<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Amendment No. 1
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ x ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ROCKEFELLER CENTER PROPERTIES, INC.
(Name of Registrant as Specified in Its Charter)
ROCKEFELLER CENTER PROPERTIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transactions applies:
...................................................................
2) Aggregate number of securities to which transaction applies:
...................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
...................................................................
4) Proposed maximum aggregate value of transaction:
...................................................................
5) Total fee paid:
...................................................................
* Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ x ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form and Schedule and the date of its filing.
1) Amount Previously Paid: $125.00
-------------------------------------------
2) Form Schedule or Registration Statement No.: Preliminary Proxy
Materials - File No.1-8971 -----------------
--------------------------
3) Filing Party: Rockefeller Center Properties, Inc.
-----------------------------------------------------
4) Date Filed: March 15, 1995
-------------------------------------------------------
<PAGE>
(LOGO)
April 24, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Rockefeller Center Properties, Inc. to be held on June 8 at the Auditorium at
The Equitable Center, 787 Seventh Avenue, New York City, commencing at 9:30
a.m., Eastern Daylight Savings Time. Your Board of Directors and management hope
that you will be able to personally attend.
This year, in addition to electing one director and ratifying the appointment of
independent auditors for the year 1995, you are being asked to consider and vote
upon an amendment to the Company's Certificate of Incorporation (Charter). The
adoption of the amendment will require the affirmative vote of 80% of the
outstanding shares. Also, you are being asked to vote on two stockholder
proposals. These matters are discussed in greater detail in the accompanying
proxy statement. We encourage you to read the proxy statement carefully.
Your Board of Directors recommends a vote FOR the election of one director, FOR
the approval of the amendment to the Company's Certificate of Incorporation, FOR
the approval of independent auditors and AGAINST the stockholder proposals.
Regardless of the number of shares you own or whether you plan to attend, it is
important that your shares are represented and voted at the meeting. You are
requested to sign, date and mail the enclosed proxy promptly.
If you have any questions about the matters discussed in the proxy statement,
please call the Company at 1 (800) 555-6444 or (212) 698-1440. Thank you for
your cooperation and continued support.
Sincerely,
(SIG.) (SIG.)
Dr. Peter D. Linneman Richard M. Scarlata
Chairman of the Board President & Chief Executive Officer
<PAGE>
(LOGO)
1270 Avenue of the Americas
New York, N.Y. 10020
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
Rockefeller Center Properties, Inc.
The 1995 Annual Meeting of Stockholders of Rockefeller Center
Properties, Inc. ("RCPI") will be held at the Auditorium at The Equitable
Center, 787 Seventh Avenue, New York City, on Thursday, June 8, 1995 at 9:30
a.m. Eastern Daylight Savings Time to:
1. Elect one Director for a term of three years expiring at the 1998
Annual Meeting of Stockholders.
2. Consider approval of a recommended amendment to Article NINTH of
RCPI's Certificate of Incorporation, as amended.
3. Consider ratification of the appointment of independent auditors
for the year 1995.
4. Consider a stockholder's proposal relating to the elimination of
the classification of the Board of Directors.
5. Consider a stockholder's proposal relating to the adoption of
cumulative voting.
6. Transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on April 5,
1995 as the record date for determining stockholders entitled to notice of, and
to vote at, the meeting. Only stockholders of record at the close of business on
that date are entitled to vote at the meeting.
RCPI's management hopes that as many stockholders as possible will
personally attend the meeting. If you plan to attend, please advise RCPI by
checking the box provided on the enclosed proxy card and returning it to RCPI or
otherwise providing written notice to the Secretary of RCPI of your intention to
attend. Upon receipt of your proxy with the box checked or other written notice
of your intention to attend, we will send you an admission card.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE SUGGEST THAT YOU
COMPLETE THE ENCLOSED PROXY CARD, SIGN, DATE AND RETURN IT PROMPTLY IN THE
ENCLOSED, POSTAGE-PAID RETURN ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED.
RETURNING THE PROXY CARD WILL NOT AFFECT YOUR RIGHT TO REVOKE THE PROXY OR TO
VOTE IN PERSON AT THE MEETING.
By order of the Board of Directors,
STEPHANIE LEGGETT YOUNG
VICE PRESIDENT & SECRETARY
New York, New York
April 24, 1995
<PAGE>
(LOGO) April 24, 1995
1270 Avenue of the Americas
New York, N.Y. 10020
PROXY STATEMENT
GENERAL INFORMATION
The proxy accompanying this Proxy Statement is solicited by the Board
of Directors of Rockefeller Center Properties, Inc. ("RCPI") to be voted at its
1995 Annual Meeting of Stockholders on Thursday, June 8, 1995 and at any
adjournment or postponement thereof (the "1995 Annual Meeting"). This Proxy
Statement and the accompanying form of proxy are first being mailed on or about
April 24, 1995.
The Board requests that all stockholders complete the accompanying
proxy card, and sign, date and return it in the accompanying envelope as
promptly as possible. Since many stockholders will probably not be able to
attend the 1995 Annual Meeting in person, it is necessary that a large number be
represented by proxy. The presence, in person or by proxy, of the holders of a
majority of the outstanding Common Stock of RCPI will be required to constitute
a quorum for the transaction of business at the 1995 Annual Meeting. Abstentions
and broker non-votes will be counted as present at the 1995 Annual Meeting for
the purposes of determining the presence or absence of a quorum. If a quorum is
not present, the meeting will be adjourned to such time and place as the
stockholders present may determine.
Any stockholder who executes and returns the accompanying form of
proxy may revoke it at any time prior to its exercise by giving to the Secretary
of RCPI written notice of revocation prior to the 1995 Annual Meeting or by
voting in person at the meeting. Any proxy, if returned properly executed and
not subsequently revoked, will be voted in accordance with the choices made by
the stockholder with respect to the proxy items listed therein. If authority to
vote for the nominee for Director described under Item 1--Election of Director
is not withheld, the proxy will be voted for the election of such nominee.
Unless a contrary choice is made, the proxy will be voted in favor of Item 2--
Approval of a recommended amendment to Article NINTH of RCPI's Certificate of
Incorporation, as amended (the "RCPI Charter"), in favor of Item 3--Ratification
of appointment of independent auditors, against Item 4--A stockholder's
proposal relating to the elimination of the classification of the Board of
Directors, and against Item 5--A stockholder's proposal relating to the
adoption of cumulative voting. As to any other matters which may properly
come before the 1995 Annual Meeting, the proxy will be voted in accordance with
the best judgement of the persons named in the proxy.
At April 5, 1995, the record date for the determination of
stockholders entitled to notice of and to vote at the 1995 Annual Meeting, there
were 38,260,704 shares of RCPI Common Stock outstanding, each of which is
entitled to one vote at the 1995 Annual Meeting on all matters brought before
such meeting. These shares were registered in the name of 11,356 stockholders.
The closing price of the Common Stock on the New York Stock Exchange on April 5,
1995 was $6.25.
An affirmative vote of the holders of a majority of the shares of
Common Stock present in person or represented by proxy and entitled to vote
thereon is necessary for approval of each of the proxy items listed on the
accompanying form of proxy and described below, other than the election of a
Director and approval of the recommended amendment to Article NINTH of the RCPI
Charter. The affirmative vote of the holders of a plurality of the shares of
Common Stock present in person or represented by proxy and voted thereon is
necessary for approval of the election as Director of the nominee listed on the
accompanying form of proxy and described below. Withheld votes and broker non-
votes on the election of Director will have no effect on the outcome.
Abstentions from voting on the ratification of the selection of the independent
auditors and approval of the stockholder proposal will have the same effect as a
vote against such matters. Broker non-votes on such matters will not be counted
and thus will have no impact on such matters. The affirmative vote of the
holders of at least 80% of the outstanding shares of Common Stock will be
required to constitute approval of the recommended amendment to Article NINTH of
the RCPI Charter. Abstentions and broker non-votes with respect to the
recommended amendment to Article NINTH will not be considered to constitute
affirmative votes.
<PAGE>
ITEM 1--ELECTION OF DIRECTOR
The RCPI Charter provides for a Board of Directors that is divided
into three classes of Directors with staggered three-year terms of office. At
each annual meeting of the stockholders, a successor or successors to the class
of Directors whose term then expires will be elected for a term expiring at the
annual meeting of stockholders held in the third year following the year of
election. Dr. Peter D. Linneman is the Director whose term expires at the 1995
Annual Meeting of Stockholders.
