<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 September 30, 1999
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 _____
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<PAGE> 2
RCPI TRUST
INDEX
<TABLE>
<CAPTION>
PART I--FINANCIAL INFORMATION PAGE
<S> <C>
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 September 30, 1999 (unaudited)
and December 31, 1998 .................................................................................... 1
RCPI Trust, Statements of Operations for the quarters ended
September 30, 1999 and 1998 (unaudited) and for the nine months
ended September 30, 1999 and 1998 (unaudited) ............................................................ 2
RCPI Trust, Statements of Cash Flows for the nine months ended
September 30, 1999 and 1998 (unaudited) .................................................................. 3
Notes to Financial Statements (unaudited) ................................................................ 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS .................................................................................... 7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ............................................... 10
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ........................................................................................ 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ......................................................................... 12
</TABLE>
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE SECURITIES LITIGATION
REFORM ACT OF 1995.
Except for historical information contained herein, the Report on Form 10-Q
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 which involve certain risks and uncertainties. The
Company's actual results or outcomes may differ materially from those
anticipated. In assessing forward-looking statements contained herein, readers
are urged to carefully read those statements. When used in the Report on Form
10-Q, the words "estimate", "anticipate", "expect", "believe" and similar
expressions are intended to identify forward-looking statements.
<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
Sept. 30, 1999 December 31,
(Unaudited) 1998
-------------- ------------
<S> <C> <C>
ASSETS:
Real estate:
Land $ 158,149 $ 158,149
Buildings and improvements 662,589 636,285
Tenant improvements 74,091 58,086
Furniture, fixtures and equipment 7,416 5,923
----------- -----------
902,245 858,443
Less: Accumulated depreciation and amortization (60,750) (44,311)
----------- -----------
841,495 814,132
Cash and cash equivalents 36,097 31,270
Restricted cash 10,976 10,120
Accounts receivable 10,412 6,680
Prepaid expenses 10,111 973
Deferred costs, net of accumulated
amortization of $8,967 and $5,918, respectively 49,267 40,724
Accrued rent 93,834 65,851
----------- -----------
Total Assets $ 1,052,192 $ 969,750
=========== ===========
LIABILITIES AND OWNERS' EQUITY
Liabilities:
Zero coupon convertible debentures, net of unamortized
discount of $81,893 and $125,433, respectively $ 504,292 $ 460,752
14% debentures (includes premium of $21,845 and $23,127, respectively) 96,845 98,127
NationsBank loans 101,250 80,000
Accrued interest payable 1,982 4,738
Accounts payable and accrued expenses 20,868 21,392
Tenant security deposits payable 10,374 9,985
----------- -----------
Total Liabilities 735,611 674,994
Commitments and Contingencies
Owners' Equity 316,581 294,756
----------- -----------
Total Liabilities and Owners' Equity $ 1,052,192 $ 969,750
=========== ===========
</TABLE>
See notes to financial statements.
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<PAGE> 4
RCPI TRUST
(a Delaware business trust)
STATEMENTS OF OPERATIONS
($ in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Quarters Ended For the Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Base rental $ 58,635 $ 48,243 $172,330 $143,052
Escalations and percentage rent 1,445 1,815 4,443 5,159
Interest and other income 1,084 2,105 3,468 5,382
-------- -------- -------- --------
Total Revenues 61,164 52,163 180,241 153,593
-------- -------- -------- --------
Expenses:
Interest 18,995 17,173 54,712 49,265
Real estate taxes 8,923 8,657 26,414 25,486
Payroll and benefits 5,900 5,053 16,023 15,261
Repairs, maintenance and supplies 2,668 3,462 9,425 10,239
Utilities 4,823 4,211 11,006 10,248
Cleaning 3,283 3,267 10,140 10,134
Professional fees 210 196 1,208 1,003
Insurance 402 235 851 812
Management and accounting fees 1,143 888 3,050 2,646
General and administration 1,095 1,094 2,925 3,251
Depreciation and amortization 7,553 6,194 22,662 17,518
-------- -------- -------- --------
Total Expenses 54,995 50,430 158,416 145,863
-------- -------- -------- --------
Net Income $ 6,169 $ 1,733 $ 21,825 $ 7,730
======== ======== ======== ========
</TABLE>
See notes to financial statements.
