SC 13D 1 metropolis_sc13d-cahill.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* METROPOLIS REALTY HOLDINGS LLC ------------------------------ (Name of Issuer) Limited Liability Company Units ------------------------------- (Title of Class of Securities) 591728100 --------- (CUSIP Number) Michael E. Cahill, Esq. John B. Frank Managing Director & General Counsel Managing Director & General Counsel The TCW Group, Inc. Oaktree Capital Management, LLC 865 South Figueroa Street, Suite 1800 333 South Grand Avenue, 28th Floor Los Angeles, California 90017 Los Angeles, California 90071 (213) 244-0000 (213) 830-6300 -------------- -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 4, 2002 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *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 disclosures 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 20 Pages Exhibit Index: Page 19 SCHEDULE 13D CUSIP No. 591728100 Page 2 of 20 Pages -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TCW ASSET MANAGEMENT COMPANY -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,254,341 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,254,341 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,254,341 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |X| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.33% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IA; CO -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 591728100 Page 3 of 20 Pages -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TCW SPECIAL CREDITS -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 667,527 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 667,527 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 667,527 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |X| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.13% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IA; PN -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 591728100 Page 4 of 20 Pages -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THE TCW GROUP, INC., ON BEHALF OF THE TCW BUSINESS UNIT -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,254,341 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,254,341 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,254,341 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |X| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.33% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) HC; CO -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 591728100 Page 5 of 20 Pages -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) OAKTREE CAPITAL MANAGEMENT, LLC -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 330,649 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,586,814 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 330,649 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,586,814 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,917,463 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |X| -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.74% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IA; OO -------------------------------------------------------------------------------- Page 6 of 20 Pages This Statement on Schedule 13D relates to limited liability company units ("Units"), of Metropolis Realty Holdings LLC (the "Issuer"). This Statement is being filed to report that, pursuant to a Merger Agreement (as defined herein and as more fully described in Item 6 below), the Reporting Persons (as defined herein) acquired beneficial ownership of the Units reported herein upon the conversion of the shares of Class A Common Stock, par value $10.00 per share ("Metropolis Realty Trust Common Stock"), of Metropolis Realty Trust, Inc. ("Metropolis Realty Trust") formerly beneficially owned by the Reporting Persons. Item 1. Security and Issuer. This Schedule 13D relates to the Units. The address of the principal executive offices of the Issuer is c/o Capital Trust, Inc., 410 Park Avenue, 14th Floor, New York, New York 10022. Item 2. Identity and Background. This Schedule 13D is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) TCW Asset Management Company, a California corporation and a wholly-owned subsidiary of TCW ("TAMCO"); ii) TCW Special Credits, a California general partnership of which TAMCO is the managing general partner ("Special Credits"), iii) The TCW Group, Inc., a Nevada corporation ("TCW"), on behalf of itself and its direct and indirect subsidiaries, which collectively constitute The TCW Group, Inc. Business Unit (the "TCW Business Unit"); and iv) Oaktree Capital Management, LLC, a California limited liability company ("Oaktree"). This Schedule 13D relates to (i) Units held by various limited partnerships, trusts and third party accounts for which TAMCO acts as general partner or investment manager (the "TAMCO Units") (Oaktree acts as investment sub-adviser to TAMCO with respect to the TAMCO Units); (ii) Units held by various limited partnerships, trusts and third party accounts for which Special Credits acts as general partner or investment manager (the "Special Credits Units"); (iii) Units held by two limited partnerships of which Oaktree is general partner; (iv) Units held by a third party account for which Oaktree acts as investment manager and (v) Units held directly by Oaktree (together with the Units referred to in clauses (iii) and (iv) above, the "Oaktree Units"). TCW is a holding company of entities involved in the principal business of providing investment advice and management services. The TCW Business Unit is primarily