It is the intention of the persons named in the accompanying form of
proxy, unless otherwise instructed, to vote for the election of Dr. Linneman to
hold office for a term of three years, expiring at the Annual Meeting of
Stockholders in 1998, or until his successor has been elected and qualified. Dr.
Linneman has been serving as a Director since his election by the Board of
Directors on April 26, 1993 to fill the vacancy created by the resignation of
David Rockefeller as a Director on that date. Dr. Linneman was elected Chairman
of the Board of Directors on December 29, 1994 to succeed Claude M. Ballard, Jr.
who resigned as a Director as of such date.
If Dr. Linneman shall become unable to stand for election as a
Director at the 1995 Annual Meeting, an event not now anticipated by the Board
of Directors, the proxy may be voted for a substitute designated by the Board of
Directors. Information is furnished below with respect to Dr. Linneman and each
Director continuing in office.
NOMINEE FOR DIRECTOR
TERM EXPIRING IN 1995.
PETER D. LINNEMAN, age 44, has been Chairman of the Board since
December 29, 1994 and a Director since April 26, 1993. Dr. Linneman has been
associated with The Wharton School of the University of Pennsylvania since 1979,
where he is currently the Albert Sussman Professor of Real Estate, Finance and
Public Policy. Dr. Linneman also serves as the Director of The Wharton Real
Estate Center and Chairman of the Real Estate Unit. Dr. Linneman is a Director
of Gables Residential Property Trust, Kranzco Realty Trust and Universal Health
Realty Income Trust.
Dr. Linneman is a member of the Audit Committee.
DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRING IN 1996.
DANIEL M. NEIDICH, age 45, has been a Director since his election by
the remaining Directors on December 29, 1994 to fill the vacancy created by the
resignation as Director as of such date of Mr. Claude M. Ballard, Jr. Mr.
Neidich, a partner of Goldman, Sachs & Co. ("Goldman Sachs") since 1984, was
elected a Director pursuant to a Letter Agreement dated December 18, 1994 among
RCPI, Goldman Sachs and Whitehall Street Real Estate Limited Partnership V
("Whitehall") which also provides that so long as Goldman Sachs, its affiliates
and Whitehall collectively beneficially own in excess of 5% of the Common Stock,
RCPI will use its best efforts to cause the Board of Directors to include one
member designated by Goldman Sachs and to cause such designee, if elected to the
Board of Directors, to be appointed a member of each Committee of the Board
(except for temporary committees in respect of which such nominee is not
considered independent).
Mr. Neidich is a member of the Nominating, Compensation and Audit
Committees.
PETER G. PETERSON, age 68, has been a Director since the incorporation
of RCPI on July 17, 1985. Mr. Peterson has been Chairman of The Blackstone
Group, a private investment banking firm, since its founding in 1985. Mr.
Peterson is a Director of Sony Corporation and Transtar, Inc.
2
<PAGE>
Mr. Peterson is a member of the Nominating Committee and Chairman of
the Compensation Committee.
TERMS EXPIRING IN 1997.
BENJAMIN D. HOLLOWAY, age 70, has been a Director since the
incorporation of RCPI on July 17, 1985. Mr. Holloway is currently a financial
consultant. From September 1988 to March 1990, he was Vice Chairman of The
Equitable Life Assurance Society of the United States ("The Equitable"). From
June 1987 to 1988, he was President and Chief Executive Officer of Equitable
Investment Corporation, the holding company for the investment subsidiaries of
The Equitable. From 1984 to 1987, he served as Chairman and Chief Executive
Officer of Equitable Real Estate Group, Inc. He is also a Director of Alliance
Capital Management Corporation.
Mr. Holloway is a member of the Compensation Committee and Chairman of
the Audit Committee and Nominating Committee.
WILLIAM F. MURDOCH, JR., age 64, has been a Director since February
17, 1994. Mr. Murdoch has been Principal of Murdoch and Associates since 1990.
Mr. Murdoch was previously President and Chief Executive Officer of HRE
Properties, a real estate investment trust, from 1974 to 1989, and Trustee from
1974 to 1994.
Mr. Murdoch is a member of the Audit Committee.
MEETINGS AND COMMITTEES OF THE BOARD
During 1994, the Board of Directors held 15 meetings. During 1994, the
Board had standing Audit, Compensation and Nominating Committees consisting in
each case of Messrs. Ballard, Holloway and Peterson.
The Audit Committee reviews audit plans and activities and financial
controls, approves all significant fees for audit and nonaudit services provided
by the independent auditors, and recommends to the Board the annual selection of
independent auditors. The Audit Committee held two meetings during 1994.
The Compensation Committee reviews compensation of the executive
officers of RCPI and approves and evaluates employee benefit plans of RCPI. The
Compensation Committee held two meetings during 1994.
The Nominating Committee was formed to recommend in appropriate cases
(i) nominees for the Board of Directors as well as committees of the Board of
Directors and (ii) executive officers of RCPI. The Nominating Committee also
considers nominees for the Board of Directors recommended by stockholders.
Stockholders wishing to submit recommendations for nominees for election to the
Board should review the procedures summarized under "Stockholder Proposals"
below. The Nominating Committee did not meet in 1994.
During his tenure on the Board in 1994, each incumbent director
attended more than 75% of the aggregate of the total number of the meetings of
the Board of Directors and of the meetings held by all committees of the Board
of Directors on which he served. Mr. Neidich was elected on December 29, 1994.
No Board or Committee meetings were held in 1994 after his election.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the number of shares of RCPI's Common Stock
beneficially owned by Dr. Linneman, each continuing Director and all Directors
and officers of RCPI as a group, as of March 8, 1995. Such table does not
include as beneficially owned by Mr. Neidich, a partner of Goldman Sachs, shares
of RCPI's Common Stock beneficially owned by Goldman Sachs and Whitehall which
are described under "Security Ownership of Certain Beneficial Owners" below.
3
<PAGE>
Number of
Shares
Beneficially
Name Owned(1)
---- ------------
Benjamin D. Holloway........................ 3,734 (2)
Peter D. Linneman........................... 1,000 (3)
William F. Murdoch, Jr...................... 3,000
Daniel M. Neidich........................... -- (4)
Peter G. Peterson........................... 1,000
All Directors and officers as a group
(8 persons)................................. 9,913 (6)
__________________
(1) The table lists beneficial ownership in accordance with the definitions
contained in Rule 13d-3 adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended. All shares listed
are subject to the sole investment and voting power of the named beneficial
owner, except as set forth in footnotes (2), (3) and (5) below.
(2) These shares are held by Mr. Holloway as a joint tenant with his spouse
with whom he shares voting and investment powers.
(3) These shares are held by Dr. Linneman as a joint tenant with his spouse
with whom he shares voting and investment powers.
(4) Mr. Neidich is a general partner of The Goldman Sachs Group, L.P. ("G.S.
Group") and Goldman Sachs. G.S. Group is the sole shareholder of WH
Advisors, Inc. V ("Advisors Inc."), which is the sole general partner of
WH Advisors, L.P. V ("Advisors L.P."), which in turn is the sole general
partner of Whitehall, which is the direct beneficial owner of 4,155,927 of
the Company's Warrants and 5,349,541 SARs. As a general partner of G.S.
Group, Mr. Neidich could be deemed to beneficially own such Warrants and
SARs beneficially owned by Whitehall and the 651 shares of Common Stock
held by Goldman Sachs; however, Mr. Neidich disclaims beneficial ownership
of such Warrants, SARs and shares of Common Stock.
(5) Includes 106 shares held by an officer's daughter. The officer has no
voting or investment powers and disclaims beneficial ownership of such
shares.
(6) See footnotes (2), (3) and (5).
