<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 September 30, 1997

                                       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. 10111
                   ------------------------------------------
               (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       
     -------         ------
                     
---------------------------------------------
*     As successor in interest to Rockefeller Center Properties, Inc. 
     (Commission File No. 1-8971)
<PAGE>   2
                                        RCPI TRUST


INDEX
<TABLE>
<CAPTION>
                                                                                                  PAGE

PART I--FINANCIAL INFORMATION

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.

<S>                                                                                              <C>
            RCPI Trust, Balance Sheets as of September 30, 1997 (unaudited) and
            December 31, 1996                                                                       1

            RCPI Trust, Statements of Operations for the quarter and nine months ended
            September 30, 1997 and for the period from July 10 to September 30, 1996
            (unaudited)                                                                             2

            RCPI Trust, Statements of Cash Flows for the nine months ended
            September 30, 1997 and for the period from July 10 to September 30, 1996
            (unaudited)                                                                             3

            Rockefeller Center Properties, Inc. (Predecessor), Statements of Operations for
            the period from July 1 to July 9, 1996 and for the period from January 1 to
            July 9, 1996 (unaudited)                                                                4

            Rockefeller Center Properties, Inc.  (Predecessor), Statement of Cash Flows for
            the period from January 1 to July 9, 1996 (unaudited)                                   5

            Notes to Financial Statements (unaudited)                                               6

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS                                                                   15


PART II--OTHER INFORMATION                                                                          

ITEM 1.     LEGAL PROCEEDINGS                                                                       21

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K                                                        22
</TABLE>
<PAGE>   3
PART I -- FINANCIAL INFORMATION
      ITEM 1.   Financial Statements


                                   RCPI TRUST
                                 BALANCE SHEETS
                                ($ in thousands)

<TABLE>
<CAPTION>
                                                                     As of                   As of
                                                              September 30, 1997       December 31, 1996
                                                                  ----------               ---------
                                                                  (Unaudited)
ASSETS

<S>                                                               <C>                      <C>
Real Estate:
   Land                                                             $158,149                $158,149
   Buildings and improvements                                        608,487                 596,880
   Tenant improvements                                                23,091                  14,405
   Furniture and fixtures                                              3,997                   3,911
                                                                  ----------               ---------
                                                                     793,724                 773,345
      Less: Accumulated depreciation                                 (19,709)                 (6,718)
                                                                  ----------               ---------
                                                                     774,015                 766,627
                                                          
Cash and cash equivalents                                             27,513                  28,765
Restricted cash                                                        9,103                  10,027
Accounts receivable                                                   10,082                  19,859
Prepaid expenses                                                       9,386                     478
Deferred costs, net of accumulated                        
   amortization of $1,657 and $329                                    19,778                   5,486
Accrued rent                                                          20,587                   8,430
                                                                  ----------               ---------
                                                          
Total Assets                                                        $870,464                $839,672
                                                                  ==========               =========
                                                          
                                                          
LIABILITIES AND OWNERS' EQUITY                            
                                                                
Liabilities:                                                    
   Zero coupon convertible debentures, net of unamortized       
      discount of $189,808 and $224,030                             $396,377                $362,155
   14% debentures (includes premium of $25,087 and                 
      $26,155)                                                       100,087                 101,155
   NationsBank Loans                                                  55,000                       -
   Floating rate notes                                                     -                  10,000
   Accrued interest payable                                            5,566                   7,234
   Accounts payable and accrued expenses                              16,074                  19,383
   Tenant security deposits payable                                    8,773                   7,279
                                                                  ----------               ---------
   Total Liabilities                                                 581,877                 507,206
                                                                   
   Owners' Equity                                                    288,587                 332,466
                                                                  ----------               ---------
                                                                   
   Total Liabilities and Owners' Equity                             $870,464                $839,672
                                                                   =========               =========
</TABLE>
                                                                   
                                                                   
                                                                   
                            See notes to financial statements
                                                                   
                                            1                  
                                                               
<PAGE>   4
                                                       


                                   RCPI TRUST
                            STATEMENTS OF OPERATIONS
                                ($ in thousands)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                            For the Quarter       For the Nine       For the Period
                                                Ended             Months Ended       From July 10 to
                                           September 30, 1997   September 30, 1997  September 30, 1996
                                                --------             --------            --------

<S>                                            <C>                   <C>                 <C> 
Revenues:
  Base rental                                  $ 42,321              $125,783            $ 31,863
  Escalations and percentage rents                1,995                 5,376               2,448
  Interest and other income                       1,865                 7,077               4,179
                                               --------              --------            --------
    Total revenues                               46,181               138,236              38,490
                                               --------              --------            --------



Expenses:
  Interest                                        15,494               43,578              18,038
  Real estate taxes                                8,562               25,030               7,009
  Payroll and benefits                             4,240               13,302               4,308
  Repairs, maintenance, and supplies               3,068                8,460               1,983
  Utilities                                        4,753               12,593               2,735
  Cleaning                                         3,435               10,291               2,483
  Professional fees                                  641                4,883               6,493
  Insurance                                          315                  914                 691
  Management and accounting fees                     812                2,516                 802
  General and administrative                       1,212                2,101               2,100
  Depreciation and amortization                    5,124               14,330               3,294
                                                --------             --------            --------
     Total expenses                               47,656              137,998              49,936
                                                --------             --------            --------

Net (loss) income                               $ (1,475)            $    238            $(11,446)
                                                ========             ========            ========
</TABLE>



                        See notes to financial statements

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


<TABLE>
<CAPTION>
                                                                               For the Nine         For the period
                                                                               Months Ended       from July 10, 1996
                                                                            September 30, 1997   to September 30, 1996
                                                                            ------------------   ---------------------
                                                
<S>                                                                             <C>                 <C>
Cash Flows from Operating Activities:
   Net income (loss)                                                            $     238           $ (11,446)
   Adjustments to reconcile net income (loss) to
      net cash provided by (used in) operating activities
      Amortization of original issue discount
         and premium                                                               33,154               9,246
      Depreciation and amortization                                                14,330               3,294
      Decrease in restricted cash                                                     924                  --
      Decrease in accounts receivable                                               9,778              (2,254)
      Increase in prepaid expenses                                                 (8,908)              6,990
      Increase in accrued rent                                                    (12,157)               (792)
      Decrease in accounts payable and
         accrued expenses                                                          (5,031)              1,441
      Decrease in accrued interest payable                                         (1,667)            (16,259)
                                                                                ---------           ---------

          Net cash provided by (used in) operating activities                      30,661              (9,780)
                                                                                ---------           ---------

Cash Flows from Investing Activities:
   Costs incurred to acquire property                                                  --             (12,528)
   Additions to buildings and improvements                                         (9,398)             (2,401)
   Additions to tenant improvements                                               (10,443)             (4,140)
   Additions to furniture, fixtures and equipment                                     (86)               (254)
   Additions to deferred costs                                                    (12,868)             (5,160)
   Repayment on mortgage loan receivable                                               --             440,000
   Cash acquired as part of transfer                                                   --              15,499
                                                                                ---------           ---------

          Net cash (used in) provided by investing activities                     (32,795)            431,016
                                                                                ---------           ---------

Cash Flows from Financing Activities:
   Additions from NationsBank Loans                                                55,000                  --
   Capital contributions                                                               10                  --
   Distributions to owners                                                        (44,128)                 --
   Repayment of floating rate notes                                               (10,000)           (105,766)
   Repayment of current coupon debentures                                              --            (213,700)
   Repayment of GSMC facility                                                          --             (63,029)
                                                                                ---------           ---------

          Net cash provided by (used in) financing activities                         882            (382,495)
                                                                                ---------           ---------