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<PAGE> 5
RCPI TRUST
(a Delaware business trust)
STATEMENTS OF CASH FLOWS
($ in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
1999 1998
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<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 21,825 $ 7,730
Adjustment to reconcile net income to net cash
provided by operating activities:
Amortization of original issue discount and premium 42,258 37,431
Depreciation and amortization 22,662 17,518
Increase in restricted cash (856) (287)
(Increase) decrease in accounts receivable (3,732) 6,131
Increase in prepaid expenses (9,138) (9,081)
Increase in accrued rent (27,983) (28,860)
Decrease in accounts payable and accrued expenses
and tenant security deposits payable (29) (1,209)
Decrease in accrued interest payable (2,756) (5,114)
-------- --------
Net cash provided by operating activities 42,251 24,259
-------- --------
Cash Flows from Investing Activities:
Additions to building and improvements (25,746) (15,416)
Additions to tenant improvements (17,939) (15,274)
Additions to furniture, fixtures and equipment (1,493) (372)
Additions to deferred costs (11,713) (15,129)
-------- -------
Net cash used in investing activities (56,891) (46,191)
-------- --------
Cash Flows from Financing Activities:
Proceeds from NationsBank loans 40,000 30,000
Repayment of NationsBank loans (18,750) --
Payment of deferred financing fees (1,783) --
-------- --------
Net cash provided by financing activities 19,467 30,000
-------- --------
Increase in cash and cash equivalents 4,827 8,068
Cash and cash equivalents at beginning of period 31,270 27,517
-------- --------
Cash and cash equivalents at end of period $ 36,097 $ 35,585
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid during the period $ 15,209 $ 14,948
======== ========
</TABLE>
See notes to financial statements.
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<PAGE> 6
RCPI TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL STATEMENTS
The balance sheet as of September 30, 1999, the statements of operations for the
quarters ended and the nine months ended September 30, 1999 and 1998 and the
statements of cash flows for the nine months ended September 30, 1999 and 1998
are unaudited, but in the opinion of the management of RCPI Trust (the
"Company"), 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 Form 10-K for the year ended December 31, 1998.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Deferred Costs
The Company adopted the provisions of Statement of Position 98-5 "Reporting on
the Costs of Start-up Activities" effective January 1, 1999. The effect of
adopting this statement was an additional charge of $1.34 million related to the
write off of the unamortized balance of organizational costs and is included as
a component of depreciation and amortization in the accompanying statement of
operations for the nine months ended September 30, 1999.
Reclassifications
Certain prior year amounts have been reclassified to conform with current period
presentation.
3. DEBT
Convertible Debentures
The Zero Coupon Convertible Debentures (the "Zero Coupons") were issued under an
Indenture, dated as of September 15, 1985 (as amended, the "Indenture"), between
Rockefeller Center Properties, Inc. (the "Predecessor") and Manufacturers
Hanover Trust Company (now the United States Trust Company) as Trustee. The Zero
Coupons were originally convertible into shares of common stock of the
Predecessor on the maturity date (December 31, 2000) and upon the occurrence of
certain other events specified in the Indenture. Holders of the Zero Coupons
also originally had the right to exchange their Zero Coupons upon maturity for
nonconvertible floating rate notes of the Company (the "Floating Rate Notes") in
an equal aggregate principal amount.
On July 10, 1996, the Indenture was amended to provide that instead of being
convertible into Predecessor common stock as described above, each Zero Coupon
is convertible, on the maturity date and upon the other events specified in the
Indenture, only into cash in an amount equal to eight dollars ($8.00) for each
share of common stock of the Predecessor into which the Zero Coupon was
originally convertible. Under this formula, on the maturity date, each $1,000
principal amount of Zero Coupons is convertible into $368.48 (the "Conversion
Amount"). The amendment of the Indenture did not change the right of holders of
Zero Coupons to exchange the Zero Coupons upon maturity for Floating Rate Notes
as described above.
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<PAGE> 7
RCPI TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
As of July 10, 1996, the Company became the successor to the Predecessor under
the amended Indenture. The Indenture was amended as described above in
connection with the Merger (as defined in the Company's Annual Report on Form
10-K for the year ended December 31, 1998).