Due to RCPI's error, Mr. Murdoch's Form 3, Initial Statement of
Beneficial Ownership, was not filed with the Securities and Exchange Commission
within ten days of the month end (February 1994) in which he was elected to the
Board of Directors, as required by Section 16 of the Securities Exchange Act of
1934, as amended. Such form was filed on March 21, 1994.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The only persons who, to the knowledge of the management of the
Company, owned beneficially on January 3, 1995 more than 5% of the only class of
outstanding shares of Common Stock of the Company are set forth below:
Name and Address of Shares of Common % of
Beneficial Owner Stock Beneficially Owned Class
- ---------------- ------------------------ -----
Whitehall Street Real Estate
Limited Partnership V
85 Broad Street
New York, NY 10004 4,155,927(1) 9.7979%
4
<PAGE>
__________________
(1) In a statement of Beneficial Ownership on Schedule 13D (the "Schedule 13D")
dated January 3, 1995 filed by Whitehall, Advisors L.P., Advisors, Inc.,
G.S. Group and Goldman Sachs, such persons reported that funds controlled
by G.S. Group beneficially owned 4,155,927 shares of Common Stock by
virtue of Whitehall's ownership of 4,155,927 currently exercisable
Warrants to purchase shares of Common Stock at an exercise price of $5 per
share. Such 4,155,927 shares of Common Stock would currently represent
9.7979% of the shares of Common Stock outstanding after exercise of all
such Warrants. The Schedule 13D also stated that Goldman Sachs then held
651 shares of Common Stock in discretionary customer accounts over which
it had sole voting and dispositive power and that G.S. Group, as the
direct beneficial owner of all the capital stock of Advisors Inc., and as
a general partner of Goldman Sachs, may be deemed to indirectly
beneficially own both the 4,155,927 shares of Common Stock beneficially
owned by Whitehall and the 651 shares of Common Stock beneficially owned
by Goldman Sachs. Whitehall also owns an aggregate of 5,349,541 stock
appreciation rights exchangeable for 14% Debentures due 2007 of RCPI or
for Warrants on a one-for-one basis, unless such exchange for Warrants
would cause the holder of such Warrants to Own Excess Shares (as such terms
are used in Article NINTH of the RCPI Charter).
If the recommended amendment to Article NINTH of the RCPI Charter is
approved (See "Recommended Amendment to Article NINTH of the RCPI Charter"), the
members of the Board of Directors who are not affiliated with Goldman Sachs
(Messrs. Holloway, Linneman, Murdoch and Peterson) will, promptly after the
filing in Delaware of the related Certificate of Amendment to the RCPI Charter,
exercise the discretion granted by the recommended amendment to the Board to
adopt a resolution permitting Whitehall to exchange the SARs for Warrants and,
upon the adoption by the Board of such a resolution, the SARs will automatically
be exchanged for Warrants with the result that the persons described above would
be considered to beneficially own approximately 19.9% of the Common Stock of
RCPI outstanding assuming exercise of all Warrants outstanding after such
exchange.
EXECUTIVE OFFICERS
Information concerning the executive officers of RCPI is set forth
below:
RICHARD M. SCARLATA, age 52, has been President and Chief Executive
Officer since October 1, 1994. He was previously Senior Vice President-Finance
and Administration of RCPI since June 1992 and Treasurer from June 1993 to May
1994, and was Vice President of RCPI since March 1990 and Treasurer from March
1991 through June 1992. Mr. Scarlata had been Director-Financial Services Group
of Cushman & Wakefield, Inc. and Managing Director of Cushman and Wakefield
Realty Advisors, Inc. ("C&W Realty") from 1985 to June 1993.
STEPHANIE LEGGETT YOUNG, age 36, has been Vice President of RCPI since
December 1994 and Secretary of RCPI since June 1993. She previously was
Assistant Vice President of RCPI since March 1990. Ms. Young had been
associated with C&W Realty from 1985 to June 1993, where she directed investor
relations for RCPI.
JANET P. KING, age 32, has been Vice President of RCPI since March
1995 and Treasurer since May 1994. She previously was Director of Finance
since September 1993. From April 1993 to August 1993, she had been Eastern
Regional Controller of GFS/Northstar, which has residential and commercial real
estate interests in various states. From January 1989 to March 1993 she was
associated with Trammell Crow Residential Services as Assistant Controller and
Accounting Manager.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
is comprised of three Directors, none of whom is an employee of RCPI. The
Committee reviews RCPI's executive compensation program and policies and
determines the compensation of the officers of RCPI. Prior to June 1993, RCPI's
officers were not compensated for their services to RCPI. Instead, the officers,
who were then employed by
5
<PAGE>
Rockefeller Group, Inc. ("RGI"), the general partner of the two partnerships to
which RCPI made the $1.3 billion convertible mortgage loan (the "Mortgage Loan")
which is RCPI's principal asset, or an affiliate of RGI, received compensation
from RGI or such affiliate of RGI solely for their services to RGI and its
affiliates. Such arrangements between RCPI's executive officers and RGI and such
affiliate were terminated in June 1993.
The Committee's objective in setting the compensation of RCPI's
officers is to provide an overall compensation package which is comparable to
the level of compensation of executive officers of other mortgage real estate
investment trusts ("Mortgage REITs") (including those whose stock performance
is reflected in the peer group index set forth in the "Shareholder Return"
graph contained in this Proxy Statement) and other real estate businesses of
similar size and complexity. In this regard, the Committee considers not only
the performance of RCPI relative to other Mortgage REITs, but also the
individual experience, performance and contributions of its officers in light
of the long-term goals of RCPI.
Currently, the officers of RCPI are compensated exclusively through
base salary, bonus and customary employee benefits. The Committee has considered
establishing short- and long-term incentive programs, but has determined that,
in view of the fact that RCPI has only one principal asset, the Mortgage Loan,
it would not be appropriate at this time to adopt additional components of
senior executive compensation. In the absence of formal short- or long-term
incentive plans, bonuses are entirely discretionary and subject to the approval
of the Committee. In this regard, bonuses awarded for 1994 were in recognition
of outstanding performance and exceptional effort under unusually difficult
circumstances experienced during the year, and the Committee has stated that no
commitments were being made as to whether bonuses will be awarded by the
Committee for 1995 and subsequent years.
The base salaries for Mr. Scarlata and RCPI's two other executive
officers are, in the opinion of the Committee, consistent with competitive
practices, their experience and the level of responsibility assigned to each
officer. These base salaries are set forth in employment arrangements, which
agreements do not mandate any future increases in such salaries. The employment
agreement for Mr. Scarlata is described in this Proxy Statement under the
caption "Employment Contracts."
Given the current levels of compensation of RCPI's executive officers,
the Committee has not had to consider the impact of the adoption of Section
162(m) of the Internal Revenue Code of 1986, as amended, which, generally,
limits the deductibility of compensation in excess of $1 million paid in any
year to a corporation's chief executive officer and four most highly compensated
executive officers.
The Compensation Committee (as of December 28,1994)
PETER G. PETERSON, CHAIRMAN
CLAUDE M. BALLARD, JR.
BENJAMIN D. HOLLOWAY
6
<PAGE>
SHAREHOLDER RETURN
The following graph illustrates the performance of RCPI's Common Stock
over the five-year period ended December 31, 1994 compared to the Standard &
Poor's 500 Composite Stock-Price Index and the Mortgage REIT Total Return Index
prepared by the National Association of Real Estate Investment Trusts
("NAREIT"). The Mortgage REIT Index includes the 29 tax-qualified Mortgage
REITs which trade on the New York Stock Exchange, American Stock Exchange and
NASDAQ; RCPI is a single asset Mortgage REIT. The graph assumes the investment
of $100 on December 31, 1989, and the reinvestment of all dividends.
[GRAPH]
5-YEAR TOTAL RETURN TO SHAREHOLDERS
DOLLARS
180
160
140
120
100
80
60
40
20
12-31-89 12-31-90 12-31-91 12-31-92 12-31-93 12-31-94
YEARS
__________RCPI - - - - S&P 500 -- - -- - NAREIT Mortgage
1989 1990 1991 1992 1993 1994
RCPI 100 102.05 92.15 53.20 54.27 45.23
S&P 500 100 96.89 126.28 135.88 149.52 151.55
NAREIT Mortgage 100 81.63 107.62 109.68 125.64 95.11
REMUNERATION OF EXECUTIVE OFFICERS AND DIRECTORS FOR 1994
COMPENSATION OF EXECUTIVE OFFICERS.
