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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)
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)
September 11, 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, WH Advisors,
L.P. V., WH Advisors, Inc. V, The Goldman Sachs Group, L.P., and Goldman,
Sachs & Co. (collectively, the "Reporting Persons") hereby amend the report
on Schedule 13D, dated January 3, 1995 (the "Schedule 13D"), filed by the
Reporting Persons in respect of events occurring on December 29, 1994 with
respect to 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 Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the
following paragraph as a new numbered paragraph 6 immediately after
numbered paragraph 5 appearing therein:
6. On September 11, Goldman, Sachs and Co. and
Whitehall Street Real Estate Limited Partnership V submitted a
letter to the Board of Directors of RCPI in which they proposed
to RCPI a recapitalization and restructuring transaction
involving RCPI. A copy of the letter is attached hereto as
Exhibit 8, 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
8 Letter, dated September 11, 1995, 4
from Goldman, Sachs & Co. and
Whitehall Street Real Estate
Limited Partnership V to the
Board of Directors of Rockefeller
Center Properties, Inc. with
attached proposal.
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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: September 12, 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
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Exhibit 8
PERSONAL AND CONFIDENTIAL
September 11, 1995
Board of Directors
Rockefeller Center Properties, Inc.
1270 Avenue of the Americas, Suite 2410
New York, NY 10020
Attention: Dr. Peter Linneman
Chairman
Gentlemen:
In response to your request that we make a better offer for a
restructuring, we are pleased to submit the enclosed proposal. We are
confident that you will find the enclosed proposal to be responsive to your
views. Whitehall Street Real Estate Limited Partnership V and Goldman
Sachs Mortgage Company (collectively, the "Whitehall Group") is pleased to
propose a recapitalization plan for Rockefeller Center Properties, Inc.
(the "Company") which is significantly better for the Company and its
shareholders than the other proposals that we understand are currently
being considered by the Company.
Our plan presents the following advantages for the shareholders of RCPI:
o Higher Price - Whitehall would pay $6.50 per share, a 16% premium
over the $5.59 previously announced, and a 24% premium over the true
effective price (net of warrants) of $5.25 or less.
o Shareholder Participation - Our proposal gives RCPI shareholders the
option to participate in this investment under the same terms as
Whitehall and thereby offset the dilution, or sell their rights into
the market.
o No Financing Condition - Our proposal is not conditioned on
financing.
o Less Dilution - Our proposal would involve the issuance of 30.8
million primary shares (plus 5.6 million warrants and SARs, under the
applicable antidilution provisions of our
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existing agreements). The existing shareholders' interest would be diluted
in our proposal from 80% to 64%, assuming they exercise their rights, and
to 45% otherwise. In the other proposal, the existing shareholders would
be diluted twice as much, from 80% to 30% ownership.
o No Investor Warrants - Whitehall would not receive any warrants in
addition to those it is already entitled to, whereas we understand
that the other alternative would provide up to 19 million warrants to
the investor.
o Honors All Existing Agreements - Our proposal is the only proposal
that is in complete compliance with all of the Company's existing
contractual obligations.
o Earlier Funding - Whitehall is prepared to fund as much as possible
immediately.
o Property Manager - After consultation with you, we shall engage the
best property manager for the Company on the merits, rather than
committing the Company to a manager/investor.
o No Mitsubishi Condition - The Whitehall proposal is not conditioned
upon the conclusion of the RCP bankruptcy or upon any agreement with
Mitsubishi. We are prepared to enter into discussions with
Mitsubishi immediately to develop a consensual plan of
reorganization.
o Whitehall Approval -- The Whitehall Group will approve this
transaction. As a fiduciary, Whitehall cannot approve any
transaction that does not respect its contractual rights.
Enclosed please find a form of letter agreement setting forth the terms of
our proposed plan of recapitalization for the company. The plan provides
for Whitehall Street Real Estate Limited Partnership V ("Whitehall") or its
designated affiliate to (i) purchase for $100 million 15,384,615 newly
issued shares of Common Stock at a price of $6.50 per share; (ii) commit to
being a stand-by purchaser of a $100 million publicly registered rights
offering of 15,384,615 newly issued shares of Common Stock at a price of
$6.50 per share; and (iii) commit to underwrite a $50 million equity rights
offering in the future, on customary terms, if the Board of Directors
determines that it is in the best interests of the Company. Additionally,
the plan provides that, at the option of the Company, Whitehall will
purchase immediately
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4,155,927 shares of Common Stock at $6.50 per share (9.8% of the then
outstanding fully diluted shares) to allow the Company immediate access to
$27.0 million of capital.
