<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, 2000
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
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(Address of principal executive offices) (Zip Code)
(212) 332-6500
----------------------------------------------------
(Registrant's telephone number, including area code)
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(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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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 June 30, 2000 (unaudited) and
December 31, 1999 1
RCPI Trust, Statements of Operations for the quarters and the
six months ended June 30, 2000 and 1999 (unaudited) 2
RCPI Trust, Statements of Cash Flows for the six months ended
June 30, 2000 and 1999 (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 11
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
</TABLE>
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE PRIVATE 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
June 30, 2000 As of
(Unaudited) December 31, 1999
----------- -----------------
<S> <C> <C>
ASSETS
Real estate:
Land $ 158,149 $ 158,149
Buildings and improvements 651,157 651,154
Buildings and improvements - construction in progress 36,188 25,212
Tenant improvements 77,447 69,388
Tenant improvements - construction in progress 13,334 11,802
Furniture, fixtures and equipment 8,661 8,187
----------- -----------
944,936 923,892
Less: Accumulated depreciation and amortization (80,070) (67,512)
----------- -----------
864,866 856,380
Cash and cash equivalents 40,044 45,967
Restricted cash 10,039 10,803
Accounts receivable 8,986 7,454
Prepaid expenses 764 1,392
Deferred costs, net of accumulated
amortization of $8,404 and $10,726, respectively 56,367 50,524
Accrued rent 120,018 114,851
----------- -----------
Total Assets $ 1,101,084 $ 1,087,371
=========== ===========
LIABILITIES AND OWNERS' EQUITY
Liabilities:
Zero coupon convertible debentures, net of unamortized
discount of $34,239 and $66,484, respectively $ 551,946 $ 519,701
14% debentures, includes premium of $20,467 and $21,393,
respectively 95,467 96,393
NationsBank loans 77,000 95,000
Accrued interest payable 4,614 4,708
Accounts payable and accrued expenses 14,807 21,312
Tenant security deposits payable 9,395 10,234
----------- -----------
Total Liabilities 753,229 747,348
Commitments and Contingencies
Owners' Equity 347,855 340,023
----------- -----------
Total Liabilities and Owners' Equity $ 1,101,084 $ 1,087,371
=========== ===========
</TABLE>
See notes to the financial statements.
1
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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, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Base rental $ 59,746 $ 57,593 $115,518 $113,696
Escalations and percentage rents 2,961 1,116 5,494 2,997
Interest and other income 1,274 1,371 3,327 2,383
-------- -------- -------- --------
Total revenues 63,981 60,080 124,339 119,076
-------- -------- -------- --------
Expenses:
Interest 21,926 18,693 41,935 36,641
Real estate taxes 8,128 8,733 16,894 17,491
Payroll and benefits 6,092 5,152 12,070 10,291
Repairs, maintenance and supplies 3,154 3,465 7,214 6,589
Utilities 2,591 2,445 7,604 6,183
Cleaning 3,829 3,434 7,702 6,857
Professional fees 652 500 1,022 997
Insurance 337 227 780 449
Management and accounting fees 1,148 959 2,256 1,907
General and administration 3,036 1,061 3,869 1,830
Depreciation and amortization 7,055 6,618 15,162 14,185
-------- -------- -------- --------
Total expenses 57,948 51,287 116,508 103,420
-------- -------- -------- --------
Net income $ 6,033 $ 8,793 $ 7,831 $ 15,656
======== ======== ======== ========
</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, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 7,831 $ 15,656
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of original issue discount and premium 31,319 27,747
Depreciation and amortization 16,689 15,109
Decrease (increase) in restricted cash 764 (368)
(Increase) decrease in accounts receivable (1,532) 2,171
Decrease in prepaid expenses 628 345
Increase in accrued rent (5,167) (20,437)
Decrease in accounts payable, accrued expenses
and tenant security deposits payable (4,875) (3,090)
Decrease in accrued interest payable (94) (139)
-------- --------
Net cash provided by operating activities 45,563 36,994
-------- --------
Cash Flows from Investing Activities:
Additions to building and improvements (11,613) (17,105)
Additions to tenant improvements (10,680) (11,428)
Additions to furniture, fixtures and equipment (474) (289)
Additions to deferred costs (10,719) (9,015)
-------- --------
Net cash used in investing activities (33,486) (37,837)
-------- --------
Cash Flows from Financing Activities:
Proceeds from NationsBank loans -- 30,000
Payment of deferred financing fees -- (1,783)
Repayment of NationsBank loans (18,000) (12,500)
-------- --------
Net cash (used in) provided by financing activities (18,000) 15,717
-------- --------
(Decrease) increase in cash and cash equivalents (5,923) 14,874
Cash and cash equivalents at beginning of period 45,967 31,270
-------- --------
Cash and cash equivalents at end of period $ 40,044 $ 46,144
======== ========
</TABLE>
See notes to the financial statements.
