''Proctor's (116 Market Street ) in downtown Newark was one of the rare 'double decker' theatres. Designed by architect John William Merrow, the eight-story complex had a large 2,300-seat theatre at ground level and a smaller theatre of about 900 seats occupying the top four floors beneath the roof. This fairly narrow building contained only the lobby of the larger theatre, which had its auditorium behind it. Very little has been reported about the operation of the upstairs theatre, which was apparently seldom used until the early 1960s, when it was renovated for the presentation of "foreign" films as the Penthouse Cinema. But the main theatre, with its cavernous two balconies, was always one of Newark's leaders, first with vaudeville only and eventually taken over by movies exclusively. When all of F.F. Proctor's theatres were acquired by Radio-Keith-Orpheum, it became known as RKO Proctor's. The theatre eventually fell victim to the urban decline of Newark and to RKO's merger with Stanley-Warner, which operated the nearby and larger Branford. The new management decided to close Proctor's, and it has been standing more or less derelict ever since.''