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the annual
and long-term compensation for services in all capacities to RCPI for the fiscal
year ended December 31, 1994 for the current and the former (until September 30,
1994) chief executive officer of RCPI. No other executive officers received
salary and bonus of $100,000 or more in 1994.
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------------
Name and Principal Other Annual All Other
Position Year(2) Salary($) Bonus($) Compensation($)(3) Compensation($)(4)
- ------------------ ------- --------- -------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Edward P. Fontaine 1994 $225,000 $ 0 $23,618 $10,470
President & Chief 1993 175,000 0 2,246 4,097
Executive Officer(1) 1992 0 0 0 0
Richard M. Scarlata 1994 $188,750 $45,000 $ 7,407 $10,564
President & Chief 1993 n/a n/a n/a n/a
Executive Officer (5) 1992 0 0 0 0
Senior Vice President,
Finance & Administration
7
<PAGE>
<FN>
__________________
(1) Mr. Fontaine retired effective September 30, 1994.
(2) Prior to June 1993, Mr. Fontaine was an officer of RGI and was compensated
by RGI and Mr. Scarlata was an officer of C&W Realty and was compensated by
C&W Realty.
(3) "Other Annual Compensation" consists of amounts reimbursed to Messrs.
Fontaine and Scarlata for the payment of certain taxes.
(4) "All Other Compensation" for 1994 consists of $4,500 and $5,663 contributed
by RCPI to the Rockefeller Group, Inc. Incentive Savings Plan (the "ISP"),
which RCPI has adopted as a participating employer, for the benefit of
Messrs. Fontaine and Scarlata, respectively, and $5,970 and $4,901
payments for life insurance premiums for Messrs. Fontaine and Scarlata,
respectively.
(5) Effective October 1, 1994, Mr. Scarlata was elected President & Chief
Executive Officer. Prior to that date, he served as Senior Vice President,
Finance & Administration. In 1993, Mr. Scarlata's total annual salary and
bonus were less than $100,000.
</TABLE>
THE PENSION PLAN. RCPI has adopted the Retirement Income Plan for
Salaried Employees of Rockefeller Group, Inc. (the "RIP") as a participating
employer. The RIP is a defined benefit pension plan intended to be tax-qualified
under Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code"). In general, officers and employees of RCPI become participants in the
RIP six months after their employment commences.
The following table illustrates the annual pension benefits payable to
certain participants, including the Chief Executive Officer, under the RIP
assuming retirement in 1994 at age 65, based on the straight-life annuity form
of benefit payment and not subject to deduction or offset for an employee's
primary Social Security benefit.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service
-------------------------------------------------------------------
Remuneration 15 20 25 30 35
- ------------ -- -- -- -- --
<S> <C> <C> <C>
$125,000 $28,125 $37,500 $46,875 $56,250 $62,500
150,000 33,750 45,000 56,250 67,500 75,000
175,000 33,750 45,000 56,250 67,500 75,000
200,000 33,750 45,000 56,250 67,500 75,000
225,000 33,750 45,000 56,250 67,500 75,000
250,000 33,750 45,000 56,250 67,500 75,000
300,000 33,750 45,000 56,250 67,500 75,000
350,000 33,750 45,000 56,250 67,500 75,000
400,000 33,750 45,000 56,250 67,500 75,000
</TABLE>
The RIP provides for a monthly Retirement Insurance Benefit at age 65
equal to 1.5% of final salaried compensation multiplied by years of credited
service up to a maximum of 30 years plus 1.0% of final salaried compensation
multiplied by years of credited service over 30 years. Final salaried
compensation is the average monthly total base salary, bonuses, overtime and
commissions including all amounts contributed by RCPI to the ISP on behalf of
the employee ("Salary," "Bonus," and the portion of "All Other Compensation"
attributable to contributions to the ISP in the Summary Compensation Table) for
the last 3 years of employment. Pursuant to recently enacted changes to the
Internal Revenue Code, compensation in excess of $150,000 is not taken into
account under the RIP.
8
<PAGE>
In connection with Mr. Fontaine's voluntary resignation on September
30, 1994, he became entitled to receive, pursuant to the terms of the RIP as of
such date, an annual straight life annuity of $12,006 commencing at age 65. Mr.
Fontaine also may elect a reduced benefit commencing at an earlier date or an
actuarially equivalent option form of benefit under the RIP.
All executive officers participate in the RIP. Outside directors of
RCPI (all current RCPI Directors are "outside directors" for this purpose) are
not eligible to participate in the RIP. The years of credited service under the
RIP as of December 31, 1994 for Mr. Fontaine was 4 years, and for Mr. Scarlata,
19 years (of which only 1.5 years relate to his service for RCPI).
EMPLOYMENT CONTRACTS AND TERMINATION AND CONSULTING AGREEMENTS.
Effective October 1, 1994, RCPI entered into two agreements: a termination and
consulting agreement with Edward P. Fontaine, and an employment agreement with
Richard M. Scarlata, who replaced Mr. Fontaine as President and Chief Executive
Officer of RCPI. The terms of each agreement are outlined below.
Mr. Fontaine's termination and consulting agreement supersedes his
prior employment agreement dated June 10, 1993, and acknowledges his voluntary
resignation from all offices and positions with RCPI and its affiliates. Under
the terms of his new agreement, Mr. Fontaine received a $25,000 fee as
compensation for rendering exclusive consulting services to RCPI during the
period beginning October 1, 1994 and ending December 31, 1994. He is not
entitled to any benefits, rights or entitlements under any plans of RCPI
pursuant to this agreement, and has no authority to bind RCPI or make any
commitments on its behalf. A confidentiality provision survives the termination
of the consulting period.
For the duration of his employment agreement, Mr. Scarlata will
receive a base annual salary, which is currently $225,000, plus the right to
participation in RCPI's welfare and retirement plans, and selection of
perquisites generally available to senior executives up to an amount equivalent
to 5% of base annual salary. Compensation arrangements are to be reviewed and
updated by RCPI's Board of Directors annually on or about October 1 of each
year. The agreement shall terminate upon the occurrence of the earlier of four
stated events: (i) Mr. Scarlata's death or disability; (ii) Mr. Scarlata's
voluntary termination (upon ten days notice); (iii) the second anniversary of
the date on which either Mr. Scarlata or RCPI gives notice that the agreement
shall terminate on that date; or (iv) termination by RCPI for cause. In the
event of termination by RCPI other than pursuant to the two year notice
provision or for cause, or if Mr. Scarlata terminates voluntarily within 90 days
of a change in opportunity, Mr. Scarlata is entitled to continuation of his base
salary and participation in RCPI's welfare and retirement plans until he reaches
age 55 or for two years, whichever is longer, as well as professional
outplacement assistance and continued office and secretarial support and other
perquisites for the duration of the severance period. In the event that RCPI
terminates the agreement pursuant to the two year notice provision, Mr. Scarlata
will be entitled to salary and benefits until he reaches age 55. This agreement
requires confirmation that Mr. Scarlata does not and will not have any business
relationship with RGI or its affiliates, and will not become personally involved
with real property or act as a principal in connection with any transaction that
involves RCPI.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The
Compensation Committee in 1994 consisted of Messrs. Ballard, Holloway and
Peterson. The present committee consists of Messrs. Holloway, Neidich and
Peterson. No officers of RCPI act as Directors.
COMPENSATION OF DIRECTORS. All Directors who are not affiliated
directly or indirectly with RGI ("Independent Director") are entitled to receive
annual retainers of $25,000 for service on the Board. Each of RCPI's current
Directors except Mr. Neidich (who did not receive an annual retainer for 1994)
received $25,000 pursuant to the retainer arrangement in 1994. Effective
December 6, 1994, Board members also will receive $1,000 for attendance at each
meeting in excess of four meetings per annum. Messrs. Holloway, Linneman,
Murdoch and Peterson each received additional attendance fees of $3,000 in 1994.
Mr. Ballard
9
<PAGE>
received additional attendance fees of $2,000 in 1994. In addition, the Chairman
of the Board of Directors, so long as that person is an independent director,
will be paid a fee of $25,000 per year for services as Chairman in addition to
regular fees for service as a Director. Mr. Ballard received $25,000 for his
services as Chairman in 1994. Directors receive no other compensation from RCPI
except as set forth below under "INDEMNIFICATION" and "REIMBURSEMENT."