3
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RCPI TRUST
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL STATEMENTS
The balance sheet as of June 30, 2000 and the statements of operations and
cash flows for the quarters ended and for the six months ended June 30,
2000 and 1999 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, 1999.
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 six
months ended June 30, 1999.
Reclassifications
Certain prior period amounts have been reclassified to conform with
current period presentation.
New Accounting Pronouncement
During 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which provides that all derivative
instruments should be recognized as either assets or liabilities depending
on the rights and obligations under the contract and that all derivative
instruments be measured at fair value. This pronouncement is required to
be adopted by January 1, 2001. Management has not yet quantified the
impact that adoption of this pronouncement will have on the Company's
financial statements.
3. DEBT
NationsBank Credit Facility
On May 16, 1997, the Company entered into a credit agreement (the
"Original NationsBank Credit Agreement") with NationsBank 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 Company may elect interest
periods based on one, two, three or six month LIBOR. Interest accrued at
LIBOR plus 1.75% for the initial term. The maximum amount of the Original
NationsBank Loans which may be outstanding at any time reduced quarterly
commencing March 31,
4
<PAGE> 7
RCPI TRUST
NOTES TO FINANCIAL STATEMENTS (CONT'D)
(UNAUDITED)
1998 through the original May 16, 2000 maturity date. As of December 31,
1999, the outstanding balance on the Original NationsBank Loans was $55
million. On March 31, 2000, the Company repaid $10 million bringing the
outstanding balance of the Original NationsBank Loans down to $45 million.
On April 13, 2000, the Company exercised its option to extend the maturity
date of the Original NationsBank Loans to December 31, 2000. Such loans
bear interest based on LIBOR plus 2.125% during the extension period.
Pursuant to the Original NationsBank Credit Agreement, the Company was
required to make principal payments of $10 million on each of June 30,
2000 and September 30, 2000 and a final principal payment of $25 million
on December 31, 2000. On June 29, 2000, the Company entered into a waiver
agreement with Bank of America, N.A. ("BOA", formerly NationsBank),
whereby BOA waived the provision of the Original NationsBank Credit
Agreement that required the Company to make principal payments on June 30,
2000 and September 30, 2000. Under this agreement, the Company is now only
required to make a principal payment of $45 million on December 31, 2000.
In connection with the extension of the Original NationsBank Loans, the
Company purchased an interest rate protection agreement from Goldman Sachs
Capital Markets, L.P. ("Goldman Sachs"), an affiliate of a member of the
Investor Group (as defined in the December 31, 1999 Form 10-K), capping
LIBOR at 8.0%.
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. Similar to the Original NationsBank Credit Agreement, the
Company may elect interest periods based on one, two, three, or six month
LIBOR. Interest accrued at LIBOR plus 2.50% for the initial term 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 reduced quarterly
commencing December 31, 1999 through the original May 16, 2000 maturity
date. As of December 31, 1999, the outstanding balance on the New
NationsBank Loans was $40 million. On March 31, 2000, the Company repaid
$8 million, bringing the outstanding balance of the New NationsBank Loans
down to $32 million.
As a condition to making the New NationsBank Loans, the holder of the 14%
Debentures (as defined in the December 31, 1999 Form 10-K) 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
5
<PAGE> 8
RCPI TRUST
NOTES TO FINANCIAL STATEMENTS (CONT'D)
(UNAUDITED)
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 and/or certain of their
affiliates entered into a Limited Recourse Agreement dated as of April 12,
1999, in favor of NationsBank.
