<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission file number 1-8971
RCPI Trust
(Exact name of registrant as specified in its charter)
Delaware 13-7087445
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Tishman Speyer Properties, L.P.
45 Rockefeller Plaza, New York, N.Y. 10011
(Address of principal executive offices) (Zip Code)
(212) 332-6500
(Registrant's telephone number, including area code)
--------------------------------------
(Former name, former address, and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _____
<PAGE> 2
RCPI TRUST
INDEX
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PAGE
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PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited, interim financial statements have been prepared in
accordance with the instructions to Form 10-Q. In the opinion of management, all
adjustments necessary for a fair presentation have been included.
RCPI Trust, Balance Sheets as of June 30, 1998 (unaudited) and
December 31, 1997 1
RCPI Trust, Statements of Operations for the quarters ended June 30, 1998 and
1997 (unaudited) and for the six months ended June 30, 1998 and 1997 (unaudited) 2
RCPI Trust, Statements of Cash Flows for the six months ended June 30, 1998 and
1997 (unaudited) 3
Notes to Financial Statements (unaudited) 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 5
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
</TABLE>
<PAGE> 3
PART I -- FINANCIAL INFORMATION
ITEM 1. Financial Statements
RCPI TRUST
(A Delaware business trust)
BALANCE SHEETS
($ in thousands)
<TABLE>
<CAPTION>
As of As of
June 30, 1998 December 31,
(Unaudited) 1997
----------- ----
<S> <C> <C>
ASSETS:
Real Estate:
Land $ 158,149 $ 158,149
Buildings and improvements 620,467 611,711
Tenant improvements 43,432 36,170
Furniture, fixtures and equipment 4,509 4,192
--------- ---------
826,557 810,222
Less: Accumulated depreciation and amortization (34,063) (24,393)
--------- ---------
792,494 785,829
Cash and cash equivalents 60,025 27,517
Restricted cash 13,667 9,369
Accounts receivable 4,493 11,946
Prepaid expenses 405 495
Deferred costs, net of accumulated
amortization of $3,829 and $2,192, respectively 32,382 22,521
Accrued rent 49,356 29,969
--------- ---------
Total Assets $ 952,822 $ 887,646
========= =========
LIABILITIES AND OWNERS' EQUITY
Liabilities:
Zero coupon convertible debentures, net of unamortized
discount of $152,351 and $177,696, respectively $ 433,834 $ 408,489
14% debentures (includes premium of $23,943 and $24,710, respectively) 98,943 99,710
NationsBank loans 85,000 55,000
Accrued interest payable 4,548 7,152
Accounts payable and accrued expenses 23,924 21,227
Tenant security deposits payable 13,448 8,940
--------- ---------
Total Liabilities 659,697 600,518
Commitments and Contingencies
Owners' Equity 293,125 287,128
--------- ---------
Total Liabilities and Owners' Equity $ 952,822 $ 887,646
========= =========
</TABLE>
SEE NOTES TO THE FINANCIAL STATEMENTS
1
<PAGE> 4
RCPI TRUST
(A Delaware business trust)
STATEMENTS OF OPERATIONS
($ in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Quarters Ended For the Six Months Ended
June 30, June 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Base rental $ 47,348 $ 40,396 $ 94,809 $ 83,462
Operating escalations and percentage rents 1,428 607 3,344 3,381
Interest and other income 1,813 3,402 3,277 5,212
-------- -------- -------- --------
Total revenues 50,589 44,405 101,430 92,055
-------- -------- -------- --------
Expenses:
Interest 16,669 14,478 32,092 28,084
Real estate taxes 8,414 8,234 16,829 16,468
Payroll and benefits 5,689 4,716 10,080 9,062
Repairs, maintenance and supplies 4,067 3,458 6,905 5,392
Utilities 2,165 3,240 6,037 7,840
Cleaning 3,492 3,267 6,867 6,856
Professional fees 262 1,535 807 4,242
Insurance 263 314 577 599
Management and accounting fees 856 857 1,758 1,704
General and administration 1,331 576 2,157 889