INDEMNIFICATION. The By-laws of RCPI provide that RCPI shall
indemnify, to the extent permitted by applicable law, its Directors, officers,
employees and agents against liabilities (including expenses, judgments, fines
and settlements) incurred by them in connection with any actual or threatened
action, suit or proceeding to which they are or may become parties and which
arises out of their status as Directors, officers, employees or agents. RCPI
maintains insurance which insures, within stated limits, the Directors and
executive officers against these liabilities.
REIMBURSEMENT. All Directors and executive officers are entitled to
receive reimbursement from RCPI for travel and other expenses incurred in
connection with their duties as Directors and executive officers of RCPI. During
1994 such reimbursements totalled $23,443.
TRANSACTIONS WITH MANAGEMENT AND THEIR ASSOCIATES
AND CERTAIN BUSINESS RELATIONSHIPS
For a description of the transactions in December 1994 between RCPI
and Goldman Sachs, of which Mr. Neidich is a partner, and Whitehall see
"Recommended Amendment to Article NINTH of the RCPI Charter--Goldman
Sachs/Whitehall Transaction" below.
ITEM 2--RECOMMENDED AMENDMENT TO ARTICLE NINTH OF THE RCPI CHARTER
BACKGROUND
In order for RCPI to qualify for the tax treatment accorded a real
estate investment trust (a "REIT") under the Internal Revenue Code of 1986, as
amended (the "Code"), not more than 50% of the outstanding shares of RCPI Common
Stock and other securities convertible into such shares may be owned directly or
indirectly, actually or constructively, by five or fewer individuals or certain
tax exempt entities during the last half of RCPI's taxable year, and the Common
Stock must be owned by 100 or more persons during at least 335 days of a taxable
year of 12 months or during a proportionate part of a shorter taxable year.
Article NINTH of the RCPI Charter contains a restriction (the "Restriction") on
transfers of shares of RCPI which is designed to ensure that these requirements
are met. The Restriction first makes void any transfer of shares of Common Stock
to any Person (defined to include corporations and partnerships and other legal
entities in addition to individuals) if such transfer would cause any Person to
Own (defined to include ownership under the applicable attribution rules of the
Code as well as beneficial ownership as defined under Rule 13a-3 under the
Securities Exchange Act of 1934 as in effect on July 15, 1985) in excess of 9.8%
(the "Limit") of the outstanding shares of RCPI Common Stock. If,
notwithstanding this provision, any Person Owns more than 9.8% of the
outstanding shares of RCPI Common Stock, the shares in excess of 9.8% would
constitute "Excess Shares". The purported holder of the Excess Shares could not
vote the Excess Shares, would not receive dividends on the Excess Shares
(dividends on Excess Shares would be placed in an account for payment when those
shares were no longer classified as Excess Shares), and the Excess Shares would
be subject to purchase by RCPI at their market value as reflected in the latest
market quotation or, if no quotations are available, as determined in good faith
by the Board of Directors. In addition, if any Person knowingly Owns shares in
excess of the Limit and RCPI loses its REIT qualification under the Code or
becomes a personal holding company as a result of not satisfying the Code
requirements described above, that Person would be required to indemnify RCPI
for the full amount of any resultant damages and expenses. This liability might
include increased corporate taxes, attorneys' fees, and administrative costs.
The Restriction also gives the Board the authority to enforce the
Restriction by whatever means the Board, in its judgment, believes necessary.
10
<PAGE>
GOLDMAN SACHS/WHITEHALL TRANSACTION
In December 1994 the Company issued to Goldman Sachs Mortgage Company
$150,000,000 aggregate principal amount of Floating Rate Notes due 2000 and to
Whitehall $75,000,000 aggregate principal amount of 14% Debentures due 2007 and
Warrants to acquire 4,155,927 shares of Common Stock exercisable at $5 per share
and 5,349,541 stock appreciation rights ("SARs") convertible into 14% Debentures
or, subject to compliance with the Restriction, 5,349,541 Warrants.
The SARs currently are exchangeable for a principal amount of 14%
Debentures determined on the basis of a formula based on the market prices of
the Common Stock during the 30 trading days preceding the date of exercise (if
all SARs had been exchanged for 14% Debentures on April 4, 1995, approximately
$7,023,000 aggregate principal amount of 14% Debentures would have been issued
in such exchange) or, if the RCPI Charter is amended to permit the holder
thereof to effect such exchange without violating the Restriction, for Warrants
on a one-for-one basis. The terms of the SARs provide that if the RCPI Charter
is amended to permit any holder of SARs to acquire Warrants without being
considered to Own Excess Shares within the meaning of the Restriction, all SARs
owned by such holders of SARs will be automatically exchanged for Warrants.
RECOMMENDATION OF BOARD
The recommended amendment to Article NINTH of the RCPI Charter is
designed to grant to the Board of Directors of RCPI the discretion to exempt
Ownership of shares by or transfers of shares to a Person or group of Persons
from the Limit or to modify the application of the Limit to a Person or group of
Persons in such manner as the Board of Directors deems appropriate. Mr. Neidich,
who is a partner of Goldman Sachs, did not participate in the Board's
consideration of the recommended amendment. The four members of the Board of
Directors who are unaffiliated with Goldman Sachs (Messrs. Holloway, Linneman,
Murdoch and Peterson) have been advised by counsel to RCPI, Messrs. Shearman &
Sterling, that modifying the application of the Limit to Whitehall and
affiliates of Whitehall including the entities described under "Security
Ownership of Certain Beneficial Owners" above to allow Whitehall to exchange the
SARs for Warrants will not cause RCPI to lose its REIT qualification under the
Code or become a personal holding company as a result of not satisfying the Code
requirements described under "Background" above and are unanimously of the view
that it would be in the best interests of the Company if the SARs were exchanged
for Warrants and not for 14% Debentures because in the event that SARs are
exchanged for 14% Debentures, the Company would receive no additional
consideration for such Debentures. If the recommended amendment is approved
these four Directors will, promptly after the filing in Delaware of the related
Certificate of Amendment to the RCPI Charter, exercise the discretion granted by
the recommended amendment to the Board to adopt a resolution permitting
Whitehall to exchange the SARs for Warrants and, upon the adoption of such a
resolution, the SARs will automatically be exchanged for Warrants with the
result that the persons described under "Security Ownership of Certain
Beneficial Owners" above will be considered to beneficially own approximately
19.9% of the Common Stock of RCPI outstanding assuming exercise of all Warrants
outstanding after such exchange. These four members of the Board unanimously
recommend that the stockholders of RCPI vote "FOR" approval of the recommended
amendment to Article NINTH of the RCPI Charter.
TEXT OF CURRENT ARTICLE NINTH
The text of Article NINTH of the RCPI Charter as currently in effect
is reproduced as Appendix A to this Proxy Statement.
11
<PAGE>
TEXT OF RECOMMENDED AMENDMENT
The following is the text of the recommended amendment to Article NINTH of
the RCPI Charter:
1. Insert after current subparagraph (E) of Article NINTH of the RCPI
Charter a new subparagraph (F) reading, in its entirety, as follows:
"(F) The Board of Directors may, in its discretion, exempt Ownership
of shares by or transfers of shares to a Person or group of Persons from
the Limit or modify the application of the Limit to Ownership of shares by
a Person or group of Persons in such manner as the Board of Directors deems
appropriate, including, but not limited to, by declaring that the Limit
shall not apply to Ownership by or transfers to such Person or Persons or
that the Limit shall be applied to Ownership by or transfers to such Person
or Persons as though a specified percentage in excess of 9.8% were
substituted for 9.8% in (A) (a) above. Such an exemption or modification
may be subject to such conditions and terms as the Board of Directors deems
appropriate."
and
2. Redesignate current subparagraph (F) of Article NINTH of the RCPI
Charter as subparagraph (G).
