<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 March 31, 2000
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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
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RCPI Trust
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(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
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(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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<PAGE> 2
RCPI TRUST
INDEX
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<TABLE>
<CAPTION>
PART I--FINANCIAL INFORMATION PAGE
- ----------------------------- ----
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.
<S> <C>
RCPI Trust, Balance Sheets as of March 31, 2000 (unaudited) and
December 31, 1999 1
RCPI Trust, Statements of Operations for the quarters ended March
31, 2000 and 1999 (unaudited) 2
RCPI Trust, Statements of Cash Flows for the quarters ended March
31, 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 9
PART II--OTHER INFORMATION
- --------------------------
ITEM 1. LEGAL PROCEEDINGS 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
</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 of 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
March 31, 2000 As of
(Unaudited) December 31, 1999
----------------------- -------------------------
<S> <C> <C>
ASSETS
Real estate:
Land $ 158,149 $ 158,149
Buildings and improvements 651,725 651,154
Buildings and improvements - construction in progress 29,863 25,212
Tenant improvements 73,860 69,388
Tenant improvements - construction in progress 11,534 11,802
Furniture, fixtures and equipment 8,306 8,187
----------------------- -------------------------
933,437 923,892
Less: Accumulated depreciation and amortization (73,747) (67,512)
----------------------- -------------------------
859,690 856,380
Cash and cash equivalents 19,449 45,967
Restricted cash 11,639 10,803
Accounts receivable 9,691 7,454
Prepaid expenses 9,767 1,392
Deferred costs, net of accumulated
amortization of $12,559 and $10,726, respectively 56,077 50,524
Accrued rent 115,907 114,851
----------------------- -------------------------
Total Assets $ 1,082,220 $ 1,087,371
======================= =========================
LIABILITIES AND OWNERS' EQUITY
Liabilities:
Zero coupon convertible debentures, net of unamortized
discount of $50,604 and $66,484, respectively $ 535,581 $ 519,701
14% debentures, includes premium of $20,935 and $21,393,
respectively 95,935 96,393
NationsBank loans 77,000 95,000
Accrued interest payable 1,997 4,708
Accounts payable and accrued expenses 18,824 21,312
Tenant security deposits payable 11,061 10,234
----------------------- -------------------------
Total Liabilities 740,398 747,348
Commitments and Contingencies
Owners' Equity 341,822 340,023
----------------------- -------------------------
Total Liabilities and Owners' Equity $ 1,082,220 $ 1,087,371
======================= =========================
</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
March 31, 2000 March 31, 1999
----------------------- -----------------------
<S> <C> <C>
Revenues:
Base rental $ 55,772 $ 56,103
Escalations and percentage rents 2,533 1,881
Interest and other income 2,053 1,012
----------------------- -----------------------
Total revenues 60,358 58,996
----------------------- -----------------------
Expenses:
Interest 20,009 17,626
Real estate taxes 8,766 8,758
Payroll and benefits 5,978 5,139
Repairs, maintenance and supplies 4,060 3,124
Utilities 5,014 3,738
Cleaning 3,873 3,423
Professional fees 370 497
Insurance 443 222
Management and accounting fees 1,108 948
General and administration 832 769
Depreciation and amortization 8,107 7,889
----------------------- -----------------------
Total expenses 58,560 52,133
----------------------- -----------------------
Net income $ 1,798 $ 6,863
======================= =======================
</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 Quarters Ended
March 31, 2000 March 31, 1999
----------------------- -----------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 1,798 $ 6,863
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of original issue discount and premium 15,422 13,665
Depreciation and amortization 8,107 7,889
Increase in restricted cash (836) (930)
(Increase) decrease in accounts receivable (2,237) 3,530
Increase in prepaid expenses (8,375) (8,734)
Increase in accrued rent (1,056) (9,900)
(Decrease) increase in accounts payable, accrued expenses
and tenant security deposits payable (1,025) 1,513
Decrease in accrued interest payable (2,711) (2,824)
----------------------- -----------------------
Net cash provided by operating activities 9,087 11,072
----------------------- -----------------------
Cash Flows from Investing Activities:
Additions to building and improvements (5,894) (4,515)
Additions to tenant improvements (4,778) (6,136)
Additions to furniture, fixtures and equipment (119) (191)
Additions to deferred costs (6,814) (11,321)
----------------------- -----------------------
Net cash used in investing activities (17,605) (22,163)
----------------------- -----------------------
Cash Flows from Financing Activities:
Repayment of NationsBank loans (18,000) (6,250)
----------------------- -----------------------
Net cash used in financing activities (18,000) (6,250)
----------------------- -----------------------
Decrease in cash and cash equivalents (26,518) (17,341)
Cash and cash equivalents at beginning of period 45,967 31,270
----------------------- -----------------------
Cash and cash equivalents at end of period $ 19,449 $ 13,929
======================= =======================
</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 March 31, 2000 and the statements of operations
and cash flows for the quarters ended March 31, 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 quarter
ended March 31, 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 accrues at
LIBOR plus 1.75%. 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,
4
<PAGE> 7
RCPI TRUST
NOTES TO FINANCIAL STATEMENTS (CONT'D)
(UNAUDITED)
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, 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.