Depreciation and amortization 5,859 4,683 11,324 9,206
-------- -------- -------- --------
Total expenses 49,067 45,358 95,433 90,342
-------- -------- -------- --------
Net income (loss) $ 1,522 ($ 953) $ 5,997 $ 1,713
======== ======== ======== ========
</TABLE>
SEE NOTES TO THE FINANCIAL STATEMENTS
2
<PAGE> 5
RCPI TRUST
(A Delaware business trust)
STATEMENTS OF CASH FLOWS
($ in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
--------
1998 1997
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 5,997 $ 1,713
Adjustment to reconcile net income to net cash
provided by operating activities:
Amortization of original issue discount and premium 24,578 21,770
Depreciation and amortization 11,324 9,206
(Increase) decrease in restricted cash (4,297) 2,420
Decrease in accounts receivable 7,453 8,864
Decrease (increase) in prepaid expenses 90 (17,175)
Increase in accrued rent (19,388) (7,124)
Increase (decrease) in accounts payable and accrued expenses
and tenant security deposits payable 6,812 (3,826)
Decrease in accrued interest payable (2,604) (1,587)
-------- --------
Net cash provided by operating activities 29,965 14,261
-------- --------
Cash Flows from Investing Activities:
Additions to building and improvements (8,713) (6,051)
Additions to tenant improvements (10,056) (6,351)
Additions to furniture, fixtures and equipment (317) (46)
Additions to deferred costs (8,371) (8,385)
-------- --------
Net cash used in investing activities (27,457) (20,833)
-------- --------
Cash Flows from Financing Activities:
Additions to NationsBank loans 30,000 55,000
Capital contributions -- 10
Distributions to owners -- (44,128)
Payment of floating rate notes -- (10,000)
Payment of deferred financing fees -- (3,391)
-------- --------
Net cash provided by financing activities 30,000 (2,509)
-------- --------
Increase (decrease) in cash and cash equivalents 32,508 (9,081)
Cash and cash equivalents at beginning of period 27,517 28,765
-------- --------
Cash and cash equivalents at end of period $ 60,025 $ 19,684
======== ========
</TABLE>
SEE NOTES TO THE FINANCIAL STATEMENTS
3
<PAGE> 6
RCPI TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL STATEMENTS
The balance sheet as of June 30, 1998, the statements of operations for
the quarters ended and the six months ended June 30, 1998 and 1997 and
the cash flows for the six months ended June 30, 1998 and 1997 are
unaudited, but in the opinion of the Company's management reflect all
adjustments, consisting only of normal recurring adjustments, which are
necessary to present fairly the financial condition and results of
operations at those dates and for those periods. The results of
operations for the interim periods are not necessarily indicative of
results for a full year. It is suggested that these financial statements
be read in conjunction with the audited financial statements and notes
thereto included in the Company's latest Form 10-K for the year ended
December 31, 1997.
2. DEBT
NationsBank Credit Facility
The Company entered into a Credit Agreement (the "NationsBank Credit
Agreement") dated as of May 16, 1997, with NationsBank of Texas, N.A.
("NationsBank"), pursuant to which NationsBank agreed to make term loans
(the "NationsBank Loans") to the Company in an aggregate principal
amount of up to $100 million. As of December 31, 1997, the Company had a
term loan outstanding in the principal amount of $55 million. On January
16, 1998, the Company entered into a second NationsBank loan in the
principal amount of $20 million. On June 29, 1998, the Company entered
into a third NationsBank loan in the principal amount of $10 million. As
of June 30, 1998 the total loans due to NationsBank were $85 million.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Prior Year Reclassifications
Certain prior year balances have been reclassified to conform with the
current year financial statement presentation.
