ROCKEFELLER CENTER PROPERTIES, INC. SIGNS DEFINITIVE AGREEMENT WITH ZELL INVESTMENT GROUP; General Electric and NBC To Participate in Zell Group; Dividend Suspended for Third Quarter of 1995

Business Wire, Sept 12, 1995

NEW YORK--(BUSINESS WIRE)--Sept. 12, 1995--Rockefeller Center Properties, Inc. ("RCPI") today announced that is has signed a definitive agreement with Equity Office Holdings, L.L.C., a national office building investment and management company led by Samuel Zell. The agreement contemplates a $250 million investment by Mr. Zell and other investors (the "Zell Group") in a recapitalization and deleveraging transaction that will result in a new company formed for the purposes of taking title to Rockefeller Center. In addition, General Electric and the National Broadcasting Company, a wholly owned subsidiary of GE, have reached an agreement in principle with the Zell Group and RCPI pursuant to which they will join the Zell Group as a significant investor. As previously announced, The Walt Disney Company has also indicated its intent to be part of the Zell Group.

The Company said that the definitive agreement with the Zell Group will form the basis of a plan of reorganization that it will file with the Bankruptcy Court as soon as it is permitted to do so.

"We are tremendously pleased by this vote of confidence by GE and NBC," said Dr. Peter D. Linneman, Chairman of the Board of RCPI. "The transaction would permit us to restore the financial health of Rockefeller Center by reducing its debt load and strengthening its capital structure," Dr. Linneman continued. "With less debt at lower interest rates and substantially increased shareholder equity, the Center, when it emerges from bankruptcy, will be on a solid long-term financial footing and RCPI's shareholders will have a substantial stake in a public company that would own Rockefeller Center."

Consummation of the transactions contemplated by the agreement is subject to a number of conditions, including the confirmation of RCPI's reorganization plan for Rockefeller Center and the receipt of any required consents. The contemplated transfer of RCPI's assets and RCPI's liquidation would also require the approval of RCPI's shareholders. There can be no assurance that these conditions will be satisfied. The Company also announced that in light of the uncertainties caused by the Borrowers' Chapter 11 filing on May 11, 1995, it will suspend paying a dividend for the quarter ended September 30, 1995.

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 September 11, 1995, there are 38,260,704 shares of common stock outstanding. Equity Office Holdings, L.L.C. is a Chicago-based privately held office building owner/operator headed by Samuel Zell, Chairman of the Board. Equity Office and its subsidiaries manage and operate more than 27 million square feet of office space in 45 markets nationwide, on behalf of ownership affiliated with Mr. Zell.

CONTACT: RCPI

Stephanie Leggett Young, 212/698-1440

or

RCPI

Tom Clohesy, 212/373-0231

or

NBC

Paul Rosengren, 212/664-2756

or

General Electric

Bruce Bunch, 203/373-2039