SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Rockefeller Center Properties, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
773102108
(CUSIP Number)
Eric S. Robinson
c/o Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
(Name, address and telephone number of person authorized
to receive notices and communications)
October 6, 1995
(Date of Event which requires Filing of this Statement)
If the 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:
-1-<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gotham Partners, L.P. 13-3700768
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares 2,124,900*
Beneficially 8. Shared Voting Power
Owned by
Each Reporting 9. Sole Dispositive Power
Person With 2,124,900*
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,124,900* *Including Options See Item 5
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares
13. Percent of Class Represented by Amount in Row (11)
5.55% See Item 5
14. Type of Reporting Person
PN
-2-<PAGE>
Amendment No. 2
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
ROCKEFELLER CENTER PROPERTIES, INC.
This statement constitutes Amendment No. 2 to the
Schedule 13D filed August 17, 1995 (as amended, the "Schedule
13D") by Gotham Partners, L.P. ("Gotham" or the "Reporting En-
tity"), a New York limited partnership, in connection with the
ownership of common stock, par value $.01 (the "Common Stock"),
of Rockefeller Center Properties, Inc., a Delaware corporation
(hereinafter referred to as the "Company"). Capitalized terms
used herein and not otherwise defined herein shall have the
same meaning as such terms have in the Schedule 13D filed Au-
gust 17, 1995, as described above.
Item 4. Purpose of the Transaction, is hereby amended by add-
ing the following thereto:
On October 6, 1995, the Reporting Entity submitted a
letter to the Board of Directors of the Company responding to a
request from the Company's financial advisor for written clarifi-
cation of certain matters relating to the rights offering proposal
made by the Reporting Entity on September 28, 1995. A copy of
the October 6, 1995 letter is attached hereto as Exhibit 6 and
incorporated herein by reference in its entirety.
Item 7. Material to be Filed as Exhibits, is hereby amended
by adding the following thereto:
Exhibit No. Exhibit
6 Letter, dated October 6, 1995, from the Reporting Entity
to the Board of Directors of the Company.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in
this statement is true, complete and correct.
GOTHAM PARTNERS, L.P.
By: Section H. Partners, L.P., its
general partner
By: Karenina Corp., a general
partner
By: /s/ William A. Ackman
Name: William A. Ackman
Title: President
By: DPB Corp., a general
partner
By: /s/ David P. Berkowitz
Name: David P. Berkowitz
Title: President
Dated: October 10, 1995
-2-<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
6 Letter, dated October 6, 1995, from the
Reporting Entity to the Board of Directors
of the Company.
EXHIBIT 6
Gotham Partners, L.P.
237 Park Avenue, 9th Floor
New York, NY 10017
October 6, 1995
Board of Directors
Rockefeller Center Properties, Inc.
1270 Avenue of the Americas
Suite 2410
New York, New York 10020
Attention: Dr. Peter Linneman, Chairman
Gentlemen:
In response to Paine Webber's request for more detailed
information regarding our September 28th recapitalization pro-
posal, we have attached detailed responses to their questions.
In addition, we have outlined some further thoughts below.
Equity Dilution
In comparing our proposal with other proposals the REIT
has received, we believe a paramount consideration for the Board
is the degree to which current equity holders would be diluted.
The attraction of a shareholder rights offering is that one can
replicate any capital structure by adjusting the amount and type
of debt and equity without any dilution to existing shareholders.
In contrast, any proposed recapitalization in which an outside
investor buys stock at a below market price is inherently dilu-
tive to shareholders.
For example, instead of our current proposed capital
structure, we could, in order to match the capital structure of
the Zell transaction, refinance all of the Company's debt with
$700,000,000 of new debt and expand the rights offering to raise
$250,000,000 of new equity. This modification of the capital
structure could be accomplished without any dilution to the ex-
isting shareholders.<PAGE>
Board of Directors
Rockefeller Center Properties, Inc.