(Decrease) increase in cash and cash equivalents                                   (1,252)             38,741
Cash and cash equivalents at beginning of period                                   28,765                  56
                                                                                ---------           ---------
Cash and cash equivalents at end of period                                      $  27,513           $  38,797
                                                                                =========           =========
</TABLE>


                        See notes to financial statements

                                        3
<PAGE>   6
                       ROCKEFELLER CENTER PROPERTIES, INC.
                                  (Predecessor)
                            STATEMENTS OF OPERATIONS
                     ($ in thousands, except per share data)
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                           For the period        For the period
                                                           from July 1 to       from January 1 to
                                                            July 9, 1996          July 9, 1996
                                                               --------           --------



<S>                                                            <C>                <C> 
Revenues:
   Short term investment and portfolio income                  $      2           $     38
                                                               --------           --------

Expenses:
Interest expense:
   Current coupon convertible debentures                            619             11,642
   Zero coupon convertible debentures                             1,015             18,985
   14% Debentures                                                   301              5,790
   Floating rate notes                                              371              8,013
   GSMC facility                                                    175              2,554
                                                               --------           --------
                                                                  2,481             46,984


General and administrative                                          125              4,774
Amortization of deferred debt issuance costs                     10,656             12,421
Stock appreciation rights liability                                 111              2,041
Effects of execution and delivery of merger agreement            (1,610)            (8,232)
Expenses related to the March 25, 1996 special
   meeting of stockholders                                           23                422
                                                               --------           --------

                                                                 11,786             58,410
                                                               --------           --------

Net loss                                                       ($11,784)          ($58,372)
                                                               ========           ========

Net loss per share                                             ($  0.31)          ($  1.53)
                                                               ========           ========
</TABLE>

                        See notes to financial statements

                                        4
<PAGE>   7
                             ROCKEFELLER CENTER PROPERTIES, INC.
                                        (Predecessor)
                                   STATEMENT OF CASH FLOWS
                                      ($ in thousands)
                                         (UNAUDITED)


<TABLE>
<CAPTION>
                                                                            For the period from
                                                                         January 1 to July 9, 1996
                                                                         -------------------------


<S>                                                                               <C>  
Cash Flow from Operating Activities:
   Other interest income received                                                 $     38
   Interest paid on current coupon convertible debentures                          (27,712)
   Interest paid on floating rate notes                                             (7,626)
   Interest paid on 14% debentures                                                  (5,308)
   Payments for accounts payable, accrued expenses and other assets                (13,463)
                                                                                  --------

      Net cash used in operating activities                                        (54,071)
                                                                                  --------

Cash flows from financing activities:
   Net proceeds from GSMC facility                                                  52,829

      Net cash provided by financing activities                                     52,829
                                                                                  --------

Net decrease in cash and cash equivalents                                           (1,242)
Cash and cash equivalents at the beginning of the period                             1,298
                                                                                  --------
Cash and cash equivalents at the end of the period                                $     56
                                                                                  ========

Reconciliation of net loss to net cash used in operating activities:

Net loss                                                                          $(58,372) 
Adjustments to reconcile net loss to net cash used in operating activities:
   Amortization of discount:
      Zero coupon convertible debentures                                            18,985
      14% debentures                                                                   188
   Decrease in deferred debt issuance costs and other assets, net                   12,280
      Decrease in accrued interest payable                                         (12,836)
      Increase in stock appreciation rights liability                                2,041
      Decrease in accounts payable and accrued expenses                            (16,357)
                                                                                  --------

      Net cash used in operating activities                                       ($54,071)
                                                                                  ========
</TABLE>


                        SEE NOTES TO FINANCIAL STATEMENTS

                                        5
<PAGE>   8
                                   RCPI TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



1.   ORGANIZATION AND PURPOSE

     RCPI Trust (the "Company"), was established in the State of Delaware on
     March 26, 1996 as a Delaware business trust. The Company was organized
     pursuant to the Trust Agreement dated July 10, 1996 (the "Trust Agreement")
     between Rockefeller Center Properties, Inc. (the "Predecessor"), a
     wholly-owned subsidiary of RCPI Holdings, Inc. ("Holdings") and RCPI
     Investors L.L.C. ("LLC"), each owning a 50% undivided beneficial interest.
     The primary purpose of the Company is to acquire, manage and operate the
     landmarked buildings and public space known as Rockefeller Center (the
     "Property") and to be successor in interest to the Predecessor.

     The Predecessor was incorporated in Delaware on July 17, 1985. The
     Predecessor qualified and elected to be treated, for Federal income tax
     reporting purposes, as a real estate investment trust (a "REIT") under the
     Internal Revenue Code of 1986, as amended (the "Code"). The Predecessor was
     originally formed to permit public investment in two convertible,
     participating mortgages on the Property. From the proceeds of its offering
     of common stock (the "Common Stock") and the offerings of its Current
     Coupon Convertible Debentures ("Current Coupons") due December 31, 2000 and
     Zero Coupon Convertible Debentures ("Zero Coupons") due December 31, 2000
     (collectively, the "Convertible Debentures"), the Predecessor made a $1.3
     billion convertible, participating mortgage loan (the "Mortgage Loan") to
     two partnerships, Rockefeller Center Properties and RCP Associates
     (collectively, the "Previous Owners"). The partners of the Previous Owners
     were Rockefeller Group, Inc. ("RGI") and Radio City Music Hall Productions,
     Inc. ("RCMHP"), a wholly owned subsidiary of RGI. Mitsubishi Estate
     Company, Ltd. controlled an 80% equity interest in RGI, and Rockefeller
     family interests held the remaining 20%.

     On July 10, 1996, pursuant to the Merger Agreement (as described below),
     Holdings purchased all the outstanding Common Stock of the Predecessor with
     approximately $172 million of its own equity and approximately $172 million
     obtained through a note payable to LLC. The note payable was then
     transferred to the Predecessor prior to the transfer of all the
     Predecessor's assets and liabilities to the Company in exchange for a 50%
     undivided beneficial ownership interest. At the same time, LLC contributed
     its note receivable of $172 million to the Company which was in exchange
     for a 50% undivided beneficial ownership interest.

     Prior to July 10, 1996, the Company's activities were limited to 
     organizational matters.

     Merger Agreement

     Pursuant to an Agreement and Plan of Merger dated November 7, 1995, (the
     "Merger Agreement"), entered into between the Predecessor and a group of
     investors (the "Investor Group") the members of which were Exor Group S.A.,
     Prometheus Investors, L.L.C., Rockprop, L.L.C., Troutlet Investments
     Corporation, Gribble Investments (Tortola) BVI, Inc., Weevil Investments
     (Tortola) BVI, Inc. and Whitehall Street Real Estate Limited Partnership V
     ("Whitehall"), RCPI Merger Inc., a wholly owned subsidiary of Holdings, was
     merged (the "Merger") with and into the Predecessor. Consequently, the
     Predecessor became a subsidiary of Holdings, a Delaware corporation
     controlled by the Investor Group.

     The Merger Agreement was approved by the stockholders of the Predecessor on
     March 25, 1996 and became effective on July 10, 1996 (the "Effective
     Date"). Pursuant to the Merger, each share of the Predecessor's Common
     Stock outstanding as of the Effective Date (other than (i) shares of Common
     Stock held by the Predecessor or any of its subsidiaries, (ii) shares of
     Common Stock held by Holdings or any of its subsidiaries


                                        6
<PAGE>   9
                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (cont'd)
                                   (UNAUDITED)

     (including RCPI Merger Inc. ) and (iii) any shares of Common Stock held by
     a stockholder who was entitled to demand, and who properly demanded and had
     not withdrawn such demand, appraisal for such shares in accordance with
     Section 262 of the Delaware General Corporation Law) was converted into the
     right to receive $8.00 in cash, without interest thereon. As of the
     Effective Date, the Common Stock of the Predecessor was held by Holdings
     and the Warrants and Stock Appreciation Rights (see Note 4), previously
     held by Whitehall were contributed through Holdings to the Predecessor and
     canceled. Thereafter, on the Effective Date, the Predecessor transferred
     substantially all of its assets (including the Mortgage Loan) and
     liabilities to the Company and the Company became the successor to the
     Predecessor under the Indenture governing the Convertible Debentures (see
     Note 4).