Further, we have incorporated into our proposal the treatment of our
existing position that you and we agreed upon in principle in our meeting
of August 31st, including a reduction in our fully-diluted Warrant position
and subordination of our Debentures. Indeed, our proposal is essentially
the same as your interpretation of the transaction we both agreed upon on
August 31st, except that we are paying a higher price and are giving the
shareholders a change to participate in the new investment.
Finally, relative to the other proposals, as we understand them, under our
proposal, 1) we would pay a significantly higher price per share, 2) we
would leave the existing shareholders with a higher percentage of the
equity of the Company, and 3) we would provide sufficient funds for the
Company to comfortably maintain its capital structure and to pursue
improvement and value-maximization of the property. In addition, our
proposal would have fewer conditions to its consummation than the competing
proposals and would result in substantial funds being made available to the
Company at an earlier date. Not only is our proposal clearly superior to
the other proposal that we understand is under consideration, but our
proposal is not conditioned on any diminution of our existing rights. We
understand that the other proposal is conditioned upon a substantial
diminution of our contractual rights which we could not agree to in light
of our fiduciary duty to our investors. In effect, the other proposal is
financed with unacceptable concessions from us and our investors.
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We are prepared to move expeditiously to negotiate and enter into
definitive documentation embodying the proposed plan immediately upon
receipt from you of an executed copy of the enclosed letter agreement.
Sincerely,
/s/ Daniel Neidich
Daniel Neidich
(on behalf of Goldman, Sachs & Co.
Goldman Sachs Mortgage Company
and Whitehall Real Estate Limited Partnership V)
_________________________________________________
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September 11, 1995
Rockefeller Center Properties, Inc.
1270 Avenue of the Americas
Suite 2410
New York, New York 10020
Gentlemen:
This will confirm the mutual intent of Rockefeller Center
Properties, Inc. (together with its successors, the "Company" or "RCPI"),
Whitehall Street Real Estate Limited Partnership V ("Whitehall") and
Goldman, Sachs & Co. ("GS") or designated affiliates of Whitehall or GS
(together with Goldman Sachs Mortgage Company ("GSMC"), the "Whitehall
Group") to engage in a recapitalization transaction (the "Transaction")
pursuant to which, on the terms and subject to the conditions set forth
herein, Whitehall or its designated affiliate(s) (the "Whitehall Entity")
will (i) acquire for $100 million 15,384,615 newly issued shares of Common
Stock, par value $0.01 per share, of the Company ("Common Stock") at a
price of $6.50 per share (the "Stock Purchase"), and (ii) commit to being a
stand-by purchaser of a $100 million publicly registered rights offering by
the Company of 15,384,615 newly issued shares of Common Stock at a price of
$6.50 per share (the "Rights Offering"). In addition, if the Board of
Directors of RCPI so determines within the three years following the
Transaction to raise up to $50 million of additional equity, the Whitehall
Group will commit to stand by to underwrite an equity rights offering of up
to $50 million on customary terms (including underwriting discount).
A. Equity Investment
1. Except as otherwise agreed by the parties hereto, the
consummation of the Transaction will be subject only to the receipt by the
Company of all required consents and approvals, which the Company will use
its best efforts to obtain. The Transaction is not subject to any
financing condition nor is it in any way dependent on the Company obtaining
control over the Rockefeller Center property; of course, Whitehall and GSMC
will provide the Company with any necessary consents in connection with the
Transaction. It is expected that, except as otherwise determined by the
Company (as provided in paragraph 2 hereof), the closing of the Stock
Purchase and the Rights Offering will occur simultaneously.
