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
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