On April 13, 2000, the Company exercised its option to extend the maturity
date of the New NationsBank Loans to December 31, 2000. Such loans bear
interest based on LIBOR plus 2.5% during the extension period. Pursuant to
the New NationsBank Credit Agreement, the Company was required to make
principal payments of $10 million on each of June 30, 2000 and September
30, 2000 and a final principal payment of $12 million on December 31,
2000. On June 29, 2000, the Company entered into a waiver agreement with
BOA, whereby BOA waived the provision of the New NationsBank Credit
Agreement that required the Company to make a principal payment on June
30, 2000. Under this agreement, the Company is now only required to make
principal payments of $10 million on September 30, 2000 and a final
principal payment of $22 million on December 31, 2000.
In connection with the extension of the New NationsBank Loans, the Company
purchased an interest rate protection agreement from Goldman Sachs capping
LIBOR at 7.5%.
6
<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 June 30, 2000, 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 95.1% occupied. Occupancy rates for the
Property at various dates are presented in the following table:
March 31, 2000 95.1% June 30, 1999 92.5%
December 31, 1999 94.0% March 31, 1999 92.4%
September 30, 1999 93.2% December 31, 1998 93.0%
The following table shows selected lease expirations and vacancy of the Property
as of June 30, 2000. 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>
2000 365,589 6.2%
2001 148,155 2.5%
2002 224,544 3.8%
2003 170,920 2.9%
2004 545,424 9.3%
Thereafter 4,436,475 75.3%
---------- -----
Total 5,891,107 100.0%
========== ======
</TABLE>
Consideration of Possible Sale or Recapitalization of the Property
On May 22, 2000, the Company announced that it had decided to explore a possible
sale or recapitalization of the Property. The Company has retained Goldman,
Sachs & Co. to identify and evaluate possible alternatives and potential
purchasers. The Company has not made any decision about when such a possible
transaction may occur or about whether such a transaction would be a sale,
recapitalization or other type of transaction. There is no assurance that the
Company will either sell or recapitalize the Property.
Debt
The Zero Coupon Convertible Debentures (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 June 30, 2000 and December 31, 1999, the
carrying value of the Zero Coupons, net of unamortized discount, was
approximately $551.9 million and $519.7 million, respectively.
The Zero Coupons were issued under an
7
<PAGE> 10
RCPI TRUST
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Indenture, dated as of September 15, 1985 (as supplemented, the "Indenture"),
between Rockefeller Center Properties, Inc. ("RCPI") and The United States Trust
Company of New York (as successor to Manufacturers Hanover Trust Company), as
Trustee. As of July 10, 1996, the Company became the successor to RCPI under the
Indenture. The Zero Coupons were originally convertible into shares of common
stock of RCPI on December 31, 2000 (the "Conversion Date") 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 on the
Conversion Date 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 RCPI common stock as described above, each Zero Coupon is
convertible, on the Conversion 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 RCPI into which the Zero Coupon was originally
convertible. Under this formula, each $1,000 principal amount of Zero Coupons
became convertible on the Conversion Date into $368.48 (the "Conversion
Payment"), subject to the holder's giving notice of election to convert his Zero
Coupons into cash not more than 180 days nor less than 150 days prior to the
Conversion Date. 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. Holders were required under the terms of the
Indenture to give notice of their election either to convert their Zero Coupons
into cash or to exchange their Zero Coupons for Floating Rate Notes, and to
surrender their Zero Coupons for such conversion or exchange, by August 3, 2000.
Under the terms of the Indenture, a holder of a Zero Coupon who failed to timely
surrender the Zero Coupon for conversion or exchange will be deemed to have
elected to exchange the Zero Coupon for Floating Rate Notes on the Conversion
Date. As a result of the foregoing, all Zero Coupons will be exchanged for
Floating Rate Notes on the Conversion Date except for Zero Coupons whose holders
elected by August 3, 2000 to convert their Zero Coupons into the Conversion
Payment.
The Floating Rate Notes to be exchanged for the Zero Coupons 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 LIBOR plus a spread of 1.00%.
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, 2000 and December 31, 1999, the carrying value of the 14% Debentures was
approximately $95.5 million and $96.4 million, respectively.