engaged in the provision of investment management services. TAMCO is an investment adviser and provides investment advice and management services to institutional and individual investors. Special Credits provides investment advice and investment management services to affiliated entities. The TCW Business Unit, TCW, TAMCO and Special Credits are sometimes hereinafter collectively referred to as the "TCW Related Entities." The address of the principal business and principal office for the TCW Related Entities is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Current information concerning the Page 7 of 20 Pages identity and background of the executive officers and directors of the TCW Related Entities is set forth in Annex A hereto, which is incorporated herein by reference in response to this Item 2. Societe Generale, S.A., a company incorporated under the laws of France ("SG"), owns approximately 51% of the equity securities and 80% of the voting rights of TCW. The principal business of SG is acting as a holding company for a global financial services group, which includes certain distinct specialized business units that are independently operated, including the TCW Business Unit. SG, for purposes of the federal securities laws, may be deemed ultimately to control TCW and the TCW Business Unit. SG, its executive officers and directors, and its direct and indirect subsidiaries (including all of its business units except the TCW Business Unit), may beneficially own securities of the Issuer which are not reported in this Schedule 13D. In accordance with Securities and Exchange Commission ("SEC") Release No. 34-39538 (January 12, 1998), and due to the separate management and independent operation of its business units, SG disclaims beneficial ownership of the Units beneficially owned by TCW and the TCW Business Unit. The Reporting Persons disclaim beneficial ownership of the Units beneficially owned by SG and any of SG's other business units. The principal business of Oaktree is to provide investment advice and management services to institutional and individual investors. The address of the principal business and principal office for Oaktree is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. Current information concerning the identity and background of the executive officers and members of Oaktree is set forth in Annex A hereto, which is incorporated herein by reference in response to this Item 2. During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Item 6 is hereby incorporated by reference into this Item 3. Pursuant to the Merger Agreement, each share of Metropolis Realty Trust Common Stock formerly beneficially owned by the Reporting Persons was converted into one Unit. The Units beneficially owned by the Reporting Persons may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. The positions which may be held in the margin accounts, including the Units, are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 4. Purpose of Transaction. The information set forth in Item 6 hereof is hereby incorporated by reference into this Item 4. Russel S. Bernard ("Mr. Bernard"), a Principal of Oaktree, serves on the Board of Managers of the Issuer. As a manager of the Issuer, Mr. Bernard may have influence over the corporate activities of Page 8 of 20 Pages the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. All of the Units reported herein were acquired for investment purposes. Except as set forth in this Schedule 13D, neither the Reporting Persons nor, to the best of their knowledge, any of the other persons identified in response to Item 2, has any current plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. Item 5. Interest in Securities of the Issuer. The information set forth in Item 6 hereof is hereby incorporated by reference into this Item 5. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons or any of their affiliates are, for the purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, the beneficial owners of any securities covered by this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities covered by this Schedule 13D for any purposes other than Section 13(d) or Section 13 (g) of the Securities Act of 1934. (a) (i) TAMCO may be deemed to be the beneficial owner of 2,254,341 Units (approximately 17.33% of the total number of Units outstanding). This number consists of (i) 1,586,814 Units held by various limited partnerships, trusts and third party accounts for which TAMCO acts as general partner or investment manager (and with respect to which Oaktree acts as investment sub-adviser to TAMCO), and (ii) 667,527 Units held by various limited partnerships, trusts and third party accounts for which Special Credits act as general partner or investment manager. (ii) Special Credits may be deemed to be the beneficial owner of 667,527 Units (approximately 5.13% of the total number of Units outstanding). This number consists of 667,527 Units held by various limited partnerships, trusts and third party accounts for which Special Credits acts as general partner or investment manager. (iii) TCW, on behalf of the TCW Business Unit, may be deemed to be the beneficial owner of 2,254,341 Units (approximately 17.33% of the total number of Units outstanding). This number consists of (i) 1,586,814 Units held by various limited partnerships, trusts and third party accounts for which TAMCO acts as general partner or investment manager (and with respect to which Oaktree acts as investment sub-adviser to TAMCO) and (ii) 667,527 Units held by various limited partnerships, trusts and third party accounts for