     Borrower's Chapter 11 Plan

     On May 11, 1995, the Previous Owners filed for protection under Chapter 11
     of the Federal Bankruptcy Code in the United States Bankruptcy Court in the
     Southern District of New York. The Previous Owners and their partners filed
     a Chapter 11 reorganization plan (the "Chapter 11 Plan") that contemplated
     ownership of the Property being turned over to the Predecessor or its
     designee upon consummation of the Chapter 11 Plan. Pursuant to the order of
     the Bankruptcy Court, the Chapter 11 Plan was confirmed on May 29, 1996,
     and became effective on July 17, 1996, upon the transfer of the Property by
     the Previous Owners to the Company in satisfaction of the Mortgage Loan
     (the "Transfer").

     NBC Sale

     Pursuant to the Agreement dated April 23, 1996, among the Investor Group,
     General Electric Company ("GE"), National Broadcasting Company, Inc.
     ("NBC") and NBC Trust No. 1996A ("NBC Trust"), on July 17, 1996,
     immediately preceding the transfer of the Property, the Previous Owners
     sold to GE, NBC and NBC Trust (the "NBC Sale"), interests in certain
     buildings in the Property (the "NBC Space") previously leased by GE or its
     affiliates, including NBC. Pursuant to the Chapter 11 Plan, proceeds of
     $440 million from the NBC Sale were paid directly to the Company reducing
     the outstanding Mortgage Loan. Goldman Sachs Mortgage Company ("GSMC"), an
     affiliate of Whitehall, was paid $4.4 million by the Company in connection
     with securing the proceeds of the NBC Sale as a partial repayment of the
     Mortgage Loan. Upon satisfaction of the Mortgage Loan, this fee was
     expensed by the Company during the third quarter of 1996.

     Merger with Holdings

     On June 30, 1997, the Predecessor merged with and into Holdings, with
     Holdings being the surviving corporation. Pursuant to the merger, Holdings
     succeeded to the Predecessor's beneficial interest in the Company and
     Holdings was renamed Rockefeller Center Properties, Inc.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

     Basis of preparation

     The accompanying financial statements are prepared in accordance with
     generally accepted accounting principles ("GAAP"). The preparation of
     financial statements in conformity with GAAP requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Actual results could differ from
     those estimates.



                                        7
<PAGE>   10
                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (cont'd)
                                   (UNAUDITED)

     The accompanying financial statements present the Company's balance sheet,
     as successor to the Predecessor, as of September 30, 1997 and December 31,
     1996 and the results of operations for the quarter and nine months ended
     September 30, 1997 and for the period from July 10, 1996 to September 30,
     1996 and the cash flows for the nine months ended September 30, 1997 and
     the period from July 10, 1996 to September 30, 1996. The accompanying
     financial statements also present the Predecessor's results of operations
     for the periods from July 1, 1996 to July 9, 1996 and January 1, 1996 to
     July 9, 1996 and cash flows for the period from January 1, 1996 to July 9,
     1996.

     These financial statements should be read in conjunction with the Company's
     Annual Report on Form 10-K for the year ended December 31, 1996.

     Pursuant to Accounting Principles Bulletin No.16, Business Combinations,
     the Merger was accounted for using purchase accounting, pursuant to which
     the purchase price was allocated among the assets and liabilities of the
     Company based on the fair market value of the assets and liabilities on the
     Effective Date. As of September 30, 1996 these allocations had not been
     finalized. Statement of Financial Accounting Standards No. 38, Accounting
     for Preacquisition Contingencies of Purchased Enterprises, allows the
     acquiring company up to one year to adjust the fair market value of the
     assets and liabilities acquired. Certain purchase accounting adjustments
     were recorded in the fourth quarter of 1996 which were not reflected in the
     accompanying statement of operations for the Company for the period from
     July 10, 1996 to September 30, 1996. These adjustments were to properly
     record the fair value of the 14% Debentures, the buildings and the land. If
     these adjustments had been recorded during the period from July 10, 1996 to
     September 30, 1996, the net loss would have decreased from $11,446 to
     $9,504.

     There have been no significant changes in accounting principals or the
     estimates used in the preparation of the financial statements since the end
     of the most recently completed fiscal year.


3.   MORTGAGE LOAN AND INTEREST INCOME

     Due to the significant uncertainties caused by the filing of the Chapter 11
     Plan, the Predecessor limited recognition of income on the Mortgage Loan
     for the periods from July 1, 1996 to July 9, 1996 and from January 1, 1996
     to July 9, 1996 to the cash actually received from the Previous Owners. No
     cash was received by the Company during the period from July 10, 1996 to
     September 30, 1996.


4.   DEBT

     Convertible Debentures

     The Convertible Debentures were issued pursuant to an Indenture, dated as
     of September 15, 1985 (as amended, the "Indenture"), between the
     Predecessor and Manufacturers Hanover Trust Company (now the United States
     Trust Company) as Trustee. The Convertible Debentures were convertible into
     shares of Common Stock of the Predecessor on the maturity date, December
     31, 2000, and upon certain other events. On July 10, 1996, pursuant to the
     terms of the Indenture, the Indenture was amended in connection with the
     Merger to provide that the holder of a Convertible Debenture shall, after
     the Effective Date and only at such times as may be provided by the terms
     and conditions of the Indenture and such Convertible Debenture, have the
     right to convert such Convertible Debenture only into cash in an amount
     equal to eight dollars ($8.00) in respect of each share of Common Stock of
     the Predecessor into which such Convertible Debenture could otherwise have
     been converted at the time of conversion pursuant to the terms and
     conditions of the Indenture and such Convertible Debenture. At such time,
     the Company became the successor to the Predecessor under the amended
     Indenture.


                                        8
 
<PAGE>   11
                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (cont'd)
                                   (UNAUDITED)


     Upon maturity, the Convertible Debentures are also exchangeable into
     nonconvertible floating rate notes, at the holder's option. In the event a
     holder of a Convertible Debenture fails to timely surrender such
     Convertible Debenture for conversion or exchange, such holder shall be
     deemed to have elected to exchange such Convertible Debenture, unless the
     holders of 90% of the aggregate principal amount of such series of
     Convertible Debentures have elected to convert their Convertible
     Debentures, in which case such holder shall be deemed to have elected to
     convert such Convertible Debenture. After exchange, the floating rate notes
     would mature on December 31, 2007 and, would be prepayable anytime at the
     Company's option, at par. The notes will bear interest at the three-month
     London Interbank Offering Rate ("LIBOR") plus 1/4% or such greater spread
     (not in excess of 1%) as would, in the opinion of a major international
     investment bank selected by the Company, cause such notes to trade at par.

     Prior to 1994, the Predecessor had repurchased and retired 36.4% of
     original principal amount of the Current Coupons and 38.4% of the face
     amount of the Zero Coupons. The Predecessor's repurchase of its Convertible
     Debentures was initially funded through floating rate short-term unsecured
     bank loans which were later fully repaid when the Predecessor initiated a
     commercial paper program. The commercial paper borrowings were fully repaid
     in 1994 with proceeds from sales of the Predecessor's portfolio securities,
     operating cash flow and the issuance of 14% Debentures and Floating Rate
     Notes (see below).