October 6, 1995
Page 2
General Electric Lease Concession/Debt Financing
The most recent press release from Equity Office Hold-
ings makes reference to the low-cost financing provided by Gen-
eral Electric, but does not specify the amount of a lease conces-
sion to GE/NBC required to obtain this low-cost financing. In
the event that the Gotham proposal were selected, we believe that
GE would be willing to negotiate a similar transaction with the
Company if the Board and the shareholders deemed it advisable.
Leverage
We understand that the Board has expressed some concern
regarding the appropriate amount of leverage for the Company go-
ing forward. We believe this decision should be based on a
sources and uses comparison and the terms of the debt outstanding
rather than a simple comparison of the absolute amount of debt
and equity to be raised. In general, a capital structure which
gives the Company a substantial cash cushion and includes a sig-
nificant component of zero coupon debt may be less risky than a
proposal (like the Zell proposal) which contemplates a lower ab-
solute amount of debt which requires cash interest payments. In
addition, one should also consider the term of the new financing
and compare proposals assuming any floating rate-debt is swapped
at fixed rates. We believe it is inappropriate to compare the
cost of debt in different proposals when one proposal assumes
floating rate short-term debt, and another has long-term fixed
rate debt.
Zero Coupon Convertible Debentures
In general, we believe there is significant value to
the Zero Coupon Debentures and therefore believe it is preferable
to leave them outstanding. In particular, the five-year interest
deferral, current tax deduction for interest, and the ability to
exchange the Zeros for low-cost Floating Rate Notes are valuable
features which would be eliminated if they were prepaid. How-
ever, if the Board and other shareholders were to conclude, based
on other available financing, that the Zeros should be prepaid,
we would be happy to modify our proposal to incorporate this
change.<PAGE>
Board of Directors
Rockefeller Center Properties, Inc.
October 6, 1995
Page 3
Whitehall/Tishman/Rockefeller
With regard to the Whitehall/Tishman/Rockefeller pro-
posal, we believe the proposed price is inadequate without ad-
ditional cash or non-cash consideration, possibly in the form of
a participation in the future value of the property.
Property Management
We believe the identity of the property manager is a
separate issue from the Company's ideal capital structure and
ownership. We have received numerous inquiries from experienced
New York owner/managers of real estate who would be excellent
candidates for the long-term management and value enhancement of
the property. We can identify a property manager to the Board if
you thought it would enhance our proposal. As an alternative, we
would welcome a property management proposal from Mr. Zell, Dis-
ney, and/or Tishman Speyer. Ultimately, we believe property man-
agers are interested in managing Rockefeller Center, and are
minimally concerned with the composition of the ultimate owner-
ship of the property.
In summary, we believe that the Board should consider
three distinct decisions: (1) which ownership structure offers
the least equity dilution to existing shareholders; (2) what is
the appropriate amount, type, and term of debt financing, and (3)
who is the right property manager to create the maximum long term
property value. We are interested in assisting the Company in
answering each of these questions and creating maximum share-
holder value.
We look forward to any comments and questions you may
have.
Sincerely,
GOTHAM PARTNERS, L.P.
By: Section H. Partners, L.P.,
its general partner
By: Karenina Corp., a general
partner
By: /s/ William A. Ackman
Name: William A. Ackman
Title: President
cc: David A. Jarvis<PAGE>
Required Clarifications to Proposal to RCPI by
Gotham Partners, L.P.
dated September 28, 1995
1. Describe and provide a schematic of your proposed struc-
ture of RCPI and Newco at each point during and after the
proposed transaction.
The structure outlined in our proposal letter (the
"Preferred Scenario") contemplates the following steps:
Step 1: Gotham establishes a wholly owned Delaware corpora-
tion ("Newco").
Step 2: Execution of agreements:
-- Merger agreement between RCPI and Newco
-- Financing agreement between RCPI and Senior
Lender
-- Standby purchase agreements between Newco
and standby purchasers
-- Subordination agreement between Senior
Lender and Whitehall
-- Amendment to Debenture Purchase Agreement
between Whitehall and RCPI
-- Warrant and rights exercise agreement between
Whitehall and Newco
Step 3: RCPI mails proxy statement seeking shareholder ap-
proval for merger of RCPI into Newco (the
"Merger").
