TCR_Public/950511.MBX


BANKRUPTCY CREDITORS' SERVICE, INC.


  


  

ROCKEFELLER CENTER PROPERTIES AND RCP ASSOCIATES SEEK FINANCIAL
RESTRUCTURING


  

  NEW YORK, May 11, 1995 -- Rockefeller Center  
Properties and RCP Associates
, two partnerships that own the twelve original  
buildings at Rockefeller Center, announced today that because of the impact of the  
deep and prolonged recession in the New York real estate market, they have requested  
protection under the provisions of Chapter 11 of the United States Bankruptcy  
Code in a petition filed today in the U.S. Bankruptcy Court in New York.   


  The partnerships said that this action will enable them to develop a  
reorganization plan that will be in the best interests of the creditors,  
tenants and employees of the properties and will ensure that the properties  
will remain a vital element in New York City's economy for many years to come.  


  The partnerships are owned by Rockefeller Group, Inc.   
The filing involves only these two partnerships.  No other part of Rockefeller Group,  
Inc. is affected.   


  In 1985 the two partnerships borrowed $1.3 billion from Rockefeller Center  
Properties, Inc. (RCPI), a publicly held real estate investment trust.  Rental  
income from Rockefeller Center declined because of the severely deteriorating  
market for office space in the real estate market of the 1990s.  Consequently,  
the cumulative cash shortfall substantially exceeded original projections,  
reaching $623 million.   


  Rental income is, and will continue to be, insufficient to cover interest on  
the mortgage.  Between 1995 and 2007, when the mortgage loan matures, the cash  
shortfall is expected to increase by an additional $400 million.   


  Because this situation is not sustainable, extensive negotiations have been  
conducted with the lender, RCPI.  These negotiations included proposals to  
acquire RCPI's outstanding public shares as well as to renegotiate the terms  
of the mortgage loan.  Because no agreement could be reached, the only  
available decision was to seek protection under the bankruptcy code in order  
to restructure the partnerships' debt.   


  The partnerships stated that, "In the past 10 years, the owners have  
invested in excess of $300 million in capital improvements to keep Rockefeller  
Center as the premier commercial real estate property in New York and the  
pre-eminent international business address."   


  "The result of this significant financial support is evident in the state of  
the art technology and quality of services and amenities throughout the  
60-year old architectural masterpiece."   


  "The orderly resolution of the financial burdens now facing the property  
will allow us to ensure the Center's long term future.  In the interim, it is  
anticipated that the quality of services provided to current and prospective  
tenants will be unaffected," the partnership stated.     


                 ADDITIONAL BACKGROUND INFORMATION    


  Who are the parties filing?


  Rockefeller Center Properties and RCP Associates are the two partnerships  
that are filing.  These partnerships are the legal owners of the property.   
The buildings affected are:  the GE Building, the NBC Studio Building, the GE  
Building West, 1270 Avenue of the Americas, the Associated Press Building, the  
International Building, the British Building, La Maison Francaise, One  
Rockefeller Plaza, Ten Rockefeller Plaza, the Simon & Schuster Building, and  
600 Fifth Avenue (the Lower Plaza and other parcels).    


  Why is Chapter 11 the only solution available?  


  Rental income from Rockefeller Center declined because of the severely  
deteriorating market for office space in midtown Manhattan in the real estate  
market of the 1990s.  The cumulative cash shortfall substantially exceeded  
original projections, reaching $623 million in March of 1995.  The New York  
City real estate market is not expected to sufficiently recover to offset the  
shortfall.    


  What is Chapter 11?  


  The provisions of Chapter 11 provide two important benefits:  first, Chapter  
11 stops creditors from seeking repayments until a restructuring plan is  
adopted; second, chapter 11 protects the company and its employees by  
requiring "business as usual."  The partnerships, RCP and RCP Associates, will  
prepare a reorganization plan with due consideration given to all involved  
parties.    


  How long will it take to develop a plan?  


  The partnerships intend to proceed expeditiously and look forward to working  
constructively with all constituencies to develop a plan of reorganization.   
We cannot at this time provide a time frame.    


  How will the reorganization affect the tenants?  


  It won't.    


  How will the reorganization affect the employees?  


  Everyone will be paid with court approval.    


  To date, how much have the partnerships lost on the property?  


  In March of 1995, the cumulative shortfall was $623 million.    


  Will rental income continue to be insufficient to cover the partnerships  
interest payments?  


  Yes.    


  Why?  


  The New York City real estate market is not expected to sufficiently recover  
to offset the partnerships' interest payments.    


  What is the expected shortfall?  


  Between 1995 and 2007, when the mortgage loan matures the shortfall is  
expected to increase an additional $400 million.    


  When did negotiations begin with RCPI?  


  The parties have been involved with negotiations since the beginning of the  
summer of 1994.    


  What other options did the partnerships propose to RCPI before   
  filing for bankruptcy?  