     Interest expense recognized by the Predecessor on the Convertible
     Debentures was based on the average yields to the maturity date. The
     average yields were computed (using the interest method with semiannual
     compounding) by (1) combining the differing coupon rates on the Current
     Coupons and (2) amortizing the original issue discount related to the Zero
     Coupons. The resulting effective annual interest rates were 9.23% and
     10.23% through the Effective Date for the Current Coupons and Zero Coupons,
     respectively. Upon consummation of the Merger, the carrying value of the
     Zero Coupons was adjusted by the Company to reflect the fair market value
     using an imputed interest rate of 12.10%. The face amount of the Zero
     Coupons is approximately $586.2 million.

     The Current Coupons bore interest from the date of issuance until December
     31, 1994 at the rate of 8% per annum, and therefore at the rate of 13% per
     annum payable annually on December 31 of each year. On August 28, 1996, the
     Current Coupons were redeemed at the principal amount of approximately
     $213.2 million plus accrued interest.

     GSMC Facility

     Pursuant to a Loan Agreement dated December 18, 1994, between the
     Predecessor and GSMC (as Agent and as Lender), the Predecessor issued
     Floating Rate Notes totaling $150 million (the "GSMC Facility"). The
     Predecessor made mandatory principal payments on the Floating Rate Notes of
     approximately $33.7 million, which reduced the principal balance to
     approximately $116.3 million prior to the Effective Date. On July 17, 1996,
     a total of approximately $106.3 million of the outstanding principal,
     approximately $1.2 million of accrued interest and a prepayment penalty of
     approximately $1.6 million was prepaid by the Company. Pursuant to the
     Amended and Restated Loan Agreement dated July 17, 1996, the Company was
     named as successor in interest to the Predecessor. The GSMC Facility, among
     other things, was amended to change the maturity date of the Floating Rate
     Notes to January 31, 1997 and provided for an Additional Advance, as
     defined, up to a maximum outstanding balance of $60 million. Subsequent
     amendments to the Amended and Restated Loan Agreement had extended the
     maturity date to May 31, 1997. On May 16, 1997, the remaining $10 million
     of principal was prepaid, plus accrued interest of approximately $196,000
     and a prepayment penalty of $150,000. At that time the GSMC Facility was
     terminated.



                                              9
<PAGE>   12
                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (cont'd)
                                   (UNAUDITED)

     The Floating Rate Notes bore interest based on 90-day LIBOR plus 4% which
     was reset two business days prior to each interest payment date. The
     weighted average interest rate for the period from January 1, 1997 through
     the repayment date, May 16, 1997, was 9.52% for the Company, and 9.48% for
     the nine months ended September 30, 1996 for the Company and the
     Predecessor. Interest was payable quarterly on March 1, June 1, September
     1, and December 1 of each year.

     The Merger Agreement provided that GSMC would make a line of credit (the
     "GSMC Loan") available to the Predecessor during the period between
     November 7, 1995 and the earlier of (1) the consummation of the Merger as
     contemplated by the Merger Agreement or (2) any termination of the Merger
     Agreement. The GSMC Loan accrued interest at the rate of 10% per annum
     (compounded quarterly) and was prepayable at any time without penalty. The
     Predecessor borrowed a total of approximately $63.7 million under the GSMC
     Loan which was repaid, along with accrued interest, on July 17, 1996 by the
     Company.

     14% Debentures

     The 14% Debentures were issued pursuant to a Debenture Purchase Agreement
     dated as of December 18, 1994 between the Predecessor and Whitehall and
     amended effective July 10, 1996 to, among other things, name the Company as
     the successor in interest to the Predecessor. The unsecured 14% Debentures
     mature on December 31, 2007 and bear interest at a rate of 14% per annum.
     On May 16, 1997, the agreement was further amended in conjunction with the
     execution of the NationsBank Loan (see below), to change the semi-annual
     interest payment dates from each June 2 and December 2 to each July 31 and
     January 31, respectively.

     The Company's interest expense for the 14% Debentures includes the
     amortization of a premium adjustment to reflect the carrying amount of the
     14% Debentures at their estimated fair value as of the Effective Date. The
     premium on the 14% Debentures is being amortized on the effective interest
     method until maturity. The Predecessor's interest expense on the 14%
     Debentures includes the straight line amortization of the original issue
     discount related to the Warrants and SARs (see below) through the maturity
     date, December 31, 2007.

     Under the terms of the 14% Debentures, to the extent that Net Cash Flow, as
     defined, is insufficient to pay interest on an interest payment date, the
     Company will not be obligated to pay interest on the 14% Debentures on such
     date and such interest will accrue. If an Event of Default, as defined,
     were to occur and be continuing, the 14% Debentures would bear interest at
     18% per annum. Upon the occurrence of an Event of Default, the holders of
     the 14% Debentures may declare the unpaid principal thereof and accrued
     interest thereon due and payable. The 14% Debentures are redeemable in
     whole or in part at any time after December 30, 2000 provided the Floating
     Rate Notes have been paid in full. The Debenture Purchase Agreement
     provides for decreasing penalties for early redemption of the 14%
     Debentures before December 31, 2003.

     In connection with the issuance of the 14% Debentures in December 1994, the
     Predecessor issued to Whitehall 4,155,927 Warrants, to acquire shares of
     newly issued Common Stock of the Predecessor and 5,349,541 Stock
     Appreciation Rights ("SARs"),which were exchangeable for 14% Debentures or,
     under certain circumstances, for Warrants on a one-for-one basis. The
     Predecessor was required to make adjustments to earnings for the difference
     between the aggregate principal amount of 14% Debentures issuable upon
     exchange of the SARs (SARs liability) and the value at which the SARs
     liability was carried. In connection with the Merger (see Note 1), all
     outstanding Warrants and SARs were contributed by Whitehall through
     Holdings to the Predecessor at a value of $4.00 per Warrant and SAR and
     were then canceled.



                                       10
<PAGE>   13
                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (cont'd)
                                   (UNAUDITED)

     NationsBank Credit Facility

     The Company entered into a Credit Agreement (the "NationsBank Credit
     Agreement") dated as of May 16, 1997, with NationsBank of Texas, N.A.
     ("NationsBank"), pursuant to which NationsBank agreed to make term loans
     (the "NationsBank Loans") to the Company in an aggregate principal amount
     of up to $100 million. On May 16, 1997, NationsBank made a term loan to the
     Company in the principal amount of $55 million. 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 at the end of each
     interest period. As of September 30, 1997, interest was accruing at 7.5% on
     the initial $55 million and no other NationsBank Loans have been made. The
     maximum amount of 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 NationsBank Loans to
     12/31/00 and such loans will bear interest based on LIBOR plus 2.125%
     during such extension period.

     In connection with the NationsBank Loans, the Company purchased an interest
     rate protection agreement from Goldman Sachs Capital Markets L.P. capping
     LIBOR at 7.69% during the first two years of the initial term and at 8.69%
     thereafter including the extension period.

     As a condition to making the NationsBank Loans, the holder of the 14%
     Debentures and the Company executed an intercreditor and subordination
     agreement pursuant to which the holder of the 14% Debentures agreed (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 and/or certain of their
     affiliates entered into a Limited Recourse Agreement dated as of May 16,
     1997, in favor of NationsBank.

     Interest rate swap agreements

     In connection with its short term floating rate debt, the Predecessor
     entered into interest rate swap agreements with financial institutions that
     were intended to fix a portion of the Predecessor's interest rate risk on
     floating rate debt. The Predecessor paid a fixed rate of interest
     semi-annually and received a variable rate of interest semi-annually based
     on 180-day LIBOR. In connection with the issuance of the Floating Rate
     Notes and 14% Debentures in December 1994, the Predecessor retired all but
     three of its interest rate swap agreements. The remaining three contracts
     have an aggregate notional amount of $105 million and each expires during
     1998.

     The amount to be paid or received from interest rate swap agreements is
     accrued as floating interest rates are reset semi-annually.

