<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1999

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

          For the transition period from ____________ to _____________

                          Commission file number 1-8971

                                   RCPI Trust
             (Exact name of registrant as specified in its charter)

            Delaware                                             13-7087445
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                       c/o Tishman Speyer Properties, L.P.
                   45 Rockefeller Plaza, New York, N.Y. 10011
               (Address of principal executive offices) (Zip Code)


                                 (212) 332-6500
              (Registrant's telephone number, including area code)


     (Former name, former address, and former fiscal year, if changed since
                                  last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X     No
    -----      -----
<PAGE>   2
                                   RCPI TRUST

INDEX

<TABLE>
<CAPTION>
PART I--FINANCIAL INFORMATION                                                                 PAGE
                                                                                              ----
<S>                                                                                           <C>
ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited, interim financial statements have been prepared in
accordance with the instructions to Form 10-Q. In the opinion of management, all
adjustments necessary for a fair presentation have been included.

        RCPI Trust, Balance Sheets as of June 30, 1999 (unaudited) and
        December 31, 1998                                                                       1

        RCPI Trust, Statements of Operations for the quarters ended June 30, 1999 and
        1998 (unaudited) and for the six months ended June 30, 1999 and 1998 (unaudited)        2

        RCPI Trust, Statements of Cash Flows for the six months ended June 30, 1999 and
        1998 (unaudited)                                                                        3

        Notes to Financial Statements (unaudited)                                               4

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS                                                                   6

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                              9


PART II--OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS                                                                      10

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                       11
</TABLE>


SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE SECURITIES LITIGATION
REFORM ACT OF 1995.

Except for historical information contained herein, the Report on Form 10-Q
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 which involve certain risks and uncertainties. The
Company's actual results or outcomes may differ materially from those
anticipated. In assessing forward-looking statements contained herein, readers
are urged to carefully read those statements. When used in the Report on Form
10-Q, the words "estimate", "anticipate", "expect", "believe" and similar
expressions are intended to identify forward-looking statements.
<PAGE>   3
PART I -- FINANCIAL INFORMATION
     ITEM 1.  Financial Statements

                                   RCPI TRUST
                           (a Delaware business trust)
                                 BALANCE SHEETS
                                ($ in thousands)


<TABLE>
<CAPTION>
                                                                              As of           As of
                                                                          June 30, 1999    December 31,
                                                                           (Unaudited)         1998
                                                                          -------------    ------------
<S>                                                                       <C>              <C>
ASSETS:

Real Estate:
     Land                                                                   $  158,149      $  158,149
     Buildings and improvements                                                652,950         637,288
     Tenant improvements                                                        66,274          58,086
     Furniture, fixtures and equipment                                           5,209           4,920
                                                                            ----------      ----------
                                                                               882,582         858,443
     Less: Accumulated depreciation and amortization                            55,201          44,311
                                                                            ----------      ----------
                                                                               827,381         814,132

Cash and cash equivalents                                                       46,144          31,270
Restricted cash                                                                 10,488          10,120
Accounts receivable                                                              4,509           6,680
Prepaid expenses                                                                   628             973
Deferred costs, net of accumulated
  amortization of $7,307 and $5,918, respectively                               48,014          40,724
Accrued rent                                                                    86,288          65,851
                                                                            ----------      ----------

     Total Assets                                                           $1,023,452      $  969,750
                                                                            ==========      ==========

LIABILITIES AND OWNERS' EQUITY

Liabilities:
Zero coupon convertible debentures, net of unamortized
   discount of $96,846 and $125,433, respectively                           $  489,339      $  460,752
14% debentures (includes premium of $22,287 and $23,127, respectively)          97,287          98,127
NationsBank loans                                                               97,500          80,000
Accrued interest payable                                                         4,599           4,738
Accounts payable and accrued expenses                                           14,600          21,392
Tenant security deposits payable                                                 9,715           9,985
                                                                            ----------      ----------

     Total Liabilities                                                         713,040         674,994

Commitments and Contingencies

Owners' Equity                                                                 310,412         294,756
                                                                            ----------      ----------

     Total Liabilities and Owners' Equity                                   $1,023,452      $  969,750
                                                                            ==========      ==========
</TABLE>