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2. At the option of the Company, the Stock Purchase may be
bifurcated so that Whitehall or a designated affiliate will purchase
immediately upon execution of definitive agreements relating to the
Transaction ("Definitive Agreements") up to 4,155,927 shares of Common
Stock at $6.50 per share (the "Initial Shares"), or $27,013,526 in the
aggregate, and will acquire the remaining shares of Common Stock in the
Stock Purchase at $6.50 per share ($72,986,474 in the aggregate) at the
closing of the Transaction. Any shares issued in the Stock Purchase and
the Rights Offering are referred to in this letter as the "New Shares". In
order to effect the purchase of the Initial Shares, the Company may cancel
up to that number of warrants (the "Warrants") issued to Whitehall under
the Warrant Agreement, dated as of December 18, 1994, between the Company
and Chemical Bank, as Warrant Agent, as is necessary to effect the issuance
to the Whitehall Entity of the Initial Shares under RCPI's Certificate of
Incorporation, and issue to the Whitehall Entity in exchange therefor an
equivalent number of Stock Appreciation Rights ("SARs") containing terms
identical to the SARs issued to Whitehall under the SAR Agreement, dated as
of December 18, 1994, between the Company and Chemical Bank, as SAR Agent.
3. The Warrants will remain outstanding, and all SARs will
be converted into Warrants in connection with the Transaction. In
addition, Whitehall will receive a portion of the additional Warrants it is
entitled to under Section 6 of the Warrant Agreement so that it thereby
holds, as a holder of the Warrants (including former SARs), an 18%
interest, plus its percentage interest obtained with respect to the New
Shares, in the Company on a fully diluted basis taking into account the New
Shares. The Warrants will be amended to provide that in the future they
will receive anti-dilution protection, except with respect to issuances of
equity securities for cash or property at a price equal to the then fair
market value of the securities issued.
4. Under the Rights Offering (a) Whitehall will be entitled
to participate with respect to its Warrants and SARs as if no Stock
Purchase had occurred, and the Whitehall Entity will not be entitled to
participate with respect to the shares purchased in the Stock Purchase, (b)
each holder of Common Stock will be entitled to purchase such percentage of
the offered shares of Common Stock as is equal to such holder's percentage
ownership of the Common Stock on a fully diluted basis (excluding any
shares purchased in the Stock Purchase) immediately prior to
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consummation of the Rights Offering, (c) the rights will be freely
tradeable until termination of the Rights Offering, (d) the Whitehall
Entity will purchase for its own account offered shares for which rights
are not exercised (the "Take-up Shares"), and (e) the Whitehall Entity will
be entitled to a fee, upon consummation of the Rights Offering, equal to 3%
of the aggregate value of the Take-up Shares. The Rights Offering will
remain open for at least 30 days.
5. The New Shares and the Warrants issued in respect of
Whitehall's existing Warrants and SARs will be the only equity issued in
connection with the Transaction, and will be issued in a merger of RCPI and
an entity formed by the Whitehall Entity.
6. The Whitehall Entity will be entitled to demand and
piggy-back registration of their New Shares.
7. Upon execution of the Definitive Agreements, the Company
will pay Whitehall a commitment fee equal to 3% of the aggregate dollar
value of the Rights Offering. There is no commitment fee on the Stock
Purchase.
B. Debt Restructuring
1. The up to $150 million outstanding principal amount under
the loan (the "GSMC Loan") provided for in the Loan Agreement, dated as of
December 18, 1994, between RCPI and GSMC, will be repaid at the redemption
price in effect at the time of repayment as specified in the Loan Agreement
plus all accrued interest.
2. The Debentures issued under the Debenture Purchase
Agreement, dated as of December 18, 1994, between RCPI and Whitehall (the
"Whitehall Debentures") will remain outstanding (on a non-callable basis
until December 30, 2000); the Debenture Purchase Agreement will be amended
to include market covenants for comparable securities that are no less
favorable to the holder than those contained in any new financing obtained
by the Company.
3. The $213 million of RCPI's Current Coupon Convertible
Debentures due 2000 will be repaid at par plus all accrued interest. RCPI
will partially finance such repayment and the repayment of the GSMC Loan
through the issuance of new
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financing as to which GS will have the opportunity to participate as
financial advisor.