CONSEQUENCES OF APPROVAL BY RCPI STOCKHOLDERS OF RECOMMENDED AMENDMENT
If the recommended amendment is approved by the RCPI stockholders the
SARs held by Whitehall and/or its affiliates will be automatically converted
into Warrants when the related Certificate of Amendment to the RCPI Charter is
filed in Delaware and the four Directors of RCPI who are unaffiliated with
Goldman Sachs adopt the necessary implementing resolution (which will occur on
the date of the 1995 Annual Meeting if the recommended amendment is approved at
the 1995 Annual Meeting by the RCPI stockholders) and the aggregate amount of
Warrants held by Whitehall and/or its affiliates will total 9,505,468. If all
such Warrants were exercised RCPI would receive cash proceeds of approximately
$47,527,000 of which approximately $26,748,000 would be attributable to the
exercise of the Warrants issued upon exchange of the SARs and Whitehall and/or
its affiliates would own approximately 19.9% of the total number of shares of
Common Stock then outstanding. The Warrants are exercisable at $5 per share.
The RCPI Charter requires the affirmative vote of the holders of not
less than 80% of the RCPI Common Stock then outstanding and entitled to vote
in order to effect any of the following:
(i) to amend RCPI's corporate purposes;
(ii) to change RCPI's authorized capitalization;
(iii) to change the provisions of the RCPI Charter in respect of the size
or classification of the Board of Directors, the filing of newly
created directorships resulting from any increase in the number
of Directors and any vacancies on the Board, the removal of any
Director, the requirement that not less than three members of the
Board and a majority of each committee of the Board be Independent
Directors (defined as Directors who are not affiliates of RGI), the
number of Directors which constitute a quorum of the Board of
Directors and the number of Directors required to take any action;
(iv) to change the requirement that any action required or permitted to be
taken by holders of RCPI's Common Stock be taken at an annual or
special meeting;
(v) to approve certain proposed mergers or transactions involving a sale
or other disposition of a substantial part of RCPI's assets which
transactions involve any person which, together with its affiliates,
holds 9.8% or more of the then outstanding RCPI Common Stock ( an
"Acquiring Person"), UNLESS (a) two-thirds of the Continuing
Directors (defined as Directors who are not affiliated with the
Acquiring Person and a member of RCPI's Board of Directors at the time
such Acquiring Person became an Acquiring Person) have approved such
transaction OR (b) such transaction meets certain "fair price"
criteria defined in the RCPI Charter; and
(vi) to amend Article NINTH of the RCPI Charter.
If (a) all of the SARs currently held by Whitehall and its affiliates
were converted into Warrants and (b) such Warrants, together with the Warrants
currently held by Whitehall and its affiliates were exercised, Whitehall and
such affiliates would own approximately 19.9% of the outstanding RCPI Common
Stock on a fully diluted basis and would have almost enough votes to block the
affirmative 80% vote required in the circumstances described above.
In connection with RCPI's issuance of securities described above under
"Goldman Sachs/Whitehall Transactions," RCPI has agreed with Goldman Sachs that
for so long as at least 2% of the aggregate amount of SARs and Warrants
initially issued are outstanding, the Board will not submit any item to holders
of RCPI Common Stock for their approval unless such item is required to be
submitted by the Delaware General Corporation Law, the RCPI Charter and RCPI's
By-laws, the rules and regulations of the Securities and Exchange Commission or
the fiduciary duty of the Directors, other than a proposal to eliminate or relax
the Restriction contained in Article NINTH of the RCPI Charter.
CONSEQUENCES OF FAILURE TO APPROVE THE RECOMMENDED AMENDMENT
If the recommended amendment is not approved by the RCPI stockholders
at the 1995 Annual Meeting it may be reproposed, or a different amendment
designed to achieve the same effect may be proposed, at a subsequent Annual or
Special Meeting of RCPI stockholders. Whitehall and/or its affiliates may
exchange the SARs for 14% Debentures at any time until the recommended amendment
or a different amendment designed to achieve the same effect is approved by the
RCPI stockholders and filed in Delaware and the Board has adopted any necessary
implementing resolution. As noted above, as of April 4, 1995 such an exchange
would have resulted in the issuance by RCPI to Whitehall and/or its affiliates
of approximately $7,023,000 aggregate principal amount of 14% Debentures and
RCPI would not have received any cash in connection with such issuance.
VOTE REQUIRED
Adoption of the recommended amendment to the RCPI Charter will require
the affirmative vote of the holders of at least 80% of the outstanding shares of
Common Stock of RCPI.
12
<PAGE>
ITEM 3--RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to stockholder ratification, the Board of Directors, acting
upon the recommendation of the Audit Committee, has appointed the firm of Ernst
& Young LLP as the independent auditors of RCPI for the year 1995 and until
their successors are selected. The firm has acted as such auditors for RCPI
since RCPI's organization.
Ernst & Young LLP also serves as the independent auditors of the two
partnerships to which RCPI has made the Mortgage Loan (collectively, the
"Borrower") and RGI. The fees received by Ernst & Young LLP from the Borrower
and RGI and their affiliates for both auditing and nonauditing services during
the years prior to 1995 totalled, and are during 1995 expected to total,
substantially less than one percent of Ernst & Young LLP's total revenues for
such years.
Representatives of Ernst & Young LLP are expected to be present at the
1995 Annual Meeting. Such representatives will have the opportunity to make a
statement should they desire to do so and will be available to respond to
appropriate questions.
The Board of Directors unanimously recommends a vote "FOR" the
ratification of the appointment of Ernst & Young LLP as independent auditors for
RCPI for the 1995 fiscal year. If this resolution is not adopted, the Board will
reconsider its selection.
ITEM 4--A STOCKHOLDER'S PROPOSAL RELATING TO THE ELIMINATION OF THE
CLASSIFICATION OF THE BOARD OF DIRECTORS
A stockholder (Mrs. Evelyn Y. Davis whose address is the Watergate Office
Building, 2600 Virginia Avenue, N.W., Suite 215, Washington, D.C. 20037) who on
the record date was the owner of 300 shares of RCPI's Common Stock, has notified
RCPI of her intention to present for action at the 1995 Annual Meeting the
following resolution:
"RESOLVED: That the stockholders of Rockefeller Center Properties,
Inc., recommend that the Board of Directors take the necessary steps to
recommend to the stockholders of the Company that the Restated Certificate
of Incorporation of the Company, as amended, be amended to require the
ANNUAL election of ALL Directors of the Company."
In support of this resolution, Mrs. Davis has submitted the following
statement:
"REASONS: The great majority of New York Stock Exchange listed
corporations elect all of their directors each year.
"This insures that ALL directors will be more accountable to ALL
stockholders each year and to a certain extent prevents the self-
perpetuation of the Board.
"Last year the owners of 5,667,032 shares representing
approximately 34% of shares voting, voted FOR this proposal.
"If you AGREE, please mark your proxy FOR this resolution."
THE DIRECTORS' STATEMENT IN OPPOSITION
As noted above under ITEM 1 - ELECTION OF DIRECTOR, the RCPI Charter
provides for a Board of Directors divided into three classes with staggered
three-year terms of office. This provision was in effect at the time of the
initial public offering of RCPI's Common Stock, was described in RCPI's
prospectus relating to that offering and has remained in effect since RCPI's
initial public offering.
13
<PAGE>
The Board believes the provisions of the RCPI Charter establishing three-
year staggered terms for its Board of Directors promote continuity and stability
in RCPI's business, strategies, management and policies. In particular, the
Board of Directors believes that a classified Board of Directors may permit RCPI
to more effectively represent the interests of all of RCPI's stockholders in a
variety of situations, including responding to the circumstances which might be
created by demands or actions by a single stockholder or stockholder group than
might be the case if the Board were not classified and a measure of continuity
from year to year on the Board were not thereby assured. In this latter respect,
the provisions of the RCPI Charter providing for a classified Board of Directors
would, together with other provisions of the RCPI Charter and RCPI's By-laws,
which have been in effect at all times since RCPI's initial public offering,
enhance the ability of your Board to deal effectively, in the interests of all
of RCPI's stockholders, with any possible unwelcome actions by any stockholder
or stockholder group.
The Board of Directors unanimously recommends a vote "AGAINST" this
proposal.
ITEM 5--A STOCKHOLDER'S PROPOSAL RELATING TO THE ADOPTION OF
CUMULATIVE VOTING
Mr. John J. Gilbert and/or Mrs. Margaret R. Gilbert whose address is
29 East 64th Street, New York, New York 10021-7043 who on the record date were
each owners of 200 shares of RCPI's Common Stock, and who have informed RCPI
that they represent an additional family interest of 200 shares, have notified
RCPI of their intention to present for action at the 1995 Meeting the following
resolution:
"RESOLVED: That the stockholders of Rockefeller Center
Properties, Inc., assembled in annual meeting in person and by
proxy, hereby request the Board of Directors to take the steps
necessary to provide for cumulative voting in the election of
directors, which means each stockholder shall be entitled to as
many votes as shall equal the number of shares he or she owns
multiplied by the number of directors to be elected, and he or
she may cast all of such votes for a single candidate, or any two
or more of them as he or she may see fit."