                      SEE NOTES TO THE FINANCIAL STATEMENTS


                                       1
<PAGE>   4
                                   RCPI TRUST
                           (a Delaware business trust)
                            STATEMENTS OF OPERATIONS
                                ($ in thousands)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                           For the Quarters Ended      For the Six Months Ended
                                                  June 30,                    June 30,
                                             1999          1998          1999            1998
                                           --------      --------      --------        --------
<S>                                        <C>           <C>           <C>             <C>
Revenues:
    Base rental                            $ 57,593      $ 47,348      $113,696        $ 94,809
    Escalations and percentage rents          1,116         1,428         2,997           3,344
    Interest and other income                 1,371         1,813         2,383           3,277
                                           --------      --------      --------        --------

        Total revenues                       60,080        50,589       119,076         101,430
                                           --------      --------      --------        --------

Expenses:
    Interest                                 18,091        16,669        35,717          32,092
    Real estate taxes                         8,733         8,414        17,491          16,829
    Payroll and benefits                      5,071         5,689        10,123          10,080
    Repairs, maintenance and supplies         3,546         4,067         6,757           6,905
    Utilities                                 2,445         2,165         6,183           6,037
    Cleaning                                  3,434         3,492         6,857           6,867
    Professional fees                           500           262           997             807
    Insurance                                   227           263           449             577
    Management and accounting fees              959           856         1,907           1,758
    General and administration                1,061         1,331         1,830           2,157
    Depreciation and amortization             7,220         5,859        15,109          11,324
                                           --------      --------      --------        --------

        Total expenses                       51,287        49,067       103,420          95,433
                                           --------      --------      --------        --------

Net income                                 $  8,793      $  1,522      $ 15,656        $  5,997
                                           ========      ========      ========        ========
</TABLE>

                      SEE NOTES TO THE FINANCIAL STATEMENTS


                                        2
<PAGE>   5
                                   RCPI TRUST
                           (a Delaware business trust)
                            STATEMENTS OF CASH FLOWS
                                ($ in thousands)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    For the Six Months Ended
                                                                            June 30,
                                                                      1999           1998
                                                                    --------        --------
<S>                                                                 <C>             <C>
Cash Flows from Operating Activities:
   Net income                                                       $ 15,656        $  5,997
   Adjustment to reconcile net income to net cash
    provided by operating activities:
     Amortization of original issue discount and premium              27,747          24,578
     Depreciation and amortization                                    15,109          11,324
     Increase in restricted cash                                        (368)         (4,297)
     Decrease in accounts receivable                                   2,171           7,453
     Decrease in prepaid expenses                                        345              90
     Increase in accrued rent                                        (20,437)        (19,388)
     (Decrease) increase in accounts payable, accrued expenses
     and tenant security deposits payable                             (3,090)          6,812
     Decrease in accrued interest payable                               (139)         (2,604)
                                                                    --------        --------
     Net cash provided by operating activities                        36,994          29,965
                                                                    --------        --------

Cash Flows from Investing Activities:
     Additions to building and improvements                          (17,105)         (8,713)
     Additions to tenant improvements                                (11,428)        (10,056)
     Additions to furniture, fixtures and equipment                     (289)           (317)
     Additions to deferred costs                                      (9,015)         (8,371)
                                                                    --------        --------
     Net cash used in investing activities                           (37,837)        (27,457)
                                                                    --------        --------

Cash Flows from Financing Activities:
     Proceeds from NationsBank loans                                  30,000          30,000
     Payment of deferred financing fees                               (1,783)           --
     Repayment of NationsBank loans                                  (12,500)           --
                                                                    --------        --------
     Net cash provided by financing activities                        15,717          30,000
                                                                    --------        --------

Increase in cash and cash equivalents                                 14,874          32,508
Cash and cash equivalents at beginning of period                      31,270          27,517
                                                                    --------        --------
Cash and cash equivalents at end of period                          $ 46,144        $ 60,025
                                                                    ========        ========
</TABLE>

                      SEE NOTES TO THE FINANCIAL STATEMENTS


                                        3
<PAGE>   6
                                   RCPI TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.      FINANCIAL STATEMENTS

        The balance sheet as of June 30, 1999, the statements of operations for
        the quarters ended and the six months ended June 30, 1999 and 1998 and
        the statements of cash flows for the six months ended June 30, 1999 and
        1998 are unaudited, but in the opinion of the Company's management
        reflect all adjustments, consisting only of normal recurring
        adjustments, which are necessary to present fairly the financial
        condition and results of operations at those dates and for those
        periods. The results of operations for the interim periods are not
        necessarily indicative of results for a full year. It is suggested that
        these financial statements be read in conjunction with the audited
        financial statements and notes thereto included in the Company's Form
        10-K for the year ended December 31, 1998.


