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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Rockefeller Center Properties, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
773102 10 8
(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 6, 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 [ ].
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Whitehall Street Real Estate Limited Partnership V
("Whitehall"), WH Advisors, L.P. V, WH Advisors, Inc. V, The Goldman Sachs
Group, L.P., and Goldman, Sachs & Co. ("GS&Co") (collectively, the
"Reporting Persons") hereby amend the report on Schedule 13D, dated
January 3, 1995, as amended by Amendment No. 1 thereto dated September 12,
1995, Amendment No. 2 thereto dated September 19, 1995 and Amendment No. 3
thereto dated October 6, 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 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding the
following paragraph at the end thereof:
On October 6, 1995, Rockefeller advised the Whitehall
Investors that Rockefeller is fully committed to participation in the
Merger Proposal and has waived any rights to terminate his participation
therein.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the
following paragraph as a new numbered paragraph 10 immediately after
numbered paragraph 9 appearing therein:
10. On October 6, 1995, the Investor Group informed
RCPI that it had extended the expiration of its Merger Proposal
to midnight on Monday, October 9, 1995.
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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 6, 1995
WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP V
By: WH Advisors, L.P. V, General Partner
By: WH Advisors, Inc. V,
General Partner
By:
/s/ Ralph Rosenberg
Name: Ralph Rosenberg
Title: Vice President
