SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
ROCKEFELLER CENTER PROPERTIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
773102 10 8
(CUSIP Number)
Andrew Nathan
Tishman Speyer Properties, L.P.
520 Madison Avenue
New York, New York 10022
(212) 715-0375
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 16, 1995
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with this statement [ ].
Tishman Speyer Properties, L.P. ("Tishman Speyer"),
Rockprop, L.L.C. ("Rockprop"), David Rockefeller (together with his
designated affiliates, "Rockefeller"), Troutlet Investments Corporation
(together with its designated affiliates, "Troutlet") and EXOR GROUP
Societe Anonyme (together with its designated affiliates,
"EXOR")(collectively, the "Reporting Persons"), hereby amend the report on
Schedule 13D, dated October 18, 1995 (the "Schedule 13D"), filed by the
Reporting Persons in respect of the Common Stock of Rockefeller Center
Properties, Inc., a Delaware corporation ("RCPI"), as set forth in this
Amendment. Capitalized terms used but not defined herein shall have the
meanings given such terms in the Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the
following paragraph as a new numbered paragraph 4 immediately after numbered
paragraph 3 appearing therein:
4. On October 16, 1995, the Whitehall Investors, Tishman
Speyer, Rockefeller, EXOR and Troutlet executed a letter
agreement in which they agreed that the Merger Proposal will
remain open until the close of business on Monday, October 23,
1995. A copy of the letter agreement is attached hereto as
Exhibit 17 and is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by inserting the
following paragraph as a new lettered paragraph (a) immediately after the
second paragraph appearing therein:
(a) On October 16, 1995, the Whitehall Investors, Tishman
Speyer, Rockefeller, EXOR and Troutlet executed a letter agreement in
which they agreed that the Merger Proposal will remain open until the
close of business on Monday, October 23, 1995. A copy of the letter
agreement is attached hereto as Exhibit 17 and is incorporated herein
by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the
following immediately at the end thereof:
Exhibit No. Exhibit Page
___________ _______ ____
17 Letter Agreement, dated --
October 16, 1995, by and
among Whitehall Street Real
Estate Limited Partnership
V, Goldman, Sachs & Co.,
Goldman Sachs Mortgage
Company, Tishman Speyer
Properties, L.P., David
Rockefeller, EXOR GROUP
S.A. and Troutlet
Investments Corporation
SIGNATURE
After reasonable inquiry and to our best knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: October 26, 1995
Tishman Speyer Properties, L.P.
By: Tishman Speyer Properties, Inc.,
General Partner
By: /s/ Jerry I. Speyer
______________________________
Jerry I. Speyer, President
Rockprop, L.L.C.
By: Tishman Speyer Crown Equities
Its: Managing Member
By: Tishman Speyer Associates
Limited Partnership,
General Partner
By: /s/ Jerry I. Speyer
_______________________
Jerry I. Speyer/
Robert V. Tishman,
General Partner
By: TSE Limited Partnership,
General Partner
By: /s/ Charles H. Goodman
_________________________
Charles H. Goodman,
General Partner
David Rockefeller
By: /s/ Peter W. Herman
______________________________
Peter W. Herman
Attorney-in-Fact
Troutlet Investments Corporation
By: /s/ Squire N. Bozorth
______________________________
Squire N. Bozorth
Attorney-in-Fact
EXOR GROUP Societe Anonyme
By: /s/ Ernest Rubenstein
______________________________
Ernest Rubenstein
Attorney-in-Fact
Istituto Finanziario Industriale S.p.A.
By: /s/ Ernest Rubenstein
______________________________
Ernest Rubenstein
Attorney-in-Fact
Giovanni Agnelli & C. S.a.a.
By: /s/ Ernest Rubenstein
______________________________
Ernest Rubenstein
Attorney-in-Fact
/s/ Ernest Rubenstein
_____________________________
Giovanni Agnelli, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Umberto Agnelli, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Gianluigi Gabetti, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Cesare Romiti, by Ernest
Rubenstein, Attorney-in-Fact
EXHIBIT 17
October 16, 1995
Tishman Speyer Properties, L.P.
David Rockefeller
Exor Group S.A.
Troutlet Investments Corporation
Reference is made to the Letter Agreements, dated October 1,
1995, as amended by the Letter Agreement, dated October 6, 1995, among
Whitehall Street Real Estate Limited Partnership V, Goldman, Sachs & Co.,
Goldman Sachs Morgan Company, Tishman Speyer Properties, L.P. and David
Rockefeller, as further amended by the Letter Agreement dated October 11,
1995, among the parties hereto (collectively, the "Investor Group Letter"),
relating to their proposal to acquire Rockefeller Center Properties, Inc.
Capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed thereto in the Investor Group Letter.
The parties hereto hereby agree as follows:
The Proposal, dated October 1, 1995, shall remain open until
the close of business of Monday, October 23, 1995 (subject to the terms and
conditions contained in the Proposal).
This letter may be executed in one or more counterparts, each
of which shall be an original and all of which, when taken together, shall
constitute one and the same instrument.
If the foregoing correctly sets forth the agreement reached
among the parties hereto with respect to the subject matter hereof, kindly
execute this letter in the space provided below, at which time this letter
shall serve as a binding and enforceable agreement among the parties hereto.
Very truly yours,
WHITEHALL STREET REAL
ESTATE LIMITED PARTNERSHIP V
GOLDMAN, SACHS & CO.
GOLDMAN SACHS MORTGAGE
COMPANY
By: /s/ Daniel M. Neidich
_________________________
Name: Daniel M. Neidich
Title: Partner
ACCEPTED AND
AGREED TO:
TISHMAN SPEYER PROPERTIES, L.P.
By: Tishman Speyer Properties, Inc.
its general partner
By: /s/ Jerry I. Speyer
__________________________
Name: Jerry I. Speyer
Title: President
/s/ David Rockefeller
_________________________________________*
David Rockefeller
*By: /s/ Peter W. Herman
________________________________
Peter W. Herman
Attorney-in-Fact
EXOR GROUP S.A.
By: /s/ Ernest Rubenstein
____________________________________
Ernest Rubenstein
Attorney-in-Fact
TROUTLET INVESTMENTS CORPORATION
By: /s/ Andreas C. Dracopoulos
________________________________
Andreas C. Dracopoulos
Attorney-in-Fact