2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Deferred Costs

        The Company adopted the provisions of Statement of Position 98-5
        "Reporting on the Costs of Start-up Activities" effective January 1,
        1999. The effect of adopting this statement was an additional charge of
        $1.34 million related to the write off of the unamortized balance of
        organizational costs and is included as a component of depreciation and
        amortization in the accompanying statement of operations for the six
        months ended June 30, 1999.


3.      DEBT

        NationsBank Credit Facility

        On May 16, 1997, the Company entered into a Credit Agreement (the
        "Original NationsBank Credit Agreement") with NationsBank of Texas, N.A.
        ("NationsBank"), pursuant to which NationsBank agreed to make term loans
        (the "Original NationsBank Loans") to the Company in an aggregate
        principal amount of up to $100 million. The maximum amount of the
        Original NationsBank Loans which may be outstanding at any time reduces
        quarterly commencing March 31, 1998 through the May 16, 2000 maturity
        date. Subject to the satisfaction of certain conditions precedent, the
        Company may extend the maturity date of the Original NationsBank Loans
        to December 31, 2000 and such loans will bear interest based on LIBOR
        plus 2.125%. As of December 31, 1998, the outstanding balance on the
        Original NationsBank Loans was $80 million. On March 31, 1999 and on
        June 30, 1999, the Company repaid $6.25 million bringing the outstanding
        balance of the Original NationsBank Loans down to $67.5 million.

        New NationsBank Credit Facility

        The Company entered into a second Credit Agreement (the "New NationsBank
        Credit Agreement") as of April 12, 1999, with NationsBank, pursuant to
        which NationsBank agreed to make additional term loans (the "New
        NationsBank Loans") to the Company in an aggregate principal amount of
        up to $47 million. NationsBank made the first term loan to the Company,
        under the New NationsBank Credit Agreement,


                                        4
<PAGE>   7
                                   RCPI TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


       in the principal amount of $5 million on April 28, 1999. A second term
       loan was made to the Company on June 28, 1999 in the principal amount of
       $25 million. Similar to the Original NationsBank Credit Agreement, the
       Company may elect interest periods based on one, two, three, or six month
       LIBOR. Interest accrues at LIBOR plus 2.50% and is payable at the end of
       each interest period. The maximum amount of the New NationsBank Loans
       which may be outstanding at any time reduces quarterly commencing
       December 31, 1999 through the May 16, 2000 maturity date. Subject to the
       satisfaction of certain conditions precedent, the Company may extend the
       maturity date of the New NationsBank Loans to December 31, 2000 and such
       loans will bear interest based on LIBOR plus 2.50%.

       In connection with the New NationsBank Credit Agreement, the Company
       purchased an interest rate protection agreement from Goldman Sachs
       Capital Markets L.P. capping LIBOR at 7.85%.

       As a condition to making the New NationsBank Loans, the holder of the 14%
       Debentures and the Company amended the intercreditor and subordination
       agreement, executed as part of the Original NationsBank Loans (as defined
       in the December 31, 1998 Form 10-K) to include the New NationsBank Loans
       (the Original NationsBank Loans and the New NationsBank Loans are
       hereafter referred to as the ("NationsBank Loans"). The intercreditor and
       subordination agreement provides that the holder of the 14% Debentures
       agrees (i) to subordinate payment on the 14% Debentures to the
       NationsBank Loans, (ii) that in certain circumstances interest would
       accrue but not be paid on the 14% Debentures, and (iii) that NationsBank
       may take certain actions on behalf of the holder of the 14% Debentures
       upon the occurrence of certain bankruptcy related events in respect of
       the Company.

       In addition, certain members of the Investor Group (as defined in the
       December 31, 1998 Form 10-K) and/or certain of their affiliates entered
       into a Limited Recourse Agreement dated as of April 12, 1999, in favor of
       NationsBank.


4.     RELATED PARTY TRANSACTIONS

       During 1999, the Company paid a $470,000 investment banking fee to
       Goldman, Sachs & Co., an affiliate of one member of the investor group,
       related to the closing of the New NationsBank Loans (see Note 3). This
       fee was capitalized as a component of deferred costs in the accompanying
       1999 balance sheet.