4
<PAGE> 7
RCPI TRUST
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES - RCPI TRUST
Land and Building
At June 30, 1998, the Property, exclusive of 1.5 million square feet
owned directly by the National Broadcasting Company, Inc. and NBC Trust
No. 1996A, was approximately 88.1% occupied. Occupancy rates for the
Property at various dates are presented in the following table:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
March 31, 1998 88.1% June 30, 1997 86.4%
December 31, 1997 86.7% March 31, 1997 83.3%
September 30, 1997 86.3% December 31, 1996 83.6%
</TABLE>
The following table shows selected lease expirations and vacancy of the
Property as of June 30, 1998. Area, as presented below and discussed
above, is measured based on standards promulgated by the New York Real
Estate Board in 1987. Lease turnover could offer an opportunity to
increase the revenue of the Property or might have a negative impact on
the Property's revenue. Actual renewal and rental income will be affected
significantly by market conditions at the time and by the terms at which
the Company can then lease space.
<TABLE>
<CAPTION>
Square Feet Percent
Year Expiring Expiring
---- -------- --------
<S> <C> <C> <C>
Vacant 706,376 11.9%
1998 317,324 5.4%
1999 192,310 3.3%
2000 471,219 7.9%
2001 122,638 2.1%
2002 210,091 3.6%
Thereafter 3,879,739 65.8%
--------- -----
Total 5,899,697 100.0%
========= ======
</TABLE>
Debt
The Zero Coupon Debentures due December 31, 2000 accrete to a face value
of approximately $586.2 million at an effective annual interest rate of
12.10%. At June 30, 1998 and December 31, 1997, the carrying value of the
Zero Coupon Debentures, net of unamortized discount, was approximately
$433.8 million and $408.5 million, respectively.
The Floating Rate Notes matured on May 31, 1997 and bore interest at the
London Interbank Offered Rate ("LIBOR") plus 4%. Interest was paid
quarterly on March 1, June 1, September 1, and December 1. At June 30,
1997 interest was accruing at 9.50%. On July 17, 1996, outstanding
principal in the amount of $106.3 million plus accrued interest of $1.2
million was prepaid. On May 16, 1997, the remaining principal balance of
$10 million was repaid.
5
<PAGE> 8
RCPI TRUST
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The 14% Debentures have a principal balance of $75 million and mature on
December 31, 2007. At the time the Property was acquired by the Company,
the carrying value of the 14% Debentures was adjusted to reflect their
estimated fair value at that date, resulting in a premium. The effective
interest rate, which is net of the amortization of this premium, is
approximately 9.03%. Interest payments are made semi-annually on July 31
and January 31. As of June 30, 1998 and December 31, 1997, the carrying
value of the 14% Debentures was approximately $98.9 million and $99.7
million, respectively.
As of June 30, 1998, the NationsBank credit facility has an aggregate
principal balance of $85 million and matures on May 16, 2000. The Company
may elect interest periods based on one, two, three or six month LIBOR
rates. Interest accrues at LIBOR plus 1.75% and is payable monthly in
arrears.
Cash Flow
During the six months ended June 30, 1998, the Company received cash
flows of approximately $30 million from operations of the Property. The
Company used part of this cash flow from operations and an additional
draw on the NationsBank credit facility of $30 million to fund building
improvements, tenant improvements, leasing commissions and other deferred
costs totaling approximately $27 million.
The Company believes that its current cash balance and future cash flows
from operations, together with its expected borrowings in an amount
currently believed not to exceed the NationsBank Facility of $100
million, will be sufficient to fund its requirements for the foreseeable
future.
Inflation
Inflation and changing prices during the current period did not
significantly affect the markets in which the Company conducts its
business. In view of the moderate rate of inflation, its impact on the
Company's business has not been significant.
RESULTS OF OPERATIONS - RCPI TRUST
Base rent for the quarter and the six months ended June 30, 1998
increased approximately $6.9 million and $11.3 million, respectively,
from the quarter and the six months ended June 30, 1997, due mainly to
higher rental rates on new leases than existed in the prior year.