  The parties' negotiations included proposals to acquire RCPI's outstanding  
public shares as well as to re-negotiate the terms of the mortgage loan.   
Because no agreement could be reached, the only remaining option was to seek  
protection under the bankruptcy code in order to restructure the partnerships'  
debt.    


  How many millions have the partnerships invested in capital   
  improvements to Rockefeller Center over the past ten years?  


  The partnerships have invested in excess of $300 million.  This significant  
capital investment is evident in the state of the art technology and the  
quality of services and amenities throughout this 60-year-old complex.    


  How will the bankruptcy affect the quality of service provided to   
  current tenants?  


  It is anticipated the quality of services will not be affected.     
   Rockefeller Center Properties and RCP Associates Backgrounder    


  In 1985, Rockefeller Center Properties and RCP Associates borrowed $1.3  
billion from Rockefeller Center Properties, Inc. (RCPI), a real estate  
investment trust (REIT).  Funds for the REIT were raised from the public by  
the issuance of common stock and convertible debentures.  The stock is listed  
on the New York Stock Exchange.  As collateral for this loan, RCPI holds a  
mortgage on the 12 landmarked buildings comprising the original Rockefeller  
Center.  The partnerships are owned by Rockefeller Group, Inc. (RGI).   


  RGI, a privately held corporation with interests in real estate, real estate  
services, entertainment and telecommunications, has five subsidiaries.  They  
include:  Rockefeller Center Management Corporation, Rockefeller Center  
Development Corporation, Rockefeller Group Telecommunications Services, Inc.,  
Cushman & Wakefield, Inc. and Radio City Music Hall Productions, Inc.  RGI  
also holds 100 percent ownership interest in the Time & Life Building and a 55  
percent interest in the McGraw-Hill Building.  None of these subsidiaries or  
properties are subject to the RCPI mortgage loan.   


  Ownership of The Rockefeller Group is held by Rockefeller family trusts  
established in 1934 by John D. Rockefeller, Jr. and by the Mitsubishi Estate  
Co. (MEC), a major developer and property owner in Japan.   


  On October 30, 1989, MEC agreed to pay $846 million to acquire a 51 percent  
stake in RGI.  Over the next two years, MEC made an additional investment of  
$527 million to increase its total interest to 80 percent.  The remaining 20  
percent is held by the Rockefeller family trusts.   


  Beginning in the early 1990s and continuing today, global real estate values  
have experienced one of the longest and most severe declines in history.   
Among the hardest hit regions has been the New York City commercial office  
market, where Rockefeller Center is a major player.   


  For the Center this downturn occurred at a time when 40 percent of the  
leases in the REIT properties subject to the mortgage, nearly 3 million square  
feet of space, were due to expire on September 30, 1994.  Even though  
Rockefeller Center management successfully secured approximately 2.2 million  
square feet of that space by the end of 1994, it was forced to do so at market  
rents which fell far below the figures needed to continue to meet the Center's  
mortgage obligations. Consequently, the cumulative cash shortfall  
substantially exceeded original projections, reaching $623 million.  As a  
result, rental income is, and will continue to be insufficient to cover  
interest on the mortgage. Between 1995 and 2007, when the mortgage loan  
matures, the cash shortfall is expected to increase by an additional 400  
million.   


  The total rental income from the property will not significantly increase in  
the years ahead because most of the space in the Center is subject to leases  
that won't expire for 10 to 15 years.  Given these factors, it is expected  
that between the years 1995 and 2007, when the REIT loan matures, the cash  
shortfall will increase by another $400 million.   


  Facing these realties, the shareholders of RGI -- Mitsubishi Estate and the  
Rockefeller family trusts -- began in early 1994 exploring various ways to  
maintain the financial viability of the investment.   


  Having exhausted the options available, the partnerships -- Rockefeller  
Center Properties and RCP Associates -- filed for relief from creditors under  
the provisions of Chapter 11 of the U.S. Bankruptcy Code.   


   It is the intention of the partnerships to restructure their debt and  
emerge with a vital business.    


  PROPERTIES INVOLVED    
  GE Building   
  NBC Studio Building   
  GE Building West   
  1270 Ave. of Americas   
  Associated Press Building   
  International Building   
  British Building   
  La Maison Francaise   
  One Rockefeller Plaza   
  Ten Rockefeller Plaza   
  Simon & Schuster Building   
  600 Fifth Avenue   
  Lower Plaza and other parcels.  
  

                      Background on Chapter 11  
                  GIVING BUSINESSES A FRESH START  

  Through many changes over many years, the bankruptcy code of the United  
States has become a way for companies facing financial difficulties to find a  
way to get a fresh start.  


  Relief under the code means that a business entity has the time to  
restructure its finances and reorganize its obligations in a way that allows  
it to emerge a strong and viable business.  