In support of this resolution, Mr. John Gilbert and Mrs. Margaret
Gilbert have submitted the following statement:
"REASONS: Continued strong support along the lines we
suggest were shown at the last annual meeting when 29%, 1,659
owners of 4,976,544 shares, were cast in favor of this proposal.
The vote against included 859 unmarked proxies.
"A law enacted in California provides that all state pension
holdings and state college funds, invested in shares must be
voted in favor of cumulative voting proposals, showing increasing
recognition of the importance of this democratic means of
electing directors.
"The National Bank Act provides for cumulative voting.
Unfortunately, in many cases companies get around it by forming
holding companies without cumulative voting. Banking authorities
have the right to question the capability of directors to be on
banking boards. Unfortunately, in many cases authorities come in
after and say the director or directors were not qualified. We
were delighted to see that the SEC has finally taken action to
prevent bad directors from being on the boards of public
companies.
"We think cumulative voting is the answer to find new
directors for various committees. Additionally, some
recommendations have been made to carry out the Valdez 10 points.
"The 11th should be having cumulative voting and ending
stagger systems of electing directors, in our opinion.
14
<PAGE>
"When Alaska became a state it took away cumulative voting
over our objections. The Valdez oil spill might have been
prevented if environmental directors were elected through
cumulative voting. Also, the huge derivative losses might have
been prevented with cumulative voting.
"Many successful corporations have cumulative voting. For
example, Pennzoil having cumulative voting defeated Texaco in
that famous case. Another example is Ingersoll-Rand, which has
cumulative voting and won two awards. In FORTUNE magazine it was
ranked second in its industry as "America's Most Admired
Corporations" and the WALL STREET TRANSCRIPT noted "on almost any
criteria used to evaluate management, Ingersoll-Rand excels."
Also, in 1994 they raised their dividend. We believe that
Rockefeller Center Properties should follow these examples.
"Maybe, if we had cumulative voting the stockholders
wouldn't have the continuous cutting of their dividend.
"If you agree, please mark your proxy for this resolution;
otherwise it is automatically cast against it, unless you have
marked to abstain."
THE DIRECTORS' STATEMENT IN OPPOSITION
The Board of Directors does not believe that cumulative voting for the
election of Directors would be in the interests of RCPI or its stockholders as a
whole.
The laws of most states, including those of Delaware, under whose laws
RCPI was organized, contain no requirement for cumulative voting. In compliance
with Delaware law, RCPI's By-laws have always provided that Directors are to be
elected by a plurality of the votes cast by the stockholders at a meeting called
for that purpose. Although under Delaware law the business and affairs of RCPI
must be managed by or under the direction of its Board of Directors, the device
of cumulative voting could have the effect of enabling a particular group of
stockholders to elect a particular Director to represent the special interests
of such group which might differ from those of RCPI or of the stockholders as a
whole. Any adoption of this device could foster discord and partisanship among
the Directors and tend to interfere with the effective administration of RCPI's
affairs in the best interests of all of the stockholders.
The Board of Directors believes that the maintenance of the present
system of electing Directors, whereby those Directors receiving a plurality of
votes cast by the stockholders as a whole are elected, will best enable the
Board to act for the benefit of RCPI and all of its stockholders.
The Board of Directors unanimously recommends a vote "AGAINST" this
proposal.
ITEM 6--OTHER MATTERS
The Directors know of no other matters to be brought before the 1995
Annual Meeting. If matters other than the foregoing should arise at the 1995
Annual Meeting, it is the intention of the persons named in the accompanying
form of proxy to vote thereon according to their best judgment.
15
<PAGE>
STOCKHOLDER PROPOSALS
RCPI welcomes comments or suggestions from its stockholders, including
any recommendation stockholders may have as to future Directors of RCPI. In the
event that a stockholder desires to have a proposal formally considered at the
1996 Annual Stockholders' Meeting, and included in the Proxy Statement for that
meeting, the proposal must be received in writing by the Secretary of RCPI on or
before December 31, 1995. Stockholders wishing to suggest nominees for the
Board's consideration for future elections should write to the Corporate
Secretary, Rockefeller Center Properties, Inc., 1270 Avenue of the Americas, New
York, New York 10020, stating in detail the proposed nominee's qualifications
and other relevant biographical information and providing an indication of the
proposed nominee's consent to accept nomination. RCPI's By-laws require that
written notice of the intent to make a nomination at a meeting of stockholders
must be received by the Secretary of RCPI not later than (i) with respect to an
election to be held at an annual meeting of stockholders, 90 days prior to the
anniversary date of the immediately preceding annual meeting and (ii) with
respect to an election to be held at a special meeting of stockholders for the
election of directors, the close of business on the tenth day following the date
on which notice of such meeting is first given to stockholders. Each notice must
set forth: (a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of RCPI entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) the consent of each
nominee to serve as a director of the RCPI if so elected.
PROXY SOLICITATION
The costs of solicitation of the accompanying form of proxy are being
borne by RCPI. In addition to the solicitation of proxies by mail, proxies may
be solicited by D.F. King & Co., Inc. at a fee to RCPI estimated at $10,000 plus
out of pocket costs. Persons, such as brokers, nominees and fiduciaries, holding
stock in their names for others will be requested to forward proxy material to
the beneficial owners of shares held of record by them and will be reimbursed by
RCPI for their expenses in so doing.
INFORMATION AVAILABLE TO STOCKHOLDERS
The Annual Report to Stockholders for 1994, which includes financial
statements, has been mailed or previously delivered to stockholders and does not
form a part of the material for the solicitation of proxies. If you have not
received the Annual Report, please write or call the Investor Relations
Department of RCPI, 1270 Avenue of the Americas, New York, New York 10020,
telephone numbers 1 (800) 555-6444 or (212) 698-1440 and a copy will be
forwarded to you.
Please complete, sign, and date the enclosed proxy card, which is
revocable as described herein, and mail it promptly in the enclosed, postage-
paid return envelope.
By order of the Board of Directors,
STEPHANIE LEGGETT YOUNG
VICE PRESIDENT & SECRETARY
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APPENDIX A
The following is the text of Article NINTH of the RCPI Charter as currently in
effect:
"NINTH: (A) So long as the Corporation has two or more
stockholders and subject to the terms and provisions of this
Article,
(a) Shares of stock of the Corporation shall not
be transferred to any Person (as defined in (C), below) if
such transfer would cause such Person to be the Owner (as
defined in (C), below) of more than 9.8% of the outstanding
shares (the "Limit") of the Corporation. Any transfer of
shares which would cause an accumulation of shares by any
Person in excess of the Limit shall be void and the intended
transferee of such shares shall acquire no rights in such
shares.
(b) No Person shall at any time be or become the
Owner of shares in excess of the Limit. If, notwithstanding
the provisions of (a) above, at any time a Person shall be
or become an Owner of shares of the Corporation in excess of
the Limit, those shares of the Corporation most recently
acquired by such Person which are in excess of the Limit,
including for this purpose shares deemed Owned through
attribution, shall constitute "Excess Shares". Excess Shares
shall have the following characteristics:
(1) The Owner of Excess Shares shall be
deemed to have transferred those shares to the
Corporation as trustee (the "Trustee") for the
benefit of such Person to whom such Owner shall
later transfer such shares provided that such
shares shall not be Excess Shares in the hands of
such Person;
(2) An interest in the trust holding such
Excess Shares shall be freely transferable by the
Owner thereof;
(3) Holders of Excess Shares shall not be
entitled to exercise any voting rights with
respect to such Excess Shares;
(4) Excess Shares shall not be deemed to be
outstanding for the purpose of determining a
quorum at the annual meeting or any special
meeting of stockholders;
(5) Any dividends or other distributions
with respect to Excess Shares which would have
been payable in respect of shares of the
Corporation had they not constituted "Excess
Shares" shall be accumulated by the Trustee and
deposited in a savings account in a New York bank
(which may be the Corporation's dividend
disbursing agent) for the benefit of, and be
payable to, the holder or holders of such shares
of the Corporation at such time as such Excess
Shares shall cease to be Excess Shares;
(6) Excess Shares shall be deemed to have
been offered for sale to the Corporation or its
designee at their fair market value for a period
of ninety (90) days from the date of (i) the
transfer of stock which made the shares Excess
Shares if the Corporation has actual knowledge
that such transfer creates Excess Shares as of the
date or transfer or (ii) if such transfer is not
actually known to the Corporation, the
determination by the Board of Directors in good
faith by resolution duly adopted that a transfer
creating Excess Shares has taken place. Fair
market value shall be determined as of the date of
(i) or (ii) above, and shall be the closing price
on the national stock exchange on which the shares
are listed; but if the shares are not listed
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on a national stock exchange, then the bid price
in the over-the-counter market; but if the shares
are not traded in the over-the-counter market,
then the price as determined in good faith by the
Board of Directors.