Additionally, the occupancy level increased to 88.1% as of June 30, 1998,
as compared to 86.4% as of June 30, 1997.
Interest expense has increased by approximately $2.2 million and $4.0
million for the quarter and the six months ended June 30, 1998,
respectively, as compared to the quarter and the six months ended June
30, 1997, primarily due to the increase in the outstanding debt balance.
Total outstanding debt as of June 30, 1997 was approximately $563.2
million, as compared to $617.8 million as of June 30, 1998. The increase
is due primarily to accretion of the Zero Coupon Debentures and
additional draws under the NationsBank credit facility which has
increased by $30 million since December 31, 1997.
6
<PAGE> 9
RCPI TRUST
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The increase in payroll of approximately $1.0 million during the quarter
and the six months ended June 30, 1998, as compared to the quarter and
the six months ended June 30, 1997, is a result of increased salaries
related to retail leasing and redevelopment.
The increase in repairs and maintenance of approximately $609,000 and
$1.5 million during the quarter and the six months ended June 30, 1998,
respectively, as compared to the quarter and the six months ended June
30, 1997, is primarily due to the accelerated timing of certain repairs
and maintenance projects in 1998.
Utilities expense for the quarter and the six months ended June 30, 1998
decreased by approximately $1.1 million and $1.8 million, respectively,
as compared to the quarter and six months ended June 30, 1997, primarily
due to a warm winter in the New York area, as well as operating
efficiencies achieved through preventive maintenance.
The decrease in professional fees in 1998 is due primarily to legal and
settlement costs incurred during the first quarter of 1997 associated
with the Bear Stearns & Co., Inc. and Donaldson, Lufkin & Jenrette
Securities Corporation lawsuit, totaling approximately $2.6 million.
General and administrative costs have increased during the quarter and
the six months ended June 30, 1998, as compared to the quarter and the
six months ended June 30, 1997, by approximately $775,000 and $1.3
million, respectively. The increase is primarily due to a retroactive
payment of city franchise and license fees based on a renegotiated
contract and an increase in certain advertising costs incurred to promote
leasing activity.
The increase in depreciation and amortization expense of approximately
$1.2 million and $2.1 million for the quarter and the six months ended
June 30, 1997, respectively, as compared to quarter and the six months
ended June 30, 1998, was primarily due to additional capital projects at
the property being placed into service since June 30, 1997 and due to
additional tenant improvements and leasing commissions expended as a
result of increased leasing activity.
7
<PAGE> 10
RCPI TRUST
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Except as disclosed below, there has been no material change to the
status of existing litigation as reported in the Company's Form 10-K
filed as of December 31, 1997.
On January 21, 1997, an action entitled Flashman v. Goldman, Sachs & Co.,
97 Civ. 0403 (MGC) (S.D.N.Y.), was filed in New York Federal court
containing allegations substantially similar to those in the original
complaint in In re RCPI. Subsequently, the plaintiff in Flashman joined
as a plaintiff in the amended complaint filed in In re RCPI, and
voluntarily dismissed the action in Federal Court in New York.
On February 25, 1997, an action entitled Debora v. Rockefeller, et. al.,
97 Civ. 01312 (LLS) ("Debora"), was filed in the United States District
Court for the Southern District of New York. The complaint in Debora was
substantially similar to the original complaint in In re RCPI. The
defendants are the same in both actions. The Debora complaint alleged
common law fraud and deceit in addition to the two federal securities law
violations alleged in In re RCPI. Subsequently, the plaintiff in Debora
joined as a plaintiff in In re RCPI and voluntarily dismissed the action
in Federal Court in New York.