If a holder of a Zero Coupon fails to timely surrender the Zero Coupon for
conversion or exchange, the holder will be deemed to have elected to exchange
the Zero Coupon for Floating Rate Notes on the maturity date, unless the holders
of 90% of the aggregate principal amount of the Zero Coupons have elected to
convert their Zero Coupons into the Conversion Amount on the maturity date, in
which case that holder will be deemed to have elected to convert the Zero Coupon
into the Conversion Amount.
After the exchange of Zero Coupons for Floating Rate Notes, the Floating Rate
Notes will mature on December 31, 2007. The Company will have the right to
prepay the Floating Rate Notes at any time, at par. The Floating Rate Notes will
bear interest at the three-month London Interbank Offering Rate ("LIBOR") plus
either 1/4% or a spread greater than 1/4% and not greater than 1% that would,
in the opinion of a major international investment bank selected by the Company,
cause the Floating Rate Notes to trade at par.
NationsBank Credit Facility
On May 16, 1997, the Company entered into a Credit Agreement (the "Original
NationsBank Credit Agreement") with NationsBank of Texas, N.A. ("NationsBank"),
pursuant to which NationsBank agreed to make term loans (the "Original
NationsBank Loans") to the Company in an aggregate principal amount of up to
$100 million. The maximum amount of the Original NationsBank Loans which may be
outstanding at any time reduces quarterly commencing March 31, 1998 through the
May 16, 2000 maturity date. Subject to the satisfaction of certain conditions
precedent, the Company may extend the maturity date of the Original NationsBank
Loans to December 31, 2000 and such loans will bear interest based on LIBOR plus
2.125%. As of December 31, 1998, the outstanding balance on the Original
NationsBank Loans was $80 million. On each of March 31, 1999, June 30, 1999 and
September 30, 1999, the Company repaid $6.25 million bringing the outstanding
balance of the Original NationsBank Loans down to $61.25 million as of September
30, 1999.
New NationsBank Credit Facility
The Company entered into a second Credit Agreement (the "New NationsBank Credit
Agreement") as of April 12, 1999, with NationsBank, pursuant to which
NationsBank agreed to make additional term loans (the "New NationsBank Loans")
to the Company in an aggregate principal amount of up to $47 million.
NationsBank made the first term loan to the Company, under the New NationsBank
Credit Agreement, in the principal amount of $5 million on April 28, 1999. A
second term loan was made to the Company on June 28, 1999 in the principal
amount of $25 million, and a third was made on September 27, 1999 in the
principal amount of $10 million. Similar to the Original NationsBank Credit
Agreement, the Company may elect interest periods based on one, two, three, or
six month LIBOR. Interest accrues at LIBOR plus 2.50% and is payable at the end
of each interest period. The maximum amount of the New NationsBank Loans which
may be outstanding at any time reduces quarterly commencing December 31, 1999
through the May 16, 2000 maturity date. Subject to the satisfaction of certain
conditions precedent, the Company may extend the maturity date of the New
NationsBank Loans to December 31, 2000 and such loans will bear interest based
on LIBOR plus 2.50%.
In connection with the New NationsBank Credit Agreement, the Company purchased
an interest rate protection agreement from Goldman Sachs Capital Markets L.P.,
capping LIBOR at 7.85%.
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<PAGE> 8
RCPI TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
As a condition to making the New NationsBank Loans, the holder of the 14%
Debentures and the Company amended the intercreditor and subordination
agreement, executed as part of the Original NationsBank Loans to include the New
NationsBank Loans (the Original NationsBank Loans and the New NationsBank Loans
are hereafter collectively referred to as the "NationsBank Loans"). The
intercreditor and subordination agreement provides that the holder of the 14%
Debentures agrees (i) to subordinate payment on the 14% Debentures to the
NationsBank Loans, (ii) that in certain circumstances interest would accrue but
not be paid on the 14% Debentures, and (iii) that NationsBank may take certain
actions on behalf of the holder of the 14% Debentures upon the occurrence of
certain bankruptcy related events in respect of the Company.