     On the Effective Date, the Company assumed the three remaining interest
     rate swap agreements and adjusted the carrying value of the swap
     liabilities to reflect their estimated fair value of approximately $5.3
     million. For each swap, the Company and the Predecessor paid a net weighted
     average rate of interest of 3.76% and 3.91% for the nine months ended
     September 30, 1997 and 1996, respectively. As of September 30, 1997 and
     December 31, 1996, the net weighted average interest rate of swaps
     outstanding for the Company was 3.69% and 3.93%, respectively.



                                       11
<PAGE>   14
                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (cont'd)
                                   (UNAUDITED)

     The interest rate swaps were used by the Predecessor for hedging purposes,
     therefore the fair value of these swaps are not reflected in the
     Predecessor's balance sheet and the incremental revenue or expense is
     recognized in the Predecessor's statements of operations.

     The interest rate swaps are reported in the Company's financial statements
     on a mark to market basis. As of September 30, 1997 and December 31, 1996,
     the carrying amount of all interest rate swap agreements was reported as a
     liability by the Company of approximately $2.5 million and $5.2 million
     respectively, based on information supplied by the swap counterparties to
     the swap contracts. During the nine months ended September 30, 1997, the
     Company recorded an adjustment of approximately $2.7 million to properly
     mark to market the swaps as of September 30, 1997 and reflected the
     adjustment as reduction of interest expense in the Company's statement of
     operations.

5.   CONTRIBUTIONS, DISTRIBUTION AND NET LOSS PER SHARE

     Pursuant to the Stock Subscription and Stockholders Agreement dated July 9,
     1996 that organized Holdings, the Limited Liability Company Agreement dated
     July 9, 1996 that organized LLC (hereinafter Holdings, and LLC will be
     collectively referred to as the "Owners") and the Amendment Agreement dated
     May 1, 1997 among the Owners, the Owners are required to provide additional
     contributions up to the Maximum Additional Mandatory Contribution, as
     defined, totaling $82.5 million. The Maximum Additional Mandatory
     Contribution shall be used to fund unforeseen capital expenditures and
     similar contingencies reasonably necessary to protect and maintain the
     value of the Property. During the nine months ended September 30, 1997, the
     company made cash distributions to each of its Owners in an aggregate
     amount of $44,127,504. RCPI and LLC would have each received 50% of the
     distribution but for the preferred return earned by the LLC. During the
     nine months ended September 30, 1997 LLC contributed an additional $10,000
     to the Company and LLC receives an 8% cumulative preferred return on the
     $10,000 contribution.

     The Indenture governing the Convertible Debentures limits cash
     distributions to the Owners of the Company to the amount of cumulative
     Distributable Cash. The Indenture defines Distributable Cash as cash
     receipts from operations less operating expenses and interest. The amount
     of Distributable Cash, net of dividends and distributions paid (including
     the distribution referred to above), at September 30, 1997 and December 31,
     1996 was approximately $49 million and $63 million respectively. This
     amount includes cash flows from operating activities and certain investing
     activities, net of dividends paid, from the Predecessor's inception through
     July 9, 1996 of approximately $70 million. As interest income was not
     received by the Predecessor during the period when the Previous Owners were
     under Chapter 11 protection, net cash flows from operations of the
     Property, which accrued to the benefit of the Company during this period,
     are also included.

     Net loss per share for the Predecessor is based upon 38,260,704 average
     shares of Common Stock outstanding during the six months ended June 30,
     1996. For this period, fully diluted net loss per share is not presented
     since the effect of the assumed conversion of the Convertible Debentures,
     Warrants and SARs would be anti-dilutive.

6.   LEGAL MATTERS

     On January 23, 1995, Bear, Stearns & Co., Inc. and Donaldson, Lufkin &
     Jenrette Securities Corporation commenced an action against the Predecessor
     in the Supreme Court of New York, County of New York. The plaintiffs
     alleged that the Predecessor breached a contract relating to the
     plaintiffs' provision of investment banking services to the Predecessor in
     connection with a proposed 1994 transaction. The plaintiffs sought $5.1
     million, plus costs, attorneys' fees and interest. On October 19, 1995, the
     Predecessor filed an answer to the complaint which denied the plaintiffs'
     allegations and asserted numerous affirmative defenses. On June 11,


                                       12
<PAGE>   15
                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (cont'd)
                                   (UNAUDITED)

     1996, the plaintiffs moved for partial summary judgment on their claim for
     $950,000 in advisory fees and reimbursement of expenses incurred in
     connection with the underlying proposed transaction. On December 19, 1996,
     the court granted plaintiffs' motion, and on February 5, 1997, the court
     entered judgment on that claim in the total amount, including pre-judgment
     interest, of $1,115,612.33. The Company satisfied that judgment prior to
     trial. The trial regarding the plaintiffs' claims for its "success fees"
     and indemnification of legal fees and expenses commenced on February 24,
     1997. On March 3, 1997, during the course of the trial, the parties agreed
     to a settlement. Pursuant to the settlement agreement, the Company paid
     plaintiffs $2 million, and plaintiffs dismissed the lawsuit with prejudice.
     Plaintiffs and the Company executed mutual releases of all claims arising
     out of the engagement of plaintiffs in connection with the proposed 1994
     transaction.

     On May 24, 1995, Jerry Krim commenced an action encaptioned Krim v.
     Rockefeller Center Properties, Inc. and Peter D. Linneman. On June 7, 1995,
     Kathy Knight and Moishe Malamud commenced an action encaptioned Knight, et
     al. v. Rockefeller Center Properties, Inc. and Peter D. Linneman. Both
     actions were filed in the United States District Court for the Southern
     District of New York and purport to be brought on behalf of a class of
     plaintiffs comprised of all persons who purchased the Predecessor's Common
     Stock between March 20, 1995 and May 10, 1995. The complaints allege that
     the Predecessor and Dr. Linneman violated the federal securities laws by
     their purported failure to disclose, prior to May 11, 1995, that the
     Previous Owner would file for bankruptcy protection. The cases have been
     consolidated. On July 28, 1995, Predecessor and Dr. Linneman filed answers
     to the complaints denying plaintiffs' substantive allegations and asserting
     numerous affirmative defenses. On September 22, 1995, plaintiffs served an
     Amended Class Action Complaint adding the Predecessor's remaining directors
     and its president as defendants. In addition to the foregoing claims, the
     Amended Complaint also asserts a cause of action for breach by the
     Predecessor's directors and its president of their fiduciary duties by
     approving the Agreement and Plan of Combination dated as of September 11,
     1995, between the Predecessor and Equity Office Holdings, L.L.C. ("EOH")
     (the "Combination Agreement"). The plaintiffs are seeking damages in such
     amount as may be proved at trial. Plaintiffs are also seeking injunctive
     relief, plus costs, attorneys' fees and interest. Plaintiffs' counsel has
     advised that they may further amend the complaints in both actions. The
     Company intends to vigorously contest these actions.