                                        5
<PAGE>   8
                                   RCPI TRUST
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Liquidity and Capital Resources - RCPI Trust

Land and Building

At June 30, 1999, the Property, exclusive of 1.5 million square feet owned
directly by the National Broadcasting Company, Inc. and NBC Trust No. 1996A, was
approximately 92.5% occupied. Occupancy rates for the Property at various dates
are presented in the following table:

<TABLE>
<S>                       <C>          <C>                      <C>
March 31, 1999            92.4%        June 30, 1998            88.1%
December 31, 1998         93.0%        March 31, 1998           88.1%
September 30, 1998        89.6%        December 31, 1997        86.7%
</TABLE>

The following table shows selected lease expirations and vacancy of the Property
as of June 30, 1999. Area, as presented below and discussed above, is measured
based on standards promulgated by the New York Real Estate Board in 1987. Lease
turnover could offer an opportunity to increase the revenue of the Property or
might have a negative impact on the Property's revenue. Actual renewal and
rental income will be affected significantly by market conditions at the time
and by the terms at which the Company can then lease space.

<TABLE>
<CAPTION>
                                                 Square Feet              Percent
Year                                               Expiring              Expiring
----                                             -----------             --------
<S>                                              <C>                     <C>
Vacant                                              444,664                 7.5%
1999                                                120,961                 2.0%
2000                                                425,077                 7.2%
2001                                                134,292                 2.3%
2002                                                228,132                 3.9%
2003                                                181,773                 3.1%
Thereafter                                        4,364,798                74.0%
                                                  ---------               -----

Total                                             5,899,697               100.0%
                                                  =========               =====
</TABLE>


Debt

The Zero Coupon Convertible Debentures (the "Zero Coupons") due December 31,
2000 accrete to a face value of approximately $586.2 million at an effective
annual interest rate of 12.10%. At June 30, 1999 and December 31, 1998, the
carrying value of the Zero Coupons, net of unamortized discount, was
approximately $489.3 million and $460.8 million, respectively.

The 14% Debentures have a principal balance of $75 million and mature on
December 31, 2007. At the time the Property was acquired by the Company, the
carrying value of the 14% Debentures was adjusted to reflect their estimated
fair value at that date, resulting in a premium. The effective interest rate,
which is net of the amortization of this premium, is approximately 9.03%.
Interest payments are made semi-annually on July 31


                                        6
<PAGE>   9
                                   RCPI TRUST
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



and January 31. As of June 30, 1999 and December 31, 1998, the carrying value of
the 14% Debentures was approximately $97.3 million and $98.1 million,
respectively.

As of June 30, 1999, the Original NationsBank Loans have an aggregate principal
balance of $67.5 million and mature on May 16, 2000. The Company may elect
interest periods based on one, two, three or six month LIBOR rates. Interest
accrues at LIBOR plus 1.75% and is payable monthly in arrears.

As of June 30, 1999, the New NationsBank Loans have an aggregate principal
balance of $30 million and mature on May 16, 2000. The Company may elect
interest periods based on one, two, three or six month LIBOR rates. Interest
accrues at LIBOR plus 2.50% and is payable monthly in arrears.

Cash Flow

During the six months ended June 30, 1999, the Company received cash flows of
approximately $37.0 million from operations of the Property. The Company used
part of this cash flow from operations and draws on the New NationsBank Credit
Agreement totaling $30 million to fund tenant improvements, building
improvements and other leasing costs totaling approximately $37.8 million. The
Company also made two $6.25 million amortization payments on the Original
NationsBank Loans on March 31, 1999 and on June 30, 1999 from its cash flow from
operations.

The Company believes that its current cash balance and future cash flows from
operations, together with its expected borrowings in an amount currently
believed not to exceed $17 million, will be sufficient to fund its capital and
debt service requirements for the foreseeable future.

Beginning in January 1999, the Company commenced a retail redevelopment project
which includes, among other things, the restoration of the Channel Gardens,
repaving of Rockefeller Plaza, refurbishment of the common area in the concourse
under 30 Rockefeller Plaza and the completion of numerous new retail stores.
Such work is scheduled to be finished by the end of 1999.

Inflation

Inflation and changing prices during the current period did not significantly
affect the markets in which the Company conducts its business. In view of the
moderate rate of inflation, its impact on the Company's business has not been
significant.


RESULTS OF OPERATIONS - RCPI TRUST

Base rent for the quarter and the six months ended June 30, 1999 increased
approximately $10.2 million and $18.9 million, respectively, from the quarter
and the six months ended June 30, 1998 and is due mainly to higher rental rates
on new leases, which did not exist in the prior year. Additionally, the Company
signed several new retail leases which had lease and rent commencement dates
after the first six months of 1998 and the occupancy level increased to 92.5% as
of June 30, 1999, as compared to 88.1% as of June 30, 1998.