In the consolidated suit under the caption In re Rockefeller Center
Properties, Inc. Securities Litigation Cons. C.A. No. 96-543 (RRM) ("In
re RCPI"), defendants filed a motion for summary judgment on March 4,
1998 with respect to the transferable development rights. On July 10,
1998, the Court issued a Memorandum Opinion and Order which, inter alia,
denied plaintiffs' motion for reargument and granted defendants' motion
for summary judgment. On July 22, 1998, pursuant to the Court's
Memorandum Opinion and Order, the Clerk of the Court entered Judgment in
favor of all defendants against all plaintiffs as to all claims in the
amended complaint. On July 17, 1998, plaintiffs filed notices of appeal
to the United States Court of Appeals for the Third Circuit from the
District Court's dismissal of the case. The defendants intend to defend
such appeal vigorously.
In June, 1998, Samuel and Laurel Beizer and several of the named
plaintiffs in In re RCPI filed another purported class action complaint
and shortly thereafter an amended complaint in the Court of Chancery of
the State of Delaware in and for New Castle County (the "Chancery Court
action"), making largely the same allegations as in In re RCPI, but
asserting them as state law claims, rather than federal securities law
claims. The action is entitled Beizer et al. v. Linneman et al., C.A. No.
16413. As in In re RCPI, the defendants in Chancery Court action include
several former officers and directors of the Predecessor as to one or
more of whom the Company may have indemnity obligations. Also, as in In
re RCPI, plaintiffs seek unspecified damages, rescission of the Merger,
and/or disgorgement. Defendants intend to defend the action vigorously.
On July 31, 1996, a Petition for Appraisal, captioned Solomon v.
Rockefeller Center Properties, Inc., C.A. No. 15155, was filed in the
Delaware Court of Chancery. The petitioners allege that the consideration
paid to the Predecessor's stockholders in conjunction with the Merger was
inadequate, and they request that the Court determine the fair value of
their stock at the time of the Merger. Predecessor filed its Response to
the Petition for Appraisal on October 7, 1996, in which it asserts that
the fair value of Predecessor common stock at the time of the Merger was
not more than $8.00 per share and asks the Court to so determine. The
case was dismissed with prejudice by Order dated November 25, 1997, which
Order became effective on or about March 18, 1998.
8
<PAGE> 11
ITEM 6.(a) EXHIBITS
<TABLE>
<S> <C>
(3.1) Certificate of Trust of RCPI Trust, dated March 22,
1996 is incorporated by reference to Exhibit 3.1 to
the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1996.
(4.1) Amended and Restated Debenture Purchase Agreement
dated as of July 17, 1996 between the Company and WHRC
Real Estate Limited Partnership is incorporated by
reference to exhibit 4.1 to the Company's Annual
Report on Form 10-K for the year ended December 31,
1996 (the "1996 10-K").
(4.2) Indenture dated as of September 15, 1985 between the
Predecessor and Manufacturers Hanover Trust Company,
as Trustee, including the forms of Current Coupon
Convertible Debenture, Zero Coupon Convertible
Debenture and Floating Rate Note, is incorporated by
reference to Exhibit 4 to the Predecessor's Quarterly
Report on Form 10-Q for the period ended September 30,
1985.
(4.3) First Supplemental Indenture dated as of December 15,
1985 between the Predecessor and the Trustee, is
incorporated by reference to the Predecessor's Annual
Report on Form 10-K for the year ended December 31,
1985.
(4.4) Second Supplemental Indenture dated as of July 10,
1996 between the Company and the United States Trust
Company of New York, as Trustee is incorporated by
reference to exhibit 4.4 to the 1996 10-K.
(4.5) Instrument of Resignation, Appointment and Acceptance
dated as of December 1, 1993 among the Predecessor,
Chemical Bank, successor by merger to Manufacturers
Hanover Trust Company, and United States Trust Company
of New York is incorporated by reference to Exhibit
4.21 to the Predecessor's Annual Report on Form 10-K
for the year ended December 31, 1993.
(10.1) Amended and Restated Loan Agreement dated as of July
17, 1996 among the Company, the lenders parties
thereto and GSMC, as agent, is incorporated by
reference to Exhibit 10.1 to the 1996 10-K.
