ROCKEFELLER CENTER PROPERTIES,

 Inc.  signs definitive merger agreement with investor group; RCPI Shareholders to Receive $8.00 Per Share in Cash  Business Editors  NEW YORK--(BUSINESS WIRE)--Nov. 7, 1995--Rockefeller Center Properties, Inc. ("RCPI") today announced that it has signed a definitive merger agreement with an investor group including Exor Group S.A., David Rockefeller, an affiliate of Tishman Speyer Properties, Inc., Troutlet Investments Corporation and Whitehall Street Real Estate Partnership V (the "Investor Group"), under which shareholders of RCPI would receive $8.00 cash per share of common stock in exchange for their RCPI shares.  As part of the transaction, the Investor Group also will assume all of RCPI's outstanding liabilities and provide up to $45 million in short-term financing.  RCPI also announced that it today terminated its agreement with Equity Office Holdings, L.L.C.  The Company said that the agreement with the Investor Group should form the basis for an amendment to the plan of reorganization that the current owners of Rockefeller Center filed earlier today with the Bankruptcy Court.  "This agreement, reached after months of negotiations with a variety of potential investors, maximizes value for shareholders," said Dr. Peter D. Linneman, Chairman of the Board of RCPI.  "The $8.00 per share cash price to be received by RCPI shareholders is approximately twice the price of the stock last May when the Debtor's bankruptcy commenced and we began seeking financial partners who would help us unlock value for the RCPI shareholders."  A spokesman for the Investor Group said: "This agreement will preserve the great tradition of Rockefeller Center for tenants and for the greater New York community.  It assures operational expertise together with a financially sound foundation for this landmark property.  We believe this agreement serves the best interests of shareholders, tenants, and the New York community.  We are pleased the RCPI board of directors supports our commitment to the future of Rockefeller Center."  RCPI also announced that it had entered into an agreement with this Investor Group pursuant to which, if the RCPI shareholders do not approve the merger, Goldman, Sachs & Co.  and Whitehall would, if requested by RCPI, cooperate in a $200 million rights offering to RCPI shareholders at a price of not less than $6.00 per share.  The consummation of the transaction contemplated by the merger agreement is subject to a number of conditions, including the approval of RCPI shareholders.  There can be no assurance that these conditions will be satisfied.  RCPI is a mortgage real estate investment trust whose principal asset is a $1.3 billion participating convertible mortgage loan on Rockefeller Center.  Rockefeller Center is a 12-building landmark office and retail complex in the heart of midtown Manhattan with 6.2 million square feet of net rentable space.  The current owners of Rockefeller Center, two partnerships controlled by Mitsubishi Estate Company, Ltd.  and Rockefeller family interests, filed for protection under Chapter 11 on May 11, 1995.  RCPI is listed on the New York Stock Exchange as "RCP."  As of November 6, 1995, there are 38,260,704 shares of common stock outstanding.    
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