In addition, certain members of the Investor Group (as defined in the December
31, 1998 Form 10-K) and/or certain of their affiliates entered into a Limited
Recourse Agreement dated as of April 12, 1999, in favor of NationsBank.
4. RELATED PARTY TRANSACTIONS
During 1999, the Company paid a $470,000 investment banking fee to Goldman,
Sachs & Co., an affiliate of one member of the Investor Group, related to the
closing of the New NationsBank Loans (see Note 3). This fee was capitalized as a
component of deferred costs in the accompanying September 30, 1999 balance
sheet.
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<PAGE> 9
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 September 30, 1999, Rockefeller Center (the "Property"), exclusive of 1.5
million square feet owned directly by the National Broadcasting Company, Inc.
and NBC Trust No. 1996A, was approximately 93.2% occupied. Occupancy rates for
the Property at various dates are presented in the following table:
<TABLE>
<S> <C>
June 30, 1999 92.5%
March 31, 1999 92.4%
December 31, 1998 93.0%
September 30, 1998 89.6%
June 30, 1998 88.1%
March 31, 1998 88.1%
</TABLE>
The following table shows selected lease expirations and vacancy of the Property
as of September 30, 1999. 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>
Vacant 400,205 6.8%
1999 74,208 1.3%
2000 427,748 7.2%
2001 149,037 2.5%
2002 233,334 4.0%
2003 184,471 3.1%
Thereafter 4,430,694 75.1%
--------- -----
Total 5,899,697 100.0%
========== ======
</TABLE>
Debt
The Zero Coupons, due December 31, 2000, accrete to a face value of
approximately $586.2 million at an effective annual interest rate of 12.10%. At
September 30, 1999 and December 31, 1998, the carrying value of the Zero
Coupons, net of unamortized discount, was approximately $504.3 million and
$460.8 million, respectively.
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
September 30, 1999 and December 31, 1998, the carrying value of the 14%
Debentures was approximately $96.8 million and $98.1 million, respectively.
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<PAGE> 10
RCPI TRUST
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As of September 30, 1999, the Original NationsBank Loans have an aggregate
principal balance of $61.25 million and mature 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.
As of September 30, 1999, the New NationsBank Loans have an aggregate principal
balance of $40 million and mature 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 2.50% and is payable monthly in arrears.
Cash Flow
During the nine months ended September 30, 1999, the Company received cash flows
of approximately $42.3 million from operations of the Property. The Company used
part of this cash flow from operations and draws on the New NationsBank Credit
Agreement totaling $40 million to fund tenant improvements, building
improvements and other leasing costs totaling approximately $56.9 million. The
Company also made a $6.25 million amortization payment on the Original
NationsBank Loans on each of March 31, 1999, June 30, 1999 and September 30,
1999 from its cash flow from operations.
The Company believes that its current cash balance and future cash flows from
operations will be sufficient to fund its capital and debt service requirements
for the foreseeable future.
Beginning in January 1999, the Company commenced a retail redevelopment project
which includes, among other things, the restoration of the Channel Gardens,
repaving of Rockefeller Plaza, refurbishment of the common area in the concourse
under 30 Rockefeller Plaza and the completion of numerous new retail stores.
Such work is scheduled to be finished by the end of 1999.
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 nine months ended September 30, 1999 increased
approximately $10.4 million and $29.3 million, respectively, from the quarter
and the nine months ended September 30, 1998 and is due mainly to higher rental
rates on new leases, which did not exist in the prior year. Additionally, the
Company signed several new retail leases which had lease and rent commencement
dates after the first nine months of 1998 and the occupancy level increased to
93.2% as of September 30, 1999, as compared to 89.6% as of September 30, 1998.
Interest and other income decreased for the quarter and the nine months ended
September 30, 1999, as compared to the quarter and the nine months ended
September 30, 1998, primarily due to lower interest income. The decrease in
interest income was due to a lower average cash balance during both the quarter
ended and nine months ended September 30, 1999 as compared to the quarter ended
and nine months ended September 30, 1998.