     On November 15, 1996, Charal Investment Co., Inc. and C.W. Sommer & Co.
     filed a purported class action complaint in the United States District
     Court for the District of Delaware against certain former directors and
     officers of the Predecessor and against certain of the Company's indirect
     shareholders. Plaintiffs alleged that the defendants violated Section 10(b)
     of the Securities and Exchange Act of 1934 (the "Act") and Rule 10b-5
     promulgated thereunder, and Section 14 of the Act and Rule 14a-9
     promulgated thereunder by allegedly failing to provide adequate disclosure
     of the alleged possibility of a sale or lease financing of a portion of the
     Property to NBC and its parent corporation, GE, prior to the shareholder
     vote on the Merger. The complaint sought unspecified damages, recession of
     the Merger and/or disgorgement. The Company may have indemnity obligations
     with respect to one or more of the defendants. On December 11, 1996 and
     December 18, 1996, identical complaints were filed in the federal court in
     Delaware by additional plaintiffs. On January 13, 1997, all these actions
     were consolidated under the caption In re Rockefeller Center Properties,
     Inc. Securities Litigation, Cons. C.A. No 96-543 (RRM) ("In re RCPI"). On
     January 31, 1997, all defendants moved to dismiss the complaint for failure
     to state a claim. On March 3, 1997, the plaintiffs in In re RCPI responded
     to the motion to dismiss by filing an amended complaint. The two federal
     securities law claims remain the same, but the plaintiffs added new
     allegations that defendants failed adequately to disclose (i) the existence
     of certain transferable development rights, or air rights, that were
     obtained by the Company in connection with the Merger, and (ii) alleged
     negotiations with Christie's Auction House and the Walt Disney Company to
     become new tenants at Rockefeller Center. On April 30, 1997, defendants
     supplemented their initial motion to dismiss by moving to dismiss the
     amended complaint for failure to state a claim. On May 9, 1997, the court
     signed a supplemental order of consolidation admitting four new plaintiffs.
     Oral argument was held in connection with the motion to dismiss on October
     7, 1997 and the motion is currently under consideration by the Court.


                                       13
<PAGE>   16
                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (cont'd)
                                   (UNAUDITED)

     On January 21, 1997, an action entitled Flashman v. Goldman, Sachs & Co.,
     97 Civ. 0403 (MGC) (S.D.N.Y.), was filed in New York Federal court
     containing allegations substantially similar to those in the original
     complaint in In re RCPI. Subsequently, the plaintiff in Flashman joined as
     a plaintiff in the amended complaint filed in In re RCPI and voluntarily
     dismissed the New York action without prejudice.

     On February 25, 1997, an action entitled Debora v. Rockefeller, et. al., 97
     Civ. 01312 (LLS) ("Debora"), was filed in the United States District Court
     for the Southern District of New York. The complaint in Debora was
     substantially similar to the original complaint in In re RCPI. The
     defendants are the same in both actions. Subsequently, the plaintiff in
     Debora voluntarily dismissed the action without prejudice and joined as a
     plaintiff in In re RCPI.

     On July 31, 1995, L.L. Capital Partners, L.P. commenced an action against
     the Predecessor in the United States District Court in the Southern
     District of New York. The plaintiff alleged that, the Predecessor's
     prospectus dated November 3, 1993, failed to disclose its purported belief
     that the Rockefeller Interests and Mitsubishi Estate would cease to fund
     the Previous Owner's cash flow shortfalls. On January 3, 1997, the parties
     entered into a settlement agreement and executed and filed stipulations of
     dismissals and releases dismissing all claims, counterclaims and third
     party claims with prejudice. In connection with the dismissal, the Company
     paid L.L. Capital Partners, L.P. the sum of $50,000.

     On September 13 and 14, 1995, five class action complaints, captioned
     Faegheh Moezinia v. Peter D. Linneman, Benjamin D. Holloway, Peter G.
     Peterson, William F. Murdoch, Jr. and Rockefeller Center Properties, Inc.;
     Martin Zacharias v. B.D. Holloway, P.G. Peterson, W.F. Murdoch, P.D.
     Linneman Rockefeller Center Properties, Inc.; James Cosentino v. Peter D.
     Linneman, Benjamin D. Holloway, Peter G. Peterson, William F. Murdoch, Jr.
     and Rockefeller Center Properties, Inc.; Mary Millstein v. Peter D.
     Linneman, Peter G. Peterson, Benjamin D. Holloway, William F. Murdoch, Jr.
     and Rockefeller Center Properties, Inc.; and Robert Markewich v. Peter D.
     Linneman and Daniel M. Neidich, et al. were filed in the Delaware Court of
     Chancery. On October 11, 1995, an additional complaint captioned Hunter
     Hogan v. Rockefeller Center Properties, Inc., et al. was filed in the
     Delaware Court of Chancery. Each of the complaints purports to be brought
     on behalf of a class of plaintiffs comprised of stockholders of the
     Predecessor who have been or will be adversely affected by the Combination
     Agreement. All of the complaints allege that the Predecessor's directors
     breached their fiduciary duties by approving the Combination Agreement. The
     plaintiffs seek damages in such amount as may be proved at trial.
     Plaintiffs also seek injunctive relief, plus costs and attorneys fees. On
     November 8, 1995, the Delaware Court of Chancery entered an order
     consolidating these actions under the caption In re Rockefeller Center
     Properties, Inc. Shareholders Litigation, Consol. C.A. No. 14612. In a
     status report filed with the court on February 28, 1997, plaintiffs counsel
     represented to the court that the actions "had been mooted" and that an
     application for counsel fees was being prepared. The Company intends to
     contest any such application vigorously.

     On July 31, 1996, a Petition for Appraisal, captioned Solomon v.
     Rockefeller Center Properties, Inc., C.A. No. 15155, was filed in the
     Delaware Court of Chancery. The petitioners allege that the consideration
     paid to RCPI's stockholders in conjunction with the Merger was inadequate
     and they request that the Court determine the fair value of their stock at
     the time of the Merger. Predecessor filed its Response to the Petition for
     Appraisal on October 7, 1996, in which it asserts that the fair value of
     Predecessor common stock at the time of the Merger was not more than $8.00
     per share and asks the Court to so determine.

     Although the outcome of claims, litigation and disputes cannot be predicted
     with certainty, in the opinion of management based on facts known at this
     time, the resolution of such matters are not anticipated to have a material
     adverse effect on the financial position or results of operations of the
     Company. As these matters continue to proceed through the process to
     ultimate resolution, it is reasonably possible that the Company's
     estimation of the effect of such matters could change within the next year.


                                       14
<PAGE>   17
                                     RCPI TRUST
                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATION


     Due to the change in ownership on July 10, 1996, a full nine month period
     ended September 30, 1996 does not exist for either the Company or the
     Predecessor. As there are no comparable nine month periods, the discussion
     below relates only to the results of operations of the Predecessor for the
     six months ended June 30, 1996 and the financial condition and results of
     operation of the Company for the six months ended June 30, 1997. A
     comparison of the results of operations of the Company for the quarter
     ended September 30, 1997 and the period from July 10, 1996 to September 30,
     1996 is included in the section captioned "Results of Operations - RCPI
     Trust". Management believes that the variation resulting from the nine days
     difference between periods is not material. In addition, pro forma
     operating statements are presented in this section to provide a meaningful
     comparison of the results of operation of the Property for the nine months
     ended September 30, 1997 and 1996 as if the acquisition of the Property and
     the NBC Sale (see below) had occurred on January 1, 1996.


     RESULTS OF OPERATIONS - ROCKEFELLER CENTER PROPERTIES, INC.

     The Predecessor's principle source of revenue was interest income received
     on the Mortgage Loan. For the six months ended June 30, 1996 the
     Predecessor limited recognition of income on the Mortgage Loan to the cash
     actually received. Since the Previous Owner filed for Chapter 11 protection
     on May 11, 1995, and through the Effective Date, the Predecessor did not
     receive any interest payments and accordingly no income was recognized.

     Other income for the six months ended June 30, 1996 was approximately
     $36,000, and relates to interest earned on cash deposits.

     Amortization of deferred debt issuance costs for the six months ended June
     30, 1996 was approximately $1.8 million. The total relates to normal
     amortization of deferred debt issuance costs related to the Current
     Coupons, Zero Coupons, 14% Debentures, and Floating Rate Notes.

     The Predecessor was required to adjust the SAR liability to reflect the
     aggregate principal amount of 14% Debentures that would have been issuable
     upon exchange of the SARs on June 30, 1996. This adjustment, which is
     directly related to the increase in the Predecessor's stock price, resulted
     in an expense of approximately $1.9 million for the six months ended June
     30, 1996. Concurrent with the Merger, the Predecessor's SARs and Warrants
     were canceled.