As of June 30, 2000, the Original NationsBank Loans have an aggregate principal
balance of $45 million and mature on December 31, 2000. The Company may elect
interest periods based on one, two, three or six month LIBOR. Interest accrues
at LIBOR plus 2.125% and is payable monthly in arrears.
As of June 30, 2000, the New NationsBank Loans have an aggregate principal
balance of $32 million and mature on December 31, 2000. The Company may elect
interest periods based upon one, two, three or six month LIBOR. Interest accrues
at LIBOR plus 2.50% and is payable monthly in arrears.
8
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RCPI TRUST
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Cash Flow
During the six months ended June 30, 2000, the Company received cash flows of
approximately $45.6 million from operations of the Property. The Company used
this cash flow from operations to fund tenant improvements, building
improvements and other leasing costs totaling approximately $33.5 million. The
Company also used a portion of its existing working capital to make an $18
million principal payment on the NationsBank Loans on March 31, 2000.
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. Deficiencies, if any, are expected to be covered by
additional financing or equity contributions.
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 six months ended June 30, 2000 increased approximately $1.8
million from the six months ended June 30, 1999 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 six months of 1999, and the occupancy level
for the Property increased to 95.1%, as compared to 92.5% as of June 30, 1999.
Interest expense increased by approximately $3.2 million and $5.3 million for
the quarter and six months ended June 30, 2000, as compared to the quarter and
six months ended June 30, 1999, primarily due to the increase in the outstanding
debt balance. Total outstanding debt as of June 30, 2000 was approximately
$724.4 million as compared to $684.1 million as of June 30, 1999. The increase
is due primarily to accretion of the Zero Coupons.
Utilities expense for the six months ended June 30, 2000 increased by
approximately $1.4 million as compared to the six months ended June 30, 2000,
primarily due to an increase in fuel adjustments.
General and administrative costs have increased for both the quarter and six
months ended June 30, 2000, as compared to the quarter and six months ended June
30, 1999, by approximately $2.0 million. The increase is primarily due to a
one-time negotiated retail consulting fee.
The increase in payroll and benefits of approximately $0.9 million and $1.8
million during the quarter and six months ended June 30, 2000, respectively, as
compared to the quarter and six months ended June 30, 1999, is a result of
increased security and mechanical services.
The increase in depreciation and amortization expense of approximately $1.0
million from the first six months of 1999 to the first six months of 2000 is
primarily due to additional capital expenditures being
9
<PAGE> 12
RCPI TRUST
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
placed into service at the Property between the first six months of 1999 and the
first six months of 2000. Additionally, amortization expense for the first six
months of 1999 included the adoption of the provisions of SOP 98-5 "Reporting on
the Costs of Start-up Activities". This required the write-off of the Company's
remaining organizational costs of approximately $1.34 million.
10
<PAGE> 13
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 capped the
floating rate on the Original NationsBank Loans at 7.69% during the first two
years of the initial term and 8.69% thereafter. The floating rate on the New
NationsBank Loans was capped at 7.85% during the entire term by an interest rate
protection agreement. In connection with the extension of the NationsBank Loans,
the Company purchased additional interest rate protection agreements, capping
LIBOR at 8.0% and 7.5% on the Original NationsBank Credit Agreement and the New
NationsBank Credit Agreement, respectively, for the extension 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 5 to
the Financial Statements included in the Company's Form 10-K for the year ended
December 31, 1999 for additional information about the Company's interest rate
protection agreements.
11
<PAGE> 14
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, 1999.
12
<PAGE> 15
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
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 Rockefeller
Center Properties, Inc.'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 Goldman
Sachs Mortgage Company, 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.
13
<PAGE> 16
ITEM 6. (a) EXHIBITS
(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 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 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 June 30,
1997.
(10.11) Amendment to the May 16, 1997 Credit Agreement, dated as of
April 12, 1999, between the Company and NationsBank, 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, N.A. is incorporated by reference to
Exhibit 10.12 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.
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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 thereunto duly authorized.
RCPI TRUST
Date: August 14, 2000 By: /s/ David Augarten
----------------------------
David Augarten
Vice President
(Principal Financial Officer)
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