4. The Company will use its best efforts to leave RCPI's
Zero Coupon Convertible Debentures due 2000 (the "Zero Coupons")
outstanding. In the event that the Zero Coupons remain outstanding, (a)
the Company may arrange up to $350 million of new financing, (b) the
Whitehall Debentures will be subordinated to the new financing, and (c) the
total outstanding indebtedness of the Company will be comprised of the Zero
Coupons, the Whitehall Debentures and the new financing. In the event that
either (a) notwithstanding the best efforts of the Company, the Zero
Coupons are required to be repaid or (b) new financing cannot be arranged
at LIBOR plus 350 or less from a new lender or GSMC, then the Company may
refinance the Zero Coupons. In the event that the Zero Coupons are
refinanced, (a) the Company may arrange up to $625 million of new
financing, (b) the Whitehall Debentures will be pari passu to the new
financing, (c) the interest rate on the Whitehall Debentures will be
reduced to 13%, and (d) the total outstanding indebtedness of the Company
will be comprised of the Whitehall Debentures and the new financing.
5. Upon execution of this letter agreement, the Company will
prepay any borrowing it has made under the Investment Agreement, dated as
of August 18, 1995, between the Company and Zell/Merrill Lynch Real Estate
Opportunity Partners Limited Partnership III (the "Investment Agreement")
and thereby terminate the Investment Agreement, and, in conjunction
therewith, GSMC will lend the Company up to an additional $33 million under
the Loan Agreement, dated as of December 18, 1994, between the Company and
GSMC.
C. Governance
1. The Board of Directors of the Company will be comprised
of nine directors, four of whom will be Whitehall nominees, and five of
whom will be independent directors. Whitehall will lose its right to a
nominee to the Board of Directors if they reduce their equity security
holdings (determined as of the closing of the Transaction) by half, and
will lose their right to any nominee to the Board of Directors at such time
as they no longer hold equity securities in the Company. Upon the closing
of the Transaction, the independent directors will consist of four existing
directors and one
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director chosen by the existing directors (the "New Director"). The New
Director will be selected by Whitehall from among a list of at least four
potential directors nominated by the Board of Directors in good faith.
Following the expiration of the terms of the existing directors, the
independent directors will be nominated by a nominating committee of the
Board of Directors, comprised of three independent directors and two
directors chosen by Whitehall.
2. RCPI will use its best efforts to cause the Company to
elect and maintain a Board of Directors constituted as set forth in 1.
above
3. The Company's Certificate of Incorporation (the
"Certificate") will provide, among other things, that the Board of
Directors will waive any "excess shares" provisions with respect to any
persons or transactions so long as such waiver does not adversely affect
the REIT status of the entity.
4. The Whitehall Entity designees to the Board of Directors
of the Company will (i) vote to place any determination with respect to a
business combination involving the Whitehall Group and the Company before
an independent committee of the Board of Directors and (ii) endorse the
conclusions reached by such committee so long as they are supported by a
fairness opinion from a nationally recognized investment banking firm.
5. In connection with the closing of the Transaction, the
Whitehall Group will relinquish its rights under the letter, dated December
18, 1994, by and among Whitehall, GS and RCPI, to designate a member to the
Board of Directors thereunder, and to require a 62.5% vote of the
shareholders under certain circumstances, as set forth therein.
D. Miscellaneous
1. Upon execution of this letter agreement, the Company
shall terminate all discussions or negotiations with any other party
regarding the refinancing of the indebtedness of the Company or the
restructuring of its capitalization or its assets. From the date hereof
until consummation of the Transaction, the Company shall not directly or
indirectly solicit or entertain inquiries or proposals from, or in any way
engage in discussions or negotiations with, or provide any information to,
any other
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parties (including intermediaries) regarding the refinancing of the
indebtedness of the Company or the restructuring of its capitalization or
its assets and shall not take any other action (or fail to take any
required action) or permit any person on its behalf to take any other
action (or fail to take any required action) that could be inconsistent
with, delay or adversely affect the consummation of the Transaction.
Nothing contained in the preceding sentence, however, shall prevent the
Company's Board of Directors, if advised by counsel that their fiduciary
duty so requires, from (a) entertaining proposals from any entity with
which the Company is currently holding discussions respecting a
recapitalization or major business transaction or which had not been
directly or indirectly solicited by the Company or its advisors or (b)
engaging in discussions or negotiations with, or providing any information
to, such entities if the Board of Directors has determined in good faith
that such proposal is materially superior to the Transaction from a
financial point of view. The Company shall promptly notify Whitehall if
any such inquiries or proposals are received by, any such information is
requested from or provided by, or any such discussions or negotiations are
sought to be initiated or continued with, the Company, shall promptly
inform Whitehall of the terms and conditions thereof and shall promptly
furnish Whitehall with copies of any such written inquiries or proposals.