(10.2) Guarantee dated July 17, 1996 by Whitehall Street Real
Estate Limited Partnership V, Exor Group S.A., Tishman
Speyer Crown Equities, David Rockefeller, Troutlet
Investments Corporation, Gribble Investments (Tortola)
BVI, Inc. and Weevil Investments (Tortola) BVI, Inc.,
as guarantors in favor of GSMC, as agent and lender,
is incorporated by reference to Exhibit 10.2 to the
1996 10-K.
(10.3) Agreement and Plan of Merger dated as of November 7,
1995 among the Predecessor, RCPI Holdings Inc., RCPI
Merger Inc., Whitehall Street Real Estate Limited
Partnership V, Rockprop, L.L.C., David Rockefeller,
Exor Group S.A. and Troutlet Investments Corporation
is incorporated by reference to Exhibit 10.28 to the
Predecessor's Current Report on Form 8-K dated
November 13, 1995.
(10.4) Amendment No. 1 dated as of February 12, 1996 to the
Agreement and Plan of Merger dated as of November 7,
1995 among the Predecessor, RCPI Holdings Inc., RCPI
Merger Inc.,
</TABLE>
9
<PAGE> 12
ITEM 6.(a) EXHIBITS (Cont'd)
<TABLE>
<S> <C>
Whitehall Street Real Estate Limited Partnership V,
Rockprop, L.L.C., David Rockefeller, Exor Group S.A.
and Troutlet Investments Corporation is incorporated
by reference to Exhibit 10.31 to the Predecessor's
Current Report on Form 8-K dated February 22, 1996.
(10.5) Amendment No. 2 to the Agreement and Plan of Merger,
dated as of April 25, 1996 is incorporated herein by
reference to the Predecessor's Current Report on Form
8-K, filed on April 25, 1996.
(10.6) Amendment No. 3 to the Agreement and Plan of Merger,
dated as of May 29, 1996 is incorporated herein by
reference to the Predecessor's Current Report on Form
8-K, filed on May 29, 1996.
(10.7) Amendment No. 4 to the Agreement and Plan of Merger,
dated as of June 30, 1996 is incorporated herein by
reference to the Predecessor's Current Report on Form
8-K, filed on July 1, 1996.
(10.8) Credit Agreement, dated as of May 16, 1997, between
the Company and NationsBank of Texas, N.A. is
incorporated by reference to Exhibit 4.6 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997.
(10.9) Intercreditor and Subordination Agreement, dated as of
May 16, 1997, between the Company and Whitehall is
incorporated by reference to Exhibit 4.7 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997.
(10.10) Limited Resource Agreement, dated as of May 16, 1997,
is incorporated by reference to Exhibit 4.8 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997.
(27.1) Company's Financial Data Schedule.
</TABLE>
(b) REPORTS ON FORM 8-K
No Current Reports on Form 8-K have been filed during the last
fiscal quarter.
10
<PAGE> 13
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 thereunto duly authorized.
RCPI TRUST
Date: August 14, 1998 By: /s/ David Augarten
----------------------------
David Augarten
Vice President
(Principal Financial Officer)
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RCPI TRUST'S
BALANCE SHEET AS OF JUNE 30, 1998 AND RCPI TRUST'S STATEMENT OF OPERATIONS FOR
THE QUARTER ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 60,025
<SECURITIES> 0
<RECEIVABLES> 4,493
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 95,810
<PP&E> 826,557
<DEPRECIATION> (34,063)
<TOTAL-ASSETS> 952,822
<CURRENT-LIABILITIES> 41,920
<BONDS> 617,777
0
0
<COMMON> 0
<OTHER-SE> 293,125
<TOTAL-LIABILITY-AND-EQUITY> 952,822
<SALES> 0
<TOTAL-REVENUES> 50,589
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 32,398
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,669
<INCOME-PRETAX> 1,522
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,522
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,522
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