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<PAGE> 11
RCPI TRUST
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Interest expense has increased by approximately $1.8 million and $5.4 million
for the quarter and the nine months ended September 30, 1999, respectively, as
compared to the quarter and the nine months ended September 30, 1998, primarily
due to the increase in the outstanding debt balance. Total outstanding debt as
of September 30, 1999 was approximately $702.4 million, as compared to $630.6
million as of September 30, 1998. The increase is due primarily to accretion of
the Zero Coupons and additional draws under the NationsBank credit facilities
which have increased by $21.25 million net of repayments since December 31,
1998.
The increase in depreciation and amortization expense of approximately $1.4
million and $5.1 million for the quarter and the nine months ended September 30,
1999, respectively, as compared to the quarter and the nine months ended
September 30, 1998, was primarily due to additional capital projects at the
Property being placed into service since September 30, 1998 and due to
additional tenant improvements and leasing commissions expended as a result of
increased leasing activity. Additionally, the increase in amortization expense
was due to the adoption of the provisions of SOP 98-5 "Reporting on the Costs of
Start-Up Activities" effective January 1, 1999. This required the write-off of
the Company's remaining organizational costs of approximately $1.34 million.
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<PAGE> 12
RCPI TRUST
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has no material exposure to market risk sensitive instruments other
than the NationsBank Loans. The market risk associated with this floating rate
loan is minimized by an interest rate protection agreement which caps out the
floating rate on the Original NationsBank Loans at 7.69% during the first two
years of the initial term and 8.69% thereafter, including the extension period.
The floating rate on the New NationsBank Loans is capped at 7.85% by an interest
rate protection agreement during the entire term. The Company enters into
derivative instruments only to hedge its exposure to changes in interest rates
on some of its outstanding indebtedness, not for speculative or trading
purposes, and does not enter into leveraged derivatives. See Note 6 to the
Financial Statements included in the Company's Form 10-K for the year ended
December 31, 1998 for information about the Company's interest rate protection
agreement with respect to the Original NationsBank Loans.
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<PAGE> 13
RCPI TRUST
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There has been no material change to the status of existing litigation as
reported in the Company's Form 10-K for the year ended December 31, 1998.
-11-
<PAGE> 14
ITEM 6. (a) EXHIBITS
(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
September 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.
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<PAGE> 15
ITEM 6. (a) EXHIBITS (Cont'd)
(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., 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 September 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 September 30, 1997.
(10.9) Intercreditor and Subordination Agreement, dated as of May 16,
1997, between the Company and WHRC Real Estate Limited
Partnership is incorporated by reference to Exhibit 4.7 to the
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1997.
(10.10) Limited Recourse 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 September
30, 1997.
(10.11) Amendment to the May 16, 1997 Credit Agreement, dated as of
April 12, 1999, between the Company and NationsBank of Texas,
N.A. is incorporated by reference to Exhibit 10.11 to the
Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1999.
(10.12) Credit Agreement, dated as of April 12, 1999, between the
Company and NationsBank of Texas, N.A. is incorporated by
reference to Exhibit 10.13 to the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1999.
(10.13) Amended and Restated Intercreditor and Subordination
Agreement, dated as of April 12, 1999, between the Company and
WHRC Real Estate Limited Partnership is incorporated by
reference to Exhibit 10.13 to the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1999.
(27.1) Company's Financial Data Schedule.
(b) REPORTS ON FORM 8-K
No Current Reports on Form 8-K have been filed during the last
fiscal quarter.
-13-
<PAGE> 16
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: November 15, 1999 By: /s/ David Augarten
------------------
David Augarten
Vice President
(Principal Financial Officer)
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from RCPI Trust's
Balance Sheet as of September 30, 1999 and RCPI Trust's Statement of Operations
for the quarter ended September 30, 1999 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-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 36,097
<SECURITIES> 0
<RECEIVABLES> 10,412
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 164,188
<PP&E> 902,245
<DEPRECIATION> 60,750
<TOTAL-ASSETS> 1,052,192
<CURRENT-LIABILITIES> 33,223
<BONDS> 702,387
0
0
<COMMON> 0
<OTHER-SE> 316,582
<TOTAL-LIABILITY-AND-EQUITY> 1,052,192
<SALES> 0
<TOTAL-REVENUES> 61,164
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 36,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,995
<INCOME-PRETAX> 6,169
<INCOME-TAX> 0
<INCOME-CONTINUING> 6,169
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,169
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