Step 4: Shareholders approve Merger. RCPI calls Current Cou-
pon Debentures and Floating Rate Notes for redemp-
tion. RCPI issues rights to buy Newco common stock.
Step 5: Senior financing closes. Floating Rate Notes and
Current Coupon Debentures retired. Merger closes.
Whitehall exchanges RCPI warrants and SARs for Newco
warrants, which Whitehall exercises. Newco closes
rights offering.<PAGE>
The Preferred Scenario contemplates the participation
of Goldman, Sachs & Co. and Whitehall Street Real Estate Lim-
ited Partnership V ("Whitehall"). As we discussed in our pro-
posal letter, we believe the prospects of a significant divi-
dend stream makes it an intelligent economic decision for
Whitehall to exercise its warrants and participate in the
rights offering on the same terms as other shareholders as an
alternative to having the warrants and SARs cashed out in the
Merger. In addition, we believe it is a sensible business de-
cision for Whitehall to agree to subordinate the 14% Debentures
and modify its covenants -- as it had offered to do in connec-
tion with Goldman Sachs' earlier rights offering proposal -- as
an alternative to having the 14% Debentures prepaid.
However, if Goldman and Whitehall do not consent to
the Preferred Scenario, we believe an alternative structure
exists (the "Alternative Scenario") to enable the transaction
to be consummated at the cost of some time delay. Under the
Alternative Scenario, (i) the 14% Debentures and the Floating
Rate Notes would be retired in June 1996 from the net cash flow
generated in the first quarter of 1996 by the proceeds of
debtor-in-possession ("DIP") financing that are provided to
RCPI, (ii) the merger agreement would provide for the cancella-
tion of the Whitehall warrants and SARs in exchange for an
amount equal to the difference between the exercise price and
the fair market value of the Newco common stock, (iii) Newco
would issue $75 million of subordinated debt to replace the 14%
Debentures in the Newco capital structure and (iv) Newco would
effect an additional $30 million to $50 million rights offering
after the Merger to replace up to $47.5 million of equity capi-
tal that would have been received by Newco upon exercise of the
Newco warrants by Whitehall under the Preferred Scenario. The
DIP financing would constitute part of the senior financing
contemplated by our proposal.
The following sets forth the steps for the Alterna-
tive Scenario:
Step 1: Gotham establishes a wholly owned Delaware corpora-
tion, Newco.
Step 2: Execution of agreements:
-- Merger agreement between RCPI and Newco
-- Financing agreement between RCPI and Senior
Lender
-- Financing agreement between Newco and Subordinated
Lender
-2-<PAGE>
-- Financing agreement between DIP and DIP Lender
-- Subordination agreement between Senior Lender
and Subordinated Lender
-- Standby purchase agreements between Newco
and standby purchasers
Step 3: RCPI mails proxy statement seeking shareholder ap-
proval for merger of RCPI into Newco.
Step 4: Shareholders approve Merger.
Step 5: RCPI receives the proceeds from the DIP financing on
or prior to March 31, 1996.
Step 6: RCPI calls Current Coupon Debentures, 14% Debentures
and Floating Rate Notes for redemption. RCPI issues
rights to buy $105 million of Newco Common Stock.
Step 7: Floating Rate Notes and 14% Debentures retired in
June 1996 at par from net cash flow generated by DIP
financing.
Step 8: RCPI senior financing and Newco subordinated financ-
ing close. Current Coupon Debentures redeemed.
Merger closes. Whitehall warrants (if not thereto-
fore exercised) and SARs cancelled in exchange for an
amount based upon difference between exercise price
and fair market value of Newco common stock. Newco
closes initial rights offering.
Step 9: Newco conducts additional $30 - $50 million rights
offering.