which Special Credits acts as general partner or investment manager. (iv) Oaktree may be deemed to be the beneficial owner of 1,917,463 Units (approximately 14.74% of the total number of Units outstanding). This number consists of (i) 1,586,814 Units as to which Oaktree serves as an investment sub-adviser to TAMCO in its capacity as the general partner or investment manager for various limited partnerships, trusts and third party accounts; (ii) 284,839 Units held by two limited partnerships of which Oaktree is general partner; (iii) 41,210 Units Page 9 of 20 Pages held by a third party account for which Oaktree acts as investment manager and (iv) 4,600 Units held directly by Oaktree. (b) (i) TAMCO may be deemed to have shared power to direct the voting and disposition of the 667,527 Special Credits Units and shared power to direct the voting and disposition of the 1,586,814 TAMCO Units. (ii) Special Credits may be deemed to have shared power to direct the voting and disposition of the 667,527 Special Credits Units. (iii) TCW, on behalf of the TCW Business Unit, may be deemed to have shared power to direct the voting and disposition of the 667,527 Special Credits Units and shared power to direct the voting and disposition of the 1,586,814 TAMCO Units. (iv) Oaktree may be deemed to have sole power to direct the voting and disposition of the 330,649 Oaktree Units and shared power to direct the voting and disposition of the 1,586,814 TAMCO Units. (c) Except as set forth in Item 6 below, there have been no transactions effected with respect to the Units since July 15, 2002 (60 days prior to the date hereof) by any of the Reporting Persons. (d) (i) The investment advisory clients of the TCW Related Entities and the partners of the various partnerships managed by the TCW Related Entities have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory and partnership arrangements, the sole power to direct the receipt of dividends from, and the proceeds of the sale of, any of the Units beneficially owned by each of the TCW Related Entities. No such client or partner has an interest by virtue of such relationship that relates to more than 5% of the Issuer's Units. (ii) The investment advisory clients of Oaktree, the partners of the various partnerships with respect to which Oaktree is the general partner and the members of Oaktree have the right to receive and, subject to the terms and provisions of such advisory and partnership arrangements, the power to direct the receipt of dividends from, and the proceeds of the sale of, any of the Units beneficially owned by Oaktree. No such client, partner or member has an interest by virtue of such relationship that relates to more than 5% of the Issuer's Units. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Metropolis Realty Trust, the Issuer and Metropolis Realty Lower Tier LLC, a wholly-owned limited liability company subsidiary of the Issuer ("Lower Tier"), entered into an Agreement and Plan of Merger, dated as of May 22, 2002 (the "Merger Agreement") (a copy of which is incorporated by reference hereto as Exhibit B and incorporated herein by reference in response to this Item 6). Pursuant to the Merger Agreement, Lower Tier merged with and into Metropolis Realty Trust (the "Merger") with Metropolis Realty Trust as the surviving entity in the Merger. Also pursuant to the Merger Agreement, shares of Metropolis Realty Trust Common Stock, including the shares beneficially owned by the Reporting Persons, were converted into Units of the Issuer. As a result, (i) the TCW Related Entities, with the exception of Special Credits, acquired beneficial ownership of 2,254,341 Units in exchange for the 2.254,341 shares of Metropolis Realty Trust Common Stock formerly beneficially owned by the TCW Related Entities, (ii) Special Credits acquired 667,527 Units in exchange for the 667,527 shares of Metropolis Realty Common Stock beneficially owned by Special Credits, and (iii) Oaktree acquired beneficial ownership of 1,917,463 Units in exchange for the 1,917,463 shares of Metropolis Realty Common Stock beneficially owned by Oaktree. Page 10 of 20 Pages The Board of Directors of Metropolis Realty Trust deemed the Metropolis Realty Trust Common Stock to have a fair market value of $22.50 per Share as of September 4, 2002, the effective date of the Merger. The Units have a fair market value equivalent to that of the shares of the Metropolis Realty Trust Common Stock. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms of the Merger Agreement which is incorporated herein by reference. Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer. Item 7. Material to Filed as Exhibits. The Exhibit Index is incorporated herein by reference. Page 11 of 20 Pages 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. Date: September 13, 2002 TCW ASSET MANAGEMENT COMPANY By:/s/ Lazarus N. Sun ------------------------------- Name: Lazarus N. Sun Title: Authorized Signatory Date: September 13, 2002 TCW SPECIAL CREDITS By: TCW Asset Management Company Its General Partner By:/s/ Lazarus N. Sun ------------------------------- Name: Lazarus N. Sun Title: Authorized Signatory Date: September 13, 2002 THE TCW GROUP, INC., ON BEHALF OF THE TCW BUSINESS UNIT By:/s/ Lazarus N. Sun ------------------------------- Name: Lazarus N. Sun Title: Authorized Signatory Date: September 13, 2002 OAKTREE CAPITAL MANAGEMENT, LLC By:/s/ Marc Porosoff ------------------------------- Name: Marc Porosoff Title: Senior Vice President, Legal Page 12 of 20 Pages ANNEX A Executive Officers and Directors of The TCW Group, Inc. Executive Officers