     During the six months ended June 30, 1996 the Predecessor recognized
     approximately $398,000 in expenses related to the March 25, 1996 special
     meeting of stockholders. The stockholders approved the Merger Agreement on
     that date.

     All debt of the Predecessor was transferred to the Company on the Effective
     Date. To provide a more meaningful analysis, interest expense recognized by
     the Company for the six months ended June 30, 1997 is compared to interest
     expense recognized by the Predecessor for the six months ended June 30,
     1996. The following table illustrates comparative interest expense for the
     six months ended June 30, 1997 and 1996.



                                       15
<PAGE>   18
                                   RCPI TRUST
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATION (cont'd)


<TABLE>
<CAPTION>
                                                   ($ In Thousands)
                                            For the six months ended June 30
                                                  1997             1996
                                               --------           --------

<S>                                            <C>                <C>     
Zero coupon convertible debentures             $ 22,470           $ 17,971
Current coupon convertible debentures                --             11,022
14% debentures                                    4,579              5,489
NationsBank Loan                                    541                 --
Floating rate notes                                 507              5,588
GSMC Loan                                            --              2,379
Interest rate swaps and other                       (13)             2,054
                                               --------           --------

Total                                          $ 28,084           $ 44,503
                                               ========           ========
</TABLE>


     Interest expense on the Zero Coupons increased partially as a result of the
     accretion of the principal amount, which increases the carrying value of
     the Zero Coupons each year. In addition, the accretion had compounded at an
     effective interest rate of 10.23% prior to the Merger. As of the Effective
     Date, the fair market value of the Zero Coupons was adjusted, and the
     carrying amount of the Zero Coupons has been accreting at 12.10% since that
     date.

     The Predecessor recognized approximately $11.0 million of interest expense
     on the Current Coupons for the six months ended June 30, 1996. As the
     Current Coupons were redeemed on August 28, 1996, the Company did not
     recognize any interest expense for the six months ended June 30, 1997.

     Interest expense on the 14% Debentures accrued at the pay rate of 14%, plus
     amortization of the discount related to the warrants and SARs, prior to the
     Effective Date. As of the Effective Date, the fair market value of these
     Debentures was adjusted resulting in a premium. As a result of premium
     amortization related to this adjustment, the effective interest rate on the
     14% Debentures has been approximately 9.03% since the Effective Date.
     Accordingly, interest expense is lower for the six months ended June 30,
     1997.

     On May 16, 1997 the Company entered into the NationsBank Credit Agreement.
     As of June 30, 1997 the Company had borrowed $55 million under the
     NationsBank Credit Agreement. Interest expense for the six months ended
     June 30, 1997 was approximately $541,000. There is no corresponding expense
     for the six months ended June 30, 1996.

     On September 1, 1995, the Predecessor repaid $33.7 million of the $150
     million of Floating Rate Notes originally issued in December 1994. On July
     17, 1996, the Company prepaid an additional $106.3 million of outstanding
     principal plus accrued interest. On May 16, 1997 the remaining $10 million
     of principal was repaid. Interest expense related to the Floating Rate
     Notes is lower for the six months ended June 30, 1997 due to the smaller
     principal balance outstanding during that period. Interest expense on the
     swap agreement, which the Predecessor had accounted for as a component of
     interest expense related to the Floating Rate Notes, has been reclassified
     for this analysis.

     Interest expense related to the GSMC Loan was approximately $2.4 million
     for the six months ended June 30, 1996. The GSMC Loan was repaid in full on
     July 17, 1996, thus there is no related expense for the six months ended
     June 30, 1997.



                                       16
<PAGE>   19
                                   RCPI TRUST
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATION (cont'd)

     Other interest expense for the six months ended June 30, 1997 resulted in a
     credit of $13,000 as a result of the mark to market adjustment of
     approximately $2.0 million, which fully offset interest expense related to
     the interest rate swap agreements. The Predecessor did not account for the
     interest rate swap agreements on a mark to market basis, thus there is no
     corresponding adjustment for the six months ended June 30, 1996.


     LIQUIDITY AND CAPITAL RESOURCES - RCPI TRUST

     Land and Building

     As discussed above, on July 17, 1996, the Property was transferred to the
     Company and the related Mortgage Loan was canceled. Concurrently, the
     Previous Owners sold the NBC Space to GE, NBC, and their affiliates for
     $440 million. The NBC Space, measured in accordance with the standards
     promulgated by the New York Real Estate Board in 1987, accounted for
     approximately 1.5 million square feet, or 20.5% of the total area of the
     Property. At September 30, 1997 the Property, exclusive of the NBC Space,
     was approximately 86.3% occupied. Occupancy rates for the Property at
     various dates are presented in the following table. Occupancy rates for
     dates prior to the Effective Date have been adjusted to account for the
     sale of the NBC space.

         June 31, 1997               86.4%         September 30, 1996      82.8%

         March 31, 1997              83.3%         June 30, 1996           82.2%

         December 31, 1996           83.6%         March 31, 1996          83.8%

      The following table shows selected lease expirations and vacancy of the
      Property as of September 30, 1997. 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.


                              Square Feet               Percent
               Year             Expiring                Expiring
               ----             --------                --------

               Vacant           809,538                  13.7%
               1997 *           121,000                   2.1%
               1998             331,184                   5.5%
               1999             203,646                   3.5%
               2000             446,581                   7.6%
               2001             125,545                   2.1%
               Thereafter     3,862,203                  65.5%
                              ---------                  -----

               Total          5,899,697                 100.0%
                              =========                 ======


               * Represents square feet and vacancy percentage for the quarter
                 ended December 31, 1997.



                                       17
<PAGE>   20
                                   RCPI TRUST
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATION (cont'd)


      Debt

      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%. Concurrent with the Merger, the carrying value of the Zero Coupons
      was adjusted to reflect the fair market value as of the Effective Date. As
      a result, the effective annual interest rate was adjusted from 10.23% to
      12.10%. At September 30, 1997 and December 31, 1996, the carrying value of
      the Zero Coupons, net of unamortized discount, was approximately $396.4
      million and $362.2 million, respectively.

      The Current Coupons were redeemed on August 28, 1996. Principal in the
      amount of $213.2 million plus accrued interest of $18.3 million was paid
      on that date. Interest accrued at the pay rate of 13% from the Effective
      Date through the redemption date. Prior to the Effective Date, interest
      accrued at an effective annual interest rate of 9.23%.

      The GSMC Loan was repaid in full on July 17, 1996. The total payment of
      $65.8 million included accrued interest of $2.8 million. Interest accrued
      at 10% from inception through the payment date.

      On July 17, 1996, outstanding principal and accrued interest on the
      Floating Rate Notes in the amount of $106.3 million was prepaid and on May
      16, 1997, the remaining $10 million of principal was repaid. Interest had
      accrued at LIBOR plus 4%. Interest was paid quarterly on March 1, June 1,
      September 1, and December 1.

      The 14% Debentures have a principal balance of $75 million and mature on
      December 31, 2007. On the Effective Date, 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 January 31 and July 31. As of September
      30, 1997 and December 31, 1996, the carrying value of the 14% Debentures
      was approximately $100.1 million and $101.2 million, respectively.

      On May 16, 1997, the Company entered into the NationsBank Credit Agreement
      and as of September 30, 1997 has drawn $55 million under its $100 million
      facility and has incurred $1.6 million in interest.

      Cash Flow

      During the nine months ended September 30, 1997 the Company received cash
      flows of approximately $30.7 million from operations of the Property. The
      Company used this cash flow from operations and its existing cash balance
      to fund tenant improvements of approximately $10.4 million and other
      leasing costs of approximately $12.9 million. In addition, the Company
      expended approximately $9.5 million for building improvements, furniture,
      fixtures and equipment. Legal costs and placement fees incurred in
      connection with the closing of the NationsBank Credit Agreement were
      approximately $3.4 million.