(c) If, notwithstanding the provisions of (a)
above, any Person shall knowingly Own shares in excess
of the Limit and the Corporation would have qualified
as a real estate investment trust ("REIT") or would not
have been a personal holding company but for the fact
that more than 50% of the value of its shares are held
by five or fewer individuals in the last half of the
taxable year in violation of the requirements of the
Internal Revenue Code (the "Code"), then that Person
and all legal entities which constitute that Person,
shall be jointly and severally liable for and shall pay
to the Corporation, such amount as will, after taking
account of all taxes imposed with respect to the
receipt or accrual of such amount and all costs
incurred by the Corporation as a result of the
Corporation losing its REIT qualification or being
deemed a personal holding company, put the Corporation
in the same financial position as it would have been
had it not lost such REIT qualification or become a
personal holding company (the "Indemnity"). If more
than one Person shall hold Excess Shares which cause
loss of REIT qualification, then all such Persons,
together with all legal entities which constitute any
of them, shall be jointly and severally liable, with
right of contribution, for the Indemnity. However, the
foregoing sentence shall not require that the
Corporation proceed against anyone or several of such
Persons or the legal entities which constitute them.
Should the loss of REIT qualification occur as
described above, then the Corporation may seek to have
its qualification restored for the next taxable year,
but shall not be required to do so. If the Corporation
either decides not to attempt to requalify for the
succeeding year, or is refused such requalification,
the Indemnity shall be applicable to all five taxable
years, or such longer or shorter period as successor
provisions of the Code shall require, until the
Corporation is again permitted to reelect to be taxed
as a REIT. Should the Corporation decide not to seek
qualification as a REIT at the end of such period, then
the Indemnity shall cease as of the end of the fifth
taxable year following loss of REIT status.
(d) All certificates evidencing ownership of
shares of the Corporation shall bear a conspicuous
legend describing the restrictions set forth in this
Article.
(B) (a) If the Board of Directors shall at any time
determine in good faith, by resolution duly adopted, that a
transfer has taken place in violation of Section (A) (a) or
that a Person intends to acquire or has acquired Ownership
of any shares of the Corporation which, upon acquisition,
has or would become Excess Shares, the Board of Directors
may take such action as it deems advisable to prevent or to
refuse to give effect to such transfer or acquisition,
including but not limited to refusing to give effect to such
transfer or acquisition on the books of the Corporation or
instituting proceedings to enjoin such transfer or
acquisition.
(b) Each Person who enters into a transfer in
violation of Section (A) (a), or is or becomes the
Owner of Excess Shares, is obliged immediately to give
or cause to be given written notice thereof to the
Corporation and to give to the Corporation such other
information as the Corporation may reasonably require
of such Person (1) with respect to identifying all
Owners and amount of Ownership of its outstanding
shares held directly or by attribution by such Person,
and (2) such other information as may be necessary to
determine the Corporation's status under the Code.
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(C) For the purpose of determinations to be made under
this Article,
(a) A Person shall be considered to "Own", be the
"Owner" or have "Ownership" of shares if he is treated
as owner of such shares for purposes of Subchapter M,
Part II of the Code, including ownership by reason of
the application of the ownership provisions of Sections
542 and 544 of the Code or if such Person would have
beneficial ownership of such shares as defined under
Rule 13a-3 under the Securities Exchange Act of 1934
(the "Act") (all as in effect on July 15, 1985); and
(b) "Person" includes an individual, corporation,
partnership, estate, trust, association, joint stock
company or other entity and also includes a group as
that term is used for purposes of Section 13 (d) (3) of
the Act but does not include an underwriter
participating in the initial public offering of the
Corporation's common stock for the period of the
initial distribution of such common stock after the
purchase by such underwriter of such common stock.
(c) In the case of an ambiguity in the
application of any of the provisions of (a) and (b)
above, the Board of Directors shall have the power to
determine for the purposes of this Article on the basis
of information known to it (i) whether any Person Owns
shares, (ii) whether any two or more individuals,
corporations, partnerships, estates, trusts,
associations or joint stock companies or other entities
constitute a Person, and (iii) whether any of the
entities of (ii) above constitute a group.
(D) If any provision of this Article or any
application of any such provision is determined to be
invalid by any federal or state court having jurisdiction
over the issues, the validity of the remaining provisions
shall not be affected and other applications of such
provisions shall be affected only to the extent necessary to
comply with the determination of such court.
(E) Nothing contained in this Article shall limit the
authority of the Board of Directors to take such other
action as they deem necessary or advisable to protect the
Corporation and the interests of its stockholders by
preservation of the Corporation's status as a REIT under the
Code.
(F) Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 80% of the then
outstanding shares of common stock of the Corporation then
entitled to vote shall be required to alter, amend, adopt
any provision inconsistent with, or repeal, this Article
NINTH or any provision hereof."
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ROCKEFELLER CENTER PROPERTIES, Inc.
1270 Avenue of the Americas
New York, New York 10020
Proxy for Annual Meeting of Stockholders June 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Stephanie Leggett Young and Janet P. King,
jointly and severally, proxies for the undersigned with full power of
substitution, and hereby authorizes them to represent and to vote, in accordance
with the instructions on the reverse side of this card, all shares of the Common
Stock of the Company the undersigned is entitled to vote at the Annual Meeting
of Stockholders to be held on June 8, 1995, or at any adjournment thereof. The
proxies may vote in their discretion upon such other business as may properly be
brought before the meeting or any adjournment thereof.
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on the reverse side)
<PAGE>
Please mark your votes as this
The shares represented by this proxy will be voted as directed by the
stockholder. Where no voting instructions are given, the shares represented by
this Proxy will be voted FOR Items 1, 2 and 3 and AGAINST Items 4 and 5.
__________ _________
COMMON D.R.S.
RCPI's Directors Recommend a Vote "FOR" Items 1, 2, and 3.
Item 1-Election of Director, for a term of three years expiring at the 1998
Annual Meeting of Stockholders. Nominee: Peter D. Linneman.
FOR WITHHOLD
AUTHORITY
TO VOTE
FOR NOMINEE
Item 2-Approval of a recommended amendment to Article NINTH of RCPI's
Certificate of Incorporation.
FOR AGAINST ABSTAIN
Item 3-Ratification of the appointment of Ernst & Young LLP as Independent
Auditors for the year 1995.
FOR AGAINST ABSTAIN
RCPI's Directors Recommend a Vote "AGAINST" Items 4 and 5.
Item 4-Stockholder's proposal relating to the elimination of the
classification of the Board of Directors.
FOR AGAINST ABSTAIN
Item 5-Stockholder's proposal relating to the adoption of cumulative voting.
FOR AGAINST ABSTAIN
If you plan to attend the Annual Meeting, please check this box and an admission
card will be sent to you.
Please mark, date and sign as your name appears above and return it in the
enclosed envelope. If acting as executor, administrator, trustee, guardian,
etc. you should so indicate when signing. If the signer is a corporation,
please sign full corporate name.
COMMENTS/ADDRESS CHANGE
Please mark this box if you have written comments/address change on the reverse
side. Receipt is hereby acknowledged of Rockefeller Center Properties, Inc.
Notice of Meeting and Proxy Statement.
Signature(s)__________________________________________ Date___________________