Page 13 of 20 Pages Directors

Page 14 of 20 Pages Edfred L. Shannon, Jr. Investor/Rancher 14081 Summit Dr. (United States) Whittier, CA 90602 Robert G. Sims Private Investor 16855 W. Bernardo Dr., Suite 250 (United States) San Diego, CA 92127-1626 Marc I. Stern President 865 South Figueroa Street, Suite 1800 (United States) The TCW Group, Inc. Los Angeles, CA 90017 Richard N. Foster Partner & Director 55 E. 52nd St., 21st Floor (United States) McKinsey & Company, Inc. New York, NY 10022 Yasuyuki Tayama Managing Director 26-1, Nishi-Shinjuku 1-Chrome (Japan) The Yasuda Fir & Marine Insurance Shinjuku-ku, Tokyo 160-8338 Co., Ltd. James R. Ukropina Of Counsel 400 S. Hope St., 15th Floor (United States) O'Melveny & Myers Los Angeles, CA 90071-2899

Executive Officers and Directors of TCW Asset Management Company

Page 15 of 20 Pages Mark W. Gibello Director and Executive Vice President 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 William C. Sonneborn Director, Executive Vice President 865 South Figueroa Street, Suite 1800 (United States) and Chief Operating Officer Los Angeles, CA 90017 Christopher J. Ainley Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Mark L. Attanasio Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Philip A. Barach Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Javier W. Baz Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Glen E. Bickerstaff Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Michael E. Cahill Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Arthur R. Carlson Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Jean-Marc Chapus Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Penelope D. Foley Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Douglas S. Foreman Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017

Page 16 of 20 Pages Nicola F. Galluccio Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Jeffrey E. Gundlach Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Raymond F. Henze, III Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Stephen McDonald Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Nathan B. Sandler Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017 Komal S. Sri-Kumar Director 865 South Figueroa Street, Suite 1800 (United States) Los Angeles, CA 90017

General Partners of TCW Special Credits TCW Asset Management Company is the Managing General Partner. Set forth below is information regarding the other General Partners.

Page 17 of 20 Pages David Richard Masson Principal of Oaktree Capital Oaktree Capital Management, LLC (United States) Management, LLC 333 South Grand Avenue 28th Floor Los Angeles, CA 90071

Executive Officers and Members of Oaktree Capital Management, LLC

Page 18 of 20 Pages David Kirchheimer Principal and Chief Financial and Oaktree Capital Management, LLC (United States) Administrative Officer 333 South Grand Avenue 28th Floor Los Angeles, CA 90071 Kevin L. Clayton Principal Oaktree Capital Management, LLC (United States) 1301 Avenue of the Americas 34th Floor New York, NY 10019 John W. Moon Principal Oaktree Capital Management, LLC (United States) 1301 Avenue of the Americas 34th Floor New York, NY 10019 John B. Frank Managing Director and General Counsel Oaktree Capital Management, LLC (United States) 333 South Grand Avenue 28th Floor Los Angeles, CA 90071 Marc Porosoff Senior Vice President, Legal Oaktree Capital Management, LLC (United States) 1301 Avenue of the Americas 34th Floor New York, NY 10019

To the best of the Reporting Persons' knowledge: (a) None of the above persons hold any Units. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Units. Page 19 of 20 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of September 13, 2002, by and among TCW Asset Management Company, TCW Special Credits, The TCW Group, Inc., on behalf of the TCW Business Unit, and Oaktree Capital Management, LLC ................................. 20 B. The Agreement and Plan of Merger, dated as of May 22, 2002, by and among Metropolis Realty Trust, Inc., Metropolis Realty Holdings LLC, and Metropolis Realty Lower Tier LLC(1) -------- (1) Filed on May 24, 2002 as Exhibit 2.1 to the Issuer's registration statement on Form S-4 (Commission File Number 333-89142). Page 20 of 20 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Units of Metropolis Realty Holdings LLC, dated as of September 13, 2002, is, and any amendments thereto (including amendments on Schedule 13G) 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(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is accurate. Date: September 13, 2002 TCW ASSET MANAGEMENT COMPANY By:/s/ Lazarus N. Sun ------------------------------- Name: Lazarus N. Sun Title: Authorized Signatory Date: September 13, 2002 TCW SPECIAL CREDITS By: TCW Asset Management Company Its General Partner By:/s/ Lazarus N. Sun ------------------------------- Name: Lazarus N. Sun Title: Authorized Signatory Date: September 13, 2002 THE TCW GROUP, INC., ON BEHALF OF THE TCW BUSINESS UNIT By:/s/ Lazarus N. Sun ------------------------------- Name: Lazarus N. Sun Title: Authorized Signatory Date: September 13, 2002 OAKTREE CAPITAL MANAGEMENT, LLC By:/s/ Marc Porosoff ------------------------------- Name: Marc Porosoff Title: Senior Vice President, Legal

METROPOLIS REALTY HOLDINGS LLC SC 13D