2. The Company agrees that beginning immediately upon the
execution of this letter agreement, it will not file any material pleadings
and other documents ("RCP Pleadings") relating to the bankruptcy
proceedings involving Rockefeller Center Properties (the "Proceedings") or
take any other action that is material (as determined by the Whitehall
Group in its reasonable discretion) in any way relating to the Proceedings
without the prior consent of the Whitehall Group. In addition, the
Definitive Agreement will provide that the Company will pursue a
foreclosure on the Rockefeller Center property through a reorganization
plan, or otherwise, in consultation with the Whitehall Group.
3. The parties hereto will use their best efforts to enter
into Definitive Agreements embodying the terms set forth herein and such
other terms as would be customary in agreements embodying transactions of
the nature of the Transaction by no later than September 22, 1995; if
Definitive Agreements are not executed by such date, this letter agreement
will expire, any obligations under this letter agreement will terminate and
no
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party shall have any liability whatsoever to any other party; provided,
however, that notwithstanding any such termination, paragraphs B5, D3, D4,
D5 and D7 of this letter agreement shall remain in full force and effect,
and no party shall be relieved of liability for any breach of any binding
provision of this letter agreement.
4. The parties hereto agree that if the Company does not
close the Transaction for any reason whatsoever other than the failure or
refusal of the Whitehall Group to close notwithstanding the satisfaction of
all closing conditions by the Company, the Company shall immediately pay to
Whitehall upon demand a fee of $8 million. In addition, the Company will
reimburse each of the members of the Whitehall Group for all expenses
incurred by them and reimbursable under the existing agreements between the
Company and any member of the Whitehall Group. Whitehall will promptly
notify the Company of all reimbursable expenses existing as of the date
hereof. In addition, all expenses incurred by any member of the Whitehall
Group in connection with negotiating and documenting the proposed
Transaction (including attorneys' fees and expenses) shall be reimbursed by
the Company promptly upon request (except that such Transaction expenses
shall not be reimbursed if the Transaction does not close solely as a
result of the failure or refusal of the Whitehall Group to close
notwithstanding the satisfaction of all closing conditions by the Company).
The Company will also indemnify and hold harmless each member of the
Whitehall Group and their affiliates and the partners, officers, directors
and employees of each of the foregoing from and against any and all
liabilities, losses, claims or damages arising out of this letter agreement
or the Transaction.
5. Except as required by applicable law and except for a
press release and disclosure in the Company's Form 8-K announcing the
signing of this letter of intent, the Company shall not disclose or permit
its officers, directors, agents, bankers, representatives, accountants,
"D and O" insurers or attorneys to disclose the existence or terms of this
letter of intent to any third party without the prior written consent of
Whitehall, which consent will not be unreasonably withheld, provided that
the Company may disclose the terms hereof to its agents, bankers,
representatives, accountants, "D and O" insurers and attorneys, who shall
maintain such information confidential and who shall use it for no purpose
other than the Transaction. The Company will not issue any press release
or make any other
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public disclosure regarding the Transaction without the prior agreement of
the Whitehall Group as to the form, timing and content of such release or
disclosure.
6. Each of the parties hereto acknowledges and agrees that
no failure or delay in exercising any right, power or privilege hereunder
will operate as a waiver thereof, nor will any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of
any right, power or privilege hereunder.
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7. This letter agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to the
principles of conflict of laws.
Please confirm that the foregoing correctly sets forth your
understanding by signing and returning the attached copy of this letter.
Very truly yours,
GOLDMAN, SACHS & CO.
By: /s/ Goldman, Sachs & Co.
WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP V
By: W.H. Advisors, L.P. V
By: W.H. Advisors, Inc. V
By: /s/ Daniel M. Neidich
The foregoing is hereby
confirmed:
ROCKEFELLER CENTER PROPERTIES, INC.
By: _______________________________