                                        7
<PAGE>   10
                                   RCPI TRUST
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Interest and other income decreased for the quarter and the six months ending
June 30, 1999, as compared to the quarter and the six months ending June 30,
1998, primarily due to lower interest income. The decrease in interest income
was due to a lower average cash balance during both the quarter ended March 31,
1999 and for the majority of the quarter ended June 30, 1999.

Interest expense has increased by approximately $1.4 million and $3.6 million
for the quarter and the six months ended June 30, 1999, respectively, as
compared to the quarter and the six months ended June 30, 1998, primarily due to
the increase in the outstanding debt balance. Total outstanding debt as of June
30, 1999 was approximately $684.1 million, as compared to $617.8 million as of
June 30, 1998. The increase is due primarily to accretion of the Zero Coupon
Debentures and additional draws under the NationsBank credit facilities which
have increased by $17.5 million since December 31, 1998.

The increase in depreciation and amortization expense of approximately $1.4
million and $3.8 million for the quarter and the six months ended June 30, 1999,
respectively, as compared to the quarter and the six months ended June 30, 1998,
was primarily due to additional capital projects at the Property being placed
into service since June 30, 1998 and due to additional tenant improvements and
leasing commissions expended as a result of increased leasing activity.
Additionally, the increase in amortization expense was due to the adoption of
the provisions of SOP 98-5 "Reporting on the Costs of Start-Up Activities"
effective January 1, 1999. This required the write-off of the Company's
remaining organizational costs of approximately $1.34 million.


                                        8
<PAGE>   11
                                   RCPI TRUST
       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company has no material exposure to market risk sensitive instruments other
than the NationsBank Loans. The market risk associated with this floating rate
loan is minimized by an interest rate protection agreement which caps out the
floating rate on the Original NationsBank Loans at 7.69% during the first two
years of the initial term and 8.69% thereafter, including the extension period.
The New NationsBank Loans are capped at 7.85% by an interest rate protection
agreement during the entire term. The Company enters into derivative instruments
only to hedge its exposure to changes in interest rates on some of its
outstanding indebtedness, not for speculative or trading purposes, and does not
enter into leveraged derivatives. See Note 6 to the Financial Statements
included in the Company's Form 10-K for the year ended December 31, 1998 for
information about the Company's interest rate protection agreement with respect
to the Original NationsBank Loans.


                                        9
<PAGE>   12
                                   RCPI TRUST
                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

There has been no material change to the status of existing litigation as
reported in the Company's Form 10-K for the year ended December 31, 1998.


                                       10
<PAGE>   13
ITEM 6.       (a)  EXHIBITS

              (3.1)       Certificate of Trust of RCPI Trust, dated March 22,
                          1996 is incorporated by reference to Exhibit 3.1 to
                          the Company's Quarterly Report on Form 10-Q for the
                          fiscal quarter ended June 30, 1996.

              (4.1)       Amended and Restated Debenture Purchase Agreement
                          dated as of July 17, 1996 between the Company and WHRC
                          Real Estate Limited Partnership is incorporated by
                          reference to exhibit 4.1 to the Company's Annual
                          Report on Form 10-K for the year ended December 31,
                          1996 (the "1996 10-K").

              (4.2)       Indenture dated as of September 15, 1985 between the
                          Predecessor and Manufacturers Hanover Trust Company,
                          as Trustee, including the forms of Current Coupon
                          Convertible Debenture, Zero Coupon Convertible
                          Debenture and Floating Rate Note, is incorporated by
                          reference to Exhibit 4 to the Predecessor's Quarterly
                          Report on Form 10-Q for the period ended September 30,
                          1985.

              (4.3)       First Supplemental Indenture dated as of December 15,
                          1985 between the Predecessor and the Trustee, is
                          incorporated by reference to the Predecessor's Annual
                          Report on Form 10-K for the year ended December 31,
                          1985.

              (4.4)       Second Supplemental Indenture dated as of July 10,
                          1996 between the Company and the United States Trust
                          Company of New York, as Trustee is incorporated by
                          reference to exhibit 4.4 to the 1996 10-K.

              (4.5)       Instrument of Resignation, Appointment and Acceptance
                          dated as of December 1, 1993 among the Predecessor,
                          Chemical Bank, successor by merger to Manufacturers
                          Hanover Trust Company, and United States Trust Company
                          of New York is incorporated by reference to Exhibit
                          4.21 to the Predecessor's Annual Report on Form 10-K
                          for the year ended December 31, 1993.

