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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 1, 1996
(July 17, 1996)
RCPI Trust
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8971 13-3862444
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
c/o Tishman Speyer Properties, L.P.
1230 Avenue of the Americas, New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 332-6535
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 2.
On July 17, 1996, RCPI Trust acquired the landmarked properties
in Rockefeller Center previously owned by RCP Associates, a New York
limited partnership ("RCPA"), and Rockefeller Center Properties, a New York
general partnership ("RCP"), pursuant to the Second Amended Joint Plan of
Reorganization confirmed on May 29, 1996 in the Bankruptcy cases of RCPA
and RCP. Concurrent therewith, RCPI Trust sold to General Electric
Company, a New York corporation ("GE"), National Broadcasting Company,
Inc., a Delaware corporation ("NBC"), and NBC Trust No. 1996A, a Delaware
business trust, for $440 million, interests in certain buildings in
Rockefeller Center previously leased by GE or its affiliates, including
NBC, pursuant to the Agreement, dated as of April 23, 1996, among Whitehall
Street Real Estate Limited Partnership V ("Whitehall"), Rockprop L.L.C.,
Prometheus Investors, L.L.C., Troutlet Investments Corporation, Gribble
Investments (Tortola) BVI, Inc., Weevil Investments (Tortola) BVI, Inc.,
Exor Group S.A., GE and NBC attached as Exhibit 24 to the Schedule 13D/A
filed on May 3, 1996, by Whitehall. A copy of the press release announcing
the acquisition of Rockefeller Center and the consummation of the sale
referred to in the previous sentence is attached as Exhibit 99.1 hereto and
is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements for Rockefeller Center, for fiscal
years 1993, 1994, and 1995, filed by RCPI, the predecessor in interest to
RCPI Trust, on Form 10-Ks, dated March 11, 1994, March 16, 1995 and March
18, 1996, are incorporated herein by reference.
(b) Not Applicable.
(c) Exhibits.
99.1 Press Release, dated July 17, 1996, issued by RCPI
Trust.
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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 hereunto duly authorized.
RCPI Trust
Dated: August 1, 1996 By: /s/ Ralph F. Rosenberg
Ralph F. Rosenberg
Vice President and Secretary
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INDEX TO EXHIBITS
Exhibit No. Exhibit
99.1 Press Release, dated July 17, 1996, issued by RCPI Trust.
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Exhibit 99.1
FROM: ROCKEFELLER CENTER PROPERTIES, INC. TRUST
Contact: Steven Rubenstein,
Rubenstein Associates, Inc.
Tel: (212) 843-8043
_________________________________________________________________
FOR IMMEDIATE RELEASE
New York, New York, July 17, 1996 - A partnership of international
investors today assumed title to the landmarked Rockefeller Center
buildings. Also today, NBC consummated its $440 million acquisition of
space it occupies at 30 Rockefeller Plaza.
The new ownership group includes Whitehall Street Real Estate Limited
Partnership V, affiliated with Goldman, Sachs & Co.; Exor Group, S.A., an
international investment holding company, part of the Agnelli Group;
Troutlet Investments Corporation, a holding company established by the late
Stavros Niarchos; Prometheus Investors, L.L.C., representing the interest
of David Rockefeller; Rockprop, L.L.C., in which an affiliate of Tishman
Speyer Properties and the Crown Family are principal investors.
Today's announcement brings to a close a difficult chapter in the center's
otherwise illustrious history. Rockefeller Center was conceived and
developed in the depths of America's greatest depression as a testament to
hope and enterprise. It was for its time, and continues to be, one of the
finest examples of urban planning and design in the United States. From
its inception and for more than six decades since, it has been among the
world's most recognized and respected business addresses and one of
New York City's most visited tourist attractions. The property consists of
12 landmarked Rockefeller Center buildings comprising 7.4 million square
feet on 22 acres in the heart of Midtown Manhattan.
In looking to the future of Rockefeller Center, David Rockefeller said, "My
family has been involved in this great property since its inception. I am
confident our new ownership has the commitment and expertise to preserve
the quality, traditions and reputation of Rockefeller Center and to realize
its full potential as one of our city's and our nation's greatest
treasures."
Tishman Speyer Properties will assume the responsibility for the marketing
and operations of the property. Jerry I. Speyer, President of Tishman
Speyer Properties, Inc., said "Rockefeller
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Center is an American icon and a vital part of the business and cultural
life of the city. We look forward to the challenge of bringing the
property into the new century, preserving its special history while
introducing innovative management and marketing techniques and programs."
"Our participation in the investor group reflects our long-standing
conviction that this is the best known address in the world and symbolizes
New York's rich cultural and business heritage," noted Daniel M. Neidich, a
Partner of Goldman, Sachs & Co. and Chairman of Whitehall's Investment
Committee. "Rockefeller Center will continue to be a most important
address for business, tourism and entertainment for decades to come, and we
are deeply committed to this major investment."
Michael Sherlock, Executive Vice President, NBC, said, "We are proud of our
more than 60 years' commitment to Rockefeller Center. As a global and
diverse entertainment and media company, this acquisition allows NBC to be
a window to the world from the heart of New York City for decades to come
and enhances our ability to respond quickly to the evolving needs of our
business operations."