      The Company believes that its current cash balance and future cash flows
      from operations, together with the remaining undrawn amount pursuant to
      the NationsBank Credit Agreement, will be sufficient to fund its
      requirements for the foreseeable future.



                                       18
<PAGE>   21
                                   RCPI TRUST
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATION (cont'd)


      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

      As the Company has only been active since July 10, 1996, pro forma
      operating statements for the nine months ended September 30, 1997 and 1996
      have been prepared as if the Property had been acquired on January 1,
      1996. The discussion below highlights certain items included on the
      Company's operating statement for the nine months ended September 30,
      1997, which are not otherwise discussed. For a discussion of comparative
      results of operations of the Property related to the pro forma operating
      statements, refer to the caption "Pro Forma Results of Operations - The
      Property." The remaining information in this section is a discussion of
      comparative results of operations for the Company for the quarter ended
      September 30, 1997 and for the period from July 10 to September 30, 1996.

      Base rent increased for the quarter ended September 30, 1997 in part due
      to an increase in occupancy to 86.3% from 82.8% as of September 30, 1996.
      In addition, base rent for the quarter ended September 30, 1997, as
      compared to the period from July 10, 1996 to September 30, 1996 increased
      due to new leases signed with higher rental rates in 1997. It should also
      be noted that although the Company began operations on July 9, 1996, it
      did not own the Property and therefore record rental income until July 17,
      1996.

      Interest and other income has decreased for the quarter ended September
      30, 1997, as compared to the period from July 10 to September 30, 1996,
      primarily due to the fact that a one time termination payment was received
      in 1996 totaling $1.2 million.

      Interest expense has decreased in the quarter ended September 30, 1997, as
      compared to the period from July 10, 1996 to September 30, 1996, primarily
      due to the fact that prior year results include a prepayment penalty on
      the Floating Rate Notes of $1.8 million.

      Real estate taxes have increased in the quarter ended September 30, 1997,
      as compared to the period from July 10, 1996 to September 30, 1996,
      partially due to a slight increase in the assessed value of the Property.
      In addition, although the Company began operations on July 10, 1996, it
      did not own the Property and therefore record real estate tax expense
      until July 17, 1996.

      The decrease in professional fees for the quarter ended September 30,
      1997, as compared to the period from July 10, 1996 to September 30, 1996
      is due to the fact that the Company incurred approximately $6.1 million in
      costs related to the NBC Sale in 1996.

      PRO FORMA RESULTS OF OPERATIONS - THE PROPERTY

      To provide a more meaningful comparison of results of operations, pro
      forma statements of operations have been presented for the nine months
      ended September 30, 1997 and 1996 as if the acquisition of the Property by
      the Company had occurred on January 1, 1996. The pro forma statements of
      operations are based upon the Company's statement of operations for the
      nine months ended September 30, 1997 and the Previous Owners' statement of
      operations for the period from January 1, 1996 to July 17, 1996, the
      "Transfer Date" and the Company's results from the transfer date to
      September 30, 1996.


                                       19
<PAGE>   22
                                   RCPI TRUST
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATION (cont'd)

      The pro forma statements of operations for the nine months ended September
      30, 1997 and 1996 have been adjusted to show the effect of (i) gross
      revenues and operating expenses had the NBC Sale occurred on January 1,
      1996; (ii) interest expense had the GSMC Loan and Current Coupons been
      repaid in full, and had $106.3 million of principal on the Floating Rate
      Notes been paid on January 1, 1996; (iii) depreciation and amortization
      expense had the Property been purchased and had the NBC Sale occurred on
      January 1, 1996, and (iv) general and administrative expenses had certain
      bankruptcy related costs not been incurred by the Previous Owners and had
      costs related to the NBC Sale been incurred on January 1, 1996.

      The pro forma results are for illustrative purposes only, and do not
      purport to be indicative of the actual results which would have occurred,
      nor are they indicative of future results of operations.

<TABLE>
<CAPTION>
                                                                        ($ In Thousands)
                                                                Nine months ended September 30,

                                                                    1997              1996
                                                                 ---------          ---------
<S>                                                              <C>                <C>
 Gross Revenue:
 Rent and other tenant charges                                   $ 137,084          $ 135,456
 Interest income                                                     1,152              2,413
                                                                 ---------          ---------
                                                                   138,236            137,869
 Operating Expenses:
 Real estate taxes                                                  25,030             25,503
 Utilities                                                          12,593             11,769
 Maintenance, engineering, and other operating expenses             32,967             41,665
 Depreciation and amortization                                      14,330             11,988
 Management fee                                                      2,516              4,428
 General and administrative                                          6,984             10,748
                                                                 ---------          ---------
                                                                    94,420            106,101
                                                                 ---------          ---------
Earnings before interest                                            43,816             31,768
Interest expense                                                    43,578             38,755
                                                                 ---------          ---------
Net income (loss)                                                $     238          ($  6,987)
                                                                 =========          =========
</TABLE>


      Rent and other tenant charges increased by approximately $1.6 million for
      the nine months ended September 30, 1997 as compared to the same period in
      the prior year. Occupancy increased slightly to 86.3% at September 30,
      1997 as compared to 82.2% at June 30, 1996. The increase in rent and other
      tenant charges is also due in part to new leases signed at higher rental
      rates than were existing in the prior year and termination payments
      received totaling $1.2 million.

      The decrease in utilities; maintenance, engineering and other operating
      expenses; and management fees in an aggregate amount of $9.8 million is
      due to achieving cost reductions during the first nine months of 1997.

      The decrease in general and administrative expenses is due primarily to
      legal and professional fees related to the NBC Sale of approximately $6.1
      million, which were incurred during the first nine months of 1996. This
      decrease in 1997 is offset by the $2.0 million settlement and $617,000 of
      legal fees expended during the nine months ended September 30, 1997
      related to the settlement of the Bear Sterns & Co., Inc. and Donaldson,
      Lufkin & Jenrette Securities Corporation lawsuit.

      Based on pro forma calculations, interest expense increased by $4.8
      million for the nine months ended September 30, 1997. This increase is due
      primarily to interest related to the Zero Coupons, which compound at
      12.10% annually resulting in an additional $3 million of expense during
      1997. In addition $1.5 of interest expense related to the NationsBank Loan
      was incurred during the first nine months of 1997 with no corresponding
      expense during 1996.


                                       20
<PAGE>   23
                                         RCPI TRUST
                                 PART II - OTHER INFORMATION


         ITEM 1.     Legal Proceedings

         The information set forth in Note 6 to the financial statements is
         incorporated herein by reference. See also the Company's Quarterly
         Reports on Form 10-Q for the periods ended March 31, 1997 and June 30,
         1997.




                                       21
<PAGE>   24
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 period 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.

             (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 Company's Annual Report on Form 10-K for
                    the year ended December 31, 1996.

             (4.5)  Instrument of Resignation, Appointment and Acceptance dated
                    as of December 1, 1993 among the Registrant, 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.

             (4.6)  Credit Agreement, dated as of May 16, 1997, between the
                    Company, NationsBank of Texas, N.A. and the Lenders parties
                    thereto 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.

             (4.7)  Intercreditor and Subordination Agreement, dated as of May
                    16, 1997, among WHRC Real Estate Limited Partnership, as
                    attorney-in-fact for the 14% Debenture holder, the Company
                    and NationsBank of Texas, N.A. 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.

             (4.8)  Limited Recourse Agreement, dated as of May 16, 1997, made
                    by certain members of the Investor Group and for certain of
                    their affiliates in favor of NationsBank of Texas, N.A. 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.

             (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.



                                       22
<PAGE>   25
                                   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:  November 14, 1997          By:   /s/ David Augarten
                                                 ------------------
                                                 Vice President
                                                 (Principal Financial Officer)






                                       23