2. Describe the equity ownership, including number of shares
and percentage ownership, on both a primary and fully di-
luted ownership basis at each step of your proposed trans-
action.
The equity ownership for the Preferred Scenario is
outlined on Exhibit A. The equity ownership for the Alterna-
tive Scenario is outlined on Exhibit B.
-3-<PAGE>
As shown in Exhibit A, following the consummation of
the Preferred Scenario, if all rights are exercised pro rata,
public shareholders of RCPI would own 80.1% of the outstanding
shares of Newco, and Whitehall would own 19.9%. If no rights
are exercised (other than by Whitehall and the standby purchas-
ers), the public shareholders would own 57.2%, Whitehall would
own 19.9%, and the standby purchasers would own 22.9% (exclud-
ing any shares currently owned by the standby purchasers).
Under the Alternative Scenario, we have illustrated
two versions in Exhibit B based upon whether Whitehall exer-
cises its RCPI warrants prior to the Merger. Under the version
in which Whitehall exercises its warrants, if the rights in
both rights offerings are exercised pro rata by all sharehold-
ers, the public shareholders would own 87.1% of the Newco
shares outstanding following the transactions with Whitehall
owning 12.9%. If such rights are exercised only by Whitehall
and the standby purchasers, following the consummation of the
transactions the public shareholders would own 57.1%, Whitehall
would own 12.9% and the standby purchasers would own 29.9% (ex-
cluding any shares currently owned by the standby purchasers)
of the outstanding Newco shares.
Under the version of the Alternative Scenario in
which Whitehall does not exercise its RCPI warrants prior to
the Merger, public shareholders would own 93.4% and Whitehall
would own 6.6% of the outstanding Newco shares following the
transactions assuming the rights are exercised pro rata by all
shareholders. If the rights in both rights offerings are exer-
cised only by Whitehall and the standby purchasers, following
the consummation of the transactions the public shareholders
would own 57.6%, Whitehall would own 6.6% and the standby pur-
chasers would own 35.8% (excluding any shares currently owned
by the standby purchasers) of the outstanding Newco shares.
3. Describe the assumed timing of each step of you proposed
transaction.
See response to Question 1. We contemplate that
definitive agreements would be executed and proxy material
mailed to shareholders by the end of this year or early next
year, with the shareholder meeting to be held in the first
quarter of 1996. The closing of the Merger would occur by the
end of the first quarter of 1996 in the Preferred Scenario; in
the Alternative Scenario, the DIP financing would occur by the
end of the first quarter, with the Merger closing promptly af-
ter the retirement of the 14% Debentures on June 3, 1996.
-4-<PAGE>
4. How would your proposed transaction be integrated into the
Borrower's bankruptcy proceeding?
We anticipate that there will be no difficulty in
negotiating a plan of reorganization which transfers the prop-
erty to RCPI on terms that will be satisfactory to us, since we
are somewhat flexible as to the method of transfer of the prop-
erty as well as the timing of such transfer. As set forth in
our responses to Questions 1 and 13, the Alternative Scenario
contemplates the obtaining of DIP financing to which the prop-
erty would be subject upon its transfer to RCPI, and we know of
no major impediment to such financing being arranged on accept-
able terms.
5. Which "major shareholders" have indicated that they will
support your proposed transaction?
In addition to Gotham Partners, L.P. which owns or
has options to acquire 5.6% of the common stock, the following
shareholders have indicated publicly or in letters to Gotham,
to the Company, or in public statements that they support our
proposal.
Shareholder % Ownership
Leucadia National Corp. 7.1%
Goodman & Company 5.0%
Elliott Associates, L.P. 2.6%
Dickstein Partners, L.P. 1.6%
O Hill Partners ~2% and ~$50 million of
Current Pay Convertible
Debentures
In addition, we have received numerous telephone
calls and letters from small shareholders who have indicated
support for our proposal.
6. Has Goldman, Sachs or Whitehall agreed to participate in
your proposed transaction?