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 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%. 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.
In connection with the New NationsBank Credit Agreement, 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 7.85%.
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 (as defined
in the December 31, 1999 Form 10-K) 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 and/or certain of
their affiliates entered into a Limited Recourse Agreement dated as of
April 12, 1999, in favor of NationsBank.
4. SUBSEQUENT EVENTS
On April 13, 2000, the Company exercised its option to extend the
maturity date of the NationsBank Loans to December 31, 2000. Pursuant to
the Original NationsBank Credit Agreement, the Company is 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. Pursuant to the New NationsBank Credit Agreement, the
Company is 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.
5
<PAGE> 8
RCPI TRUST
NOTES TO FINANCIAL STATEMENTS (CONT'D)
(UNAUDITED)
In connection with the extension of the NationsBank Loans, the Company
purchased interest rate protection agreements from Goldman Sachs capping
LIBOR at 8.0% and 7.5% on the Original NationsBank Credit Agreement and
the New NationsBank Credit Agreement, respectively.
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 March 31, 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:
<TABLE>
<S> <C> <C> <C>
December 31, 1999 94.0% March 31, 1999 92.4%
September 30, 1999 93.2% December 31, 1998 93.0%
June 30, 1999 92.5% September 30, 1998 89.6%
</TABLE>
The following table shows selected lease expirations and vacancy of the
Property as of March 31, 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 422,826 7.2%
2001 147,279 2.5%
2002 231,242 3.9%
2003 178,422 3.0%
2004 537,070 9.1%
Thereafter 4,374,268 74.3%
---------- -------
Total 5,891,107 100.0%
========== ======
</TABLE>
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 March 31, 2000 and December
31, 1999, the carrying value of the Zero Coupons, net of unamortized
discount, was approximately $535.6 million and $519.7 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 March 31, 2000 and December 31, 1999, the carrying
value of the 14% Debentures was approximately $95.9 million and $96.4
million, respectively.
7
<PAGE> 10
RCPI TRUST
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
As of March 31, 2000, the Original NationsBank Loans have an aggregate
principal balance of $45 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 March 31, 2000, the New NationsBank Loans have an aggregate
principal balance of $32 million and mature on May 16, 2000. The Company
may elect interest periods based upon 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 quarter ended March 31, 2000, the Company received cash flows
of approximately $9.1 million from operations of the Property. The
Company used this cash flow from operations to partially fund tenant
improvements, building improvements and other leasing costs. Any
remaining tenant or building improvements and leasing costs, which
totaled an additional $8.5 million, were funded through the Company's
existing working capital. The Company also used its existing working
capital to make an $18 million amortization 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, will 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
Interest expense increased by approximately $2.4 million for the quarter
ended March 31, 2000, as compared to the quarter ended March 31, 1999,
primarily due to the increase in the outstanding debt balance. Total
outstanding debt as of March 31, 2000 was approximately $708.5 million as
compared to $646.3 million as of March 31, 1999. The increase is due
primarily to accretion of the Zero Coupons and a higher loan balance on
the NationsBank credit facilities. The NationsBank Loans were at $95
million for the first quarter of 2000 and were at $80 million for the
first quarter of 1999.
The increase in depreciation and amortization expense of approximately
$0.2 million from the first quarter of 1999 to the first quarter of 2000
is primarily due to additional capital expenditures being placed into
service at the property between the first quarter of 1999 and the first
quarter of 2000. Additionally, amortization expense for the first quarter
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.
8
<PAGE> 11
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. The floating rate on the New NationsBank Loans is 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 information
about the Company's interest rate protection agreements.
9
<PAGE> 12
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.
10
<PAGE> 13
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 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.
11
<PAGE> 14
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.
12
<PAGE> 15
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: May 9, 2000 By: /s/David Augarten
-------------------------------
David Augarten
Vice President
(Principal Financial Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from RCPI Trust's
Balance Sheet as of March 31, 2000 and RCPI Trust's Statement of Operations for
the quarter ended March 31, 2000 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-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 19,449
<SECURITIES> 0
<RECEIVABLES> 9,691
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 38,907
<PP&E> 933,437
<DEPRECIATION> 73,747
<TOTAL-ASSETS> 1,082,220
<CURRENT-LIABILITIES> 97,821
<BONDS> 631,516
0
0
<COMMON> 0
<OTHER-SE> 341,822
<TOTAL-LIABILITY-AND-EQUITY> 1,082,220
<SALES> 0
<TOTAL-REVENUES> 60,358
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 38,551
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,009
<INCOME-PRETAX> 1,798
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,798
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,798
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
