NEW YORK--Nov. 20, 1995--Rockefeller Center
Properties, Inc. (RCPI) announced today a net loss in the third
quarter of 1995 of approximately $141 million, or $3.69 per share,
as compared to net income of approximately $3 million, or $.09 per
share, for the same period in 1994.
The Company also reported a net loss of approximately $166
million, or $4.35 per share, for the nine months ended Sept. 30,
1995 as compared to net income of approximately $17 million, or $.43
per share, for the previous year's comparable period.
On Nov. 7, 1995, the Company entered into a Merger Agreement
(see Note below). Consummation of the transactions contemplated by
the Merger Agreement would resolve many of the significant
uncertainties created by the Borrower's [href="chap11.rcp.html">Rockefeller Center Properties] chapter 11
filings.
Prior to the execution and delivery of the Merger Agreement, the
Company had based the value assigned to the Property on an
independent appraisal as of Dec. 31, 1994, which had received a
concurring review. The appraisal, at that time, gave the clearest
indication as to the value of the Property. However, the terms of
the Merger Agreement could be considered to indicate that the market
value of the Property now may be less than the carrying value of the
mortgage loan as reported in the June 30, 1995 interim financial
statements. Accordingly, the Company has reflected in its Sept. 30,
1995 interim financial statements a valuation reserve, totaling $74
million, to reduce the carrying value of its mortgage loan to
reflect the economics of the transactions contemplated by the Merger
Agreement.
In addition, the Company has recorded certain deal expenses and
transaction costs aggregating $25.2 million which reflect the
breakup fee related to the termination of the Combination Agreement
(see Note below), professional fees, and certain liquidation
expenses and other liabilities specifically provided for in the
Merger Agreement. These accrued transaction costs and deal expenses
are recorded as a liability on the Balance Sheet and included in the
Statement of Operations as a component of Effects of the Execution
and Delivery of the Merger Agreement (see table below).
As a result of the Borrower's chapter 11 filings, the Company is
required for accounting purposes to limit recognition of income on
the mortgage loan for the nine months ended Sept. 30, 1995 to the
cash actually received from the Borrower.
The Company also reported cash flow from operating and investing
activities of approximately $48 million for the nine months ended
Sept. 30, 1995. Cash flow from investing activities consisted of
$50 million realized from draw downs under the Company's letters of
credit following the Borrower's failure to make the interest payment
due May 31, 1995.
Due to the significant uncertainties caused by the Borrower's
chapter 11 filings and solely for accounting purposes, this $50
million had been applied to reduce the carrying value of the
mortgage loan to $1.25 billion. As noted above, consummation of the
transactions contemplated by the Merger Agreement would resolve many
of the significant uncertainties created by the Borrower's chapter
11 filings. Accordingly, the Company has reflected a valuation
reserve totaling $74 million to reduce the carrying value of the
mortgage loan to reflect the economics of the transactions
contemplated by the Merger Agreement.
RCPI is a mortgage real estate investment trust whose principal
asset is a $1.3 billion participating convertible mortgage loan to
the Borrower, which is 100% controlled by Rockefeller Group, Inc.
(RGI). Mitsubishi Estate Company, Ltd. controls an 80% equity
interest in RGI and Rockefeller Family Interests hold the remaining
20% On May 11, 1995, the Borrower commenced cases under chapter 11
of the bankruptcy law in the United States Bankruptcy Court for the
Southern District of New York.
RCPI is listed on the New York Stock Exchange as "RCP". As of
Nov. 17, 1995 there are 38,260,704 shares of common stock
outstanding.
Quarters ended Nine Months ended
Sept. 30 Sept. 30
1995 1994 1995 1994
Revenues $ 556,000 $27,417,000 $21,342,000
$81,949,000
Interest expense $21,707,000 $22,622,000 $64,275,000
$61,301,000
General and
administrative $ 2,902,000 $ 1,328,000 $ 6,112,000 $
3,611,000
Amortization of
deferred debt
issuance and
letter of
intent
costs $ 6,384,000 $ 177,000 $ 8,116,000 $ 529,000
Stock appreciation
rights liability $11,478,000 $ -- $10,050,000 $
--
Effects of the
execution and
delivery of the
merger agree-
ment $99,163,000 $ -- $99,163,000 $ --
Net (loss) income
before non-
recurring
income $(141,078,000) $ 3,290,000
$(166,374,000)$16,508,000
Non-recurring
income (gain on
sales of port-
folio
securities) $ -- $ 31,000 $ -- $ 31,000
Net (loss)
income $(141,078,000) $ 3,321,000
$(166,374,000)$16,539,000
Net (loss)
income
per share $ (3.69) $ 0.09 $ (4.35) $
0.43
On Nov. 7, 1995, the Company terminated the Agreement and Plan
of Combination (the "Combination Agreement") dated as of Sept. 11,
1995 with Equity Office Holdings, L.L.C.
CONTACT: Rockefeller Center Properties, Inc.,
Stephanie Leggett Young, 212/698-1440
PURCHASE, N.Y., Nov. 20, 1995 -- href="chap11.spectrum.html">Spectrum Information
Technologies, Inc. announced that it has filed its Quarterly
Report
on Form 1O-Q with the Securities and Exchange Commission for the
quarter ended September 30, 1995, the second quarter of its fiscal
year. The quarterly report reflects Spectrum Global Services, which
the Company sold on October 17, 1995, as a discontinued operation.
Spectrum reported an operating loss of $819 thousand on revenues
of $669 thousand for the three months ended September 30, 1995, as
compared with an operating loss of $2.8 million on revenues of $281
thousand for the same quarter last fiscal year. For the first six
months of fiscal 1996, Spectrum reported operating losses of $2
million on revenues of $1.7 million, compared to an operating loss
of $5.2 million with revenues of $1.2 million for the same period
last fiscal year.
Based in Purchase, New York, Spectrum Information Technologies
develops and licenses direct-connect technology related to the
wireless data transmission. In January, the Company filed a
voluntary Chapter 11 petition in the U.S Bankruptcy Court for the
Eastern District of New York and is in the process of reorganizing
its business.
/CONTACT: Michael Freitag, Media, of Kekst and Company,
212-593-2655; or investors, Spectrum Information Technologies, Inc.,
Investor Relations, 914-251-1800, ext. 182/