              (10.1)      Amended and Restated Loan Agreement dated as of July
                          17, 1996 among the Company, the lenders parties
                          thereto and GSMC, as agent, is incorporated by
                          reference to Exhibit 10.1 to the 1996 10-K.

              (10.2)      Guarantee dated July 17, 1996 by Whitehall Street Real
                          Estate Limited Partnership V, Exor Group S.A., Tishman
                          Speyer Crown Equities, David Rockefeller, Troutlet
                          Investments Corporation, Gribble Investments (Tortola)
                          BVI, Inc. and Weevil Investments (Tortola) BVI, Inc.,
                          as guarantors in favor of GSMC, as agent and lender,
                          is incorporated by reference to Exhibit 10.2 to the
                          1996 10-K.

              (10.3)      Agreement and Plan of Merger dated as of November 7,
                          1995 among the Predecessor, RCPI Holdings Inc., RCPI
                          Merger Inc., Whitehall Street Real Estate Limited
                          Partnership V, Rockprop, L.L.C., David Rockefeller,
                          Exor Group S.A. and Troutlet Investments Corporation
                          is incorporated by reference to Exhibit 10.28 to the
                          Predecessor's Current Report on Form 8-K dated
                          November 13, 1995.


                                       11
<PAGE>   14
ITEM 6.       (a)  EXHIBITS (Cont'd)

              (10.4)      Amendment No. 1 dated as of February 12, 1996 to the
                          Agreement and Plan of Merger dated as of November 7,
                          1995 among the Predecessor, RCPI Holdings Inc., RCPI
                          Merger Inc., Whitehall Street Real Estate Limited
                          Partnership V, Rockprop, L.L.C., David Rockefeller,
                          Exor Group S.A. and Troutlet Investments Corporation
                          is incorporated by reference to Exhibit 10.31 to the
                          Predecessor's Current Report on Form 8-K dated
                          February 22, 1996.

              (10.5)      Amendment No. 2 to the Agreement and Plan of Merger,
                          dated as of April 25, 1996 is incorporated herein by
                          reference to the Predecessor's Current Report on Form
                          8-K, filed on April 25, 1996.

              (10.6)      Amendment No. 3 to the Agreement and Plan of Merger,
                          dated as of May 29, 1996 is incorporated herein by
                          reference to the Predecessor's Current Report on Form
                          8-K, filed on May 29, 1996.

              (10.7)      Amendment No. 4 to the Agreement and Plan of Merger,
                          dated as of June 30, 1996 is incorporated herein by
                          reference to the Predecessor's Current Report on Form
                          8-K, filed on July 1, 1996.

              (10.8)      Credit Agreement, dated as of May 16, 1997, between
                          the Company and NationsBank of Texas, N.A. is
                          incorporated by reference to Exhibit 4.6 to the
                          Company's Quarterly Report on Form 10-Q for the period
                          ended June 30, 1997.

              (10.9)      Intercreditor and Subordination Agreement, dated as of
                          May 16, 1997, between the Company and WHRC Real Estate
                          Limited Partnership is incorporated by reference to
                          Exhibit 4.7 to the Company's Quarterly Report on Form
                          10-Q for the period ended June 30, 1997.

              (10.10)     Limited Recourse Agreement, dated as of May 16, 1997,
                          is incorporated by reference to Exhibit 4.8 to the
                          Company's Quarterly Report on Form 10-Q for the period
                          ended June 30, 1997.

              (10.11)     Amendment to the May 16, 1997 Credit Agreement, dated
                          as of April 12, 1999, between the Company and
                          NationsBank of Texas, N.A.

              (10.12)     Credit Agreement, dated as of April 12, 1999, between
                          the Company and NationsBank of Texas, N.A.

              (10.13)     Amended and Restated Intercreditor and Subordination
                          Agreement, dated as of April 12, 1999, between the
                          Company and WHRC Real Estate Limited Partnership.

              (27.1)      Company's Financial Data Schedule.


        (b)   REPORTS ON FORM 8-K

              No Current Reports on Form 8-K have been filed during the last
              fiscal quarter.


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<PAGE>   15
                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            RCPI TRUST




Date:   August 13, 1999                     By: /s/ David Augarten
                                                -----------------------------
                                                David Augarten
                                                Vice President
                                                (Principal Financial Officer)


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