We have had several discussions with Goldman Sachs
but they have not to date agreed to participate. As noted in
the response to question 1, we believe the Alternative Scenario
can be consummated without the consent of Goldman Sachs or
Whitehall.
7. Describe Gotham's investment strategy for Rockefeller Cen-
ter.
-5-<PAGE>
Our ultimate goal is to maximize shareholder value by
maximizing the long term value of the property. We intend to
assist the Company in identifying the highest quality entrepre-
neurial management team and designing an incentive structure to
best accomplish this goal.
8. How would Newco's Board of Directors be structured?
We contemplate a seven-member Board consisting of
three representatives of Newco's principal stockholders and
four independent directors.
9. What are Gotham's fee and expense estimates with respect
to both the equity and debt financings?
Equity -- Standby commitment fee for up to $150 million
rights offering 3%.
Debt -- Mortgage brokerage 1%, Lender's fees and ex-
penses 1-2%.
10. Will the proposed rights offering be for RCPI or Newco
Stock?
In order to provide flexibility in view of RCPI's
9.8% ownership limitation and the restrictions placed on the
Company under the terms of its agreements with Whitehall and
Goldman Sachs, we contemplate that the rights offering will be
for Newco stock. The Newco rights would be issued by RCPI to
its shareholders and the holders of SARs and warrants prior to
the Merger, with the closing of the rights offering to occur
immediately after the Merger.
11. Has Gotham received commitments from standby investors
willing to take up the rights which are not exercised in
the rights offering?
Leucadia National Corp. has publicly announced that
it is willing to commit to be the standby investor for the en-
tire rights offering.
12. How will Whitehall's warrants and SARs in RCPI be treated
in the proposed transaction?
In the Preferred Scenario, the merger agreement would
provide for Whitehall to exchange its SARs and warrants for
Newco warrants which would be immediately exercised by White-
hall.
-6-<PAGE>
In the Alternative Scenario, the merger agreement
would provide for the Whitehall SARs and warrants to be can-
celled in exchange for a payment equal to the difference be-
tween the fair market value of the Newco common stock and the
exercise price of the Whitehall SARs and warrants. Whitehall
could also elect to exercise its warrants prior to the consum-
mation of the Merger.
13. If Gotham decides to retire the 14% Debentures using
the cash flow sweep provision, how will the ad-
ditional $75 million be raised?
In the Alternative Scenario, the 14% Debentures would
be retired through the provision to RCPI of the proceeds of a
DIP financing that would be made on or before March 31, 1996.
14. Describe the process and timetable for repaying the Float-
ing Rate Notes and 14% Debentures?
Under the Preferred Scenario, the Floating Rate Notes
would be prepaid at the time of the Merger pursuant to their
terms, including the 1 1/2% prepayment penalty. The new senior
financing would provide the funds for such prepayment. The 14%
Debentures would remain outstanding.
Under the Alternative Scenario, the Floating Rate
Notes and the 14% Debentures would be retired in June 1996
through the net cash flow generated by the proceeds from a DIP
financing in the first quarter of 1996.
15. Has Gotham received a firm commitment for its long term
debt financing?
We have received an expression of interest from an
institutional lender for a minimum of $75,000,000 and a maximum
of $150,000,000 of subordinated financing in the Alternative
Scenario. This institutional lender has requested confidenti-
ality as to its identity. We will separately furnish to RCPI a
copy of a letter from this lender detailing the proposed terms
of the subordinated financing.
We have received an expression of interest for senior
debt financing from Credit Lyonnais. Credit Lyonnais has ex-
pressed interest in providing a minimum of $300,000,000 of se-
nior debt financing up to a maximum of $800,000,000 of financ-
ing depending on the ultimate capital structure and the terms
of the transfer of the property. Credit Lyonnais has indicated
to us that they intend to contact RCPI directly to express
their interest in providing this financing.
-7-<PAGE>
Nomura Asset Capital Corp. ("NAAC") has also ex-
pressed interest in providing financing with respect to the
Transaction. The amount and terms of the financing are subject
to the amount of "