  Under the law, debts owed at the time of filing are stayed by the court  
until a plan or reorganization can be developed and approved by all interested  
parties.  Until then, the business entity does not have the pressure of those  
creditors seeking payment or by having some creditors gain advantage over  
others by acting first.  


  Expenses that arise after the date of filing that are necessary to keep the  
business going are paid under court supervision and approval. Because the law  
recognizes that wages, salaries and other operating expenses are necessary to  
keep the business going, and because the intent of the law is to preserve the  
business while financial problems are being addressed, the courts generally  
support the proper and current payment of post-filing obligations.  


  In other words, the employees and suppliers can be assured they will be paid  
while the business restructures its finances.  


  With the court's permission, the existing management becomes the "debtor in  
possession" to maintain the continuity of the business, through  
debtor-in-possession financing arrangements with banks and financial  
institutions as well as the revenues from the business.  


  In most cases, the business entity's management is given an exclusive period  
of time to propose a plan for reorganization.  This plan amounts to a contract  
between the business and its creditors that establishes the timing, method and  
amount of payment to satisfy creditor claims.  


  The business must assure the court and the creditors through a disclosure  
statement that it can meet that commitment through future earnings and cash  
flow.  


  The reorganization plan is presented to creditors and the court for  
approval.  


  When the bankruptcy process works as the law intends, a fundamentally  
healthy business that has significant financial problems can work through  
those problems and emerge as a healthy, viable business.  


             PROPERTY OWNED BY ROCKEFELLER GROUP, INC.  
  ROCKEFELLER CENTER      Year         Number  Rentable area (sq. ft.)  
                          Opened         of  
                                      Stories  
  GE                      1933           69           1,875,779  
  NBC Studio              1933           10             384,592  
  1250 Avenue of  
   the Americas           1933           16             151,687  
  1270 Avenue of  
   the Americas           1932           32             389,091  
  Associated Press        1938           16             389,091  
  International           1935           40           1,034,139  
  British Empire          1933            9             102,669  
  La Maison Francaise     1933            9             104,794  
  One Rockefeller Plaza   1937           35             470,729  
  Ten Rockefeller Plaza   1939           17             291,495  
  Simon & Schuster  
   (and Addition)         1940           21             600,374  
                         (1955)  
  600 Fifth Avenue        1952           29             355,312  
  Additional property                                    28,421  
  TOTAL                                               6,189,499  




  

PRESS STATEMENT ON BEHALF OF MINORITY SHAREHOLDERS OF RGI



  NEW YORK, New York--May 11, 1995--The Minority Shareholders of  RGI, comprised  
primarily of the Rockefeller Family Trusts,  
disassociate themselves and the Rockefeller family from the decision to have the  
partnerships that own Rockefeller Center file bankruptcy papers.  The bankruptcy  
decision was made solely by the Mitsubishi Estate  
Company (MEC), which owns 80% of RGI.  Although as Minority Shareholders the  
Rockefeller Family Trusts have had no control over this decision, they have  
repeatedly voiced strong opposition to this course of action.



  Since February of 1994, the Committee responsible for oversight of the  
Trusts, and the Committee's advisors, have developed and discussed with MEC a  
host of options short of default for dealing with the cash flow problems at  
Rockefeller Center.  These have included: (1) maintenance of the status quo;  
(2) a buyout of the REIT in concert with MEC; and (3) a third-party investor  
approach that would have relieved MEC of its stake in the partnerships and of  
all future responsibility for the property.  The Trust Committee continues to  
view all of these alternatives as clearly superior to default, both on  
economic and noneconomic grounds.  


  From the beginning, the Trust Committee has been willing to contribute to a  
buyout of the REIT on a fully pro-rata basis, and then to go beyond that.  


  In commenting on MEC's action, Dr. William G. Bowen, who is chairman of the  
Rockefeller Trust Committee, expressed his "intense disappointment that all of  
our efforts to resolve this problem have been rejected."  Speaking on behalf  
of the Trust Committee, Bowen commented: "We disassociate ourselves and the  
Rockefeller Family from this extremely short-sighted and unwise decision.  The  
Trust Committee has full confidence in the future of Rockefeller Center, which  
is without question one of the greatest real estate properties in the world.   
The current financial difficulties faced by Rockefeller Center are short-term  
and surmountable.  


  "We believe that this unique set of buildings and spaces will long remain a  
most attractive investment as well as an extraordinary cultural asset for the  
people of New York, including the millions of visitors from all over the world  
who come to Rockefeller Center every year. Knowledgeable investors are agreed  
that the recent strengthening of Manhattan's Midtown office market augurs well  
for the prospects of Rockefeller Center.  Because of our great confidence in  
its future, we have asked our advisors to explore other ways in which the  
Trusts might continue to retain an ownership interest in the Center."  


  /CONTACT:  Kurt P. Ross or Guy B. Lawrence, both of K.P. Ross, Inc.,   
212-308-3333, or fax, 212-207-8096/