights are available to objecting shareholders under
applicable state law.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a)(1-2) MRC's Annual Report on Form 10-K/A for the year ended
December 31, 1995 and its Quarterly Reports on Form 10-Q for
the periods ended March 31, 1996 and June 30, 1996 filed by
MRC with the Securities and Exchange Commission (File No.
1-9450) are hereby incorporated by this reference.
(a)(3) Not applicable.
(a)(4) The information set forth in "SUMMARY -- Summary Selected
Financial Data of Metropolitan Realty Corporation" in the
Proxy Statement/Prospectus is incorporated herein by
reference.
(b) The information set forth in "PRO FORMA FINANCIAL
INFORMATION" in the Proxy Statement/Prospectus is
incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Not applicable.
(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION.
Not applicable.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) (i) Limited Appraisal in a Summary Format of the Assets
of Metropolitan Realty Corporation, Detroit, Michigan, as of
August 10, 1995, prepared by Cushman & Wakefield of
Michigan, Inc., Valuation Advisory Services (previously
filed).
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(ii) Draft of Limited Appraisal in a Summary Format of the
Assets of Metropolitan Realty Corporation, Detroit,
Michigan, as of August 10, 1995, prepared by Cushman &
Wakefield of Michigan, Inc., Valuation Advisory Services
(previously filed).
(c) Not applicable.
(d) Proxy Statement/Prospectus and the appendices thereto
forming a part of amendment no. 6 to the registration
statement on Form S-4 under the Securities Act of 1933 which
has been filed by Metropolitan Realty Company, L.L.C. with
the Securities and Exchange Commission concurrently herewith
(previously filed).
(e) Not applicable.
(f) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Metropolitan Realty Corporation
By: /s/ Nancy A. Mattar
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Name: Nancy A. Mattar
Title: Executive Vice President
Dated: December 19, 1996
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EXHIBIT INDEX
Exhibit Number Exhibit Description
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A Proxy Statement/Prospectus and the appendices
thereto 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 concurrently herewith
B Limited Appraisal in a Summary Format of the
Assets of Metropolitan Realty Corporation,
Detroit, Michigan, as of August 10, 1995,
prepared by Cushman & Wakefield of Michigan,
Inc., Valuation Advisory Services (previously
filed)
C Draft of Limited Appraisal in a Summary Format of the
Assets of Metropolitan Realty Corporation, Detroit,
Michigan, as of August 10, 1995, prepared by Cushman
& Wakefield of Michigan, Inc., Valuation Advisory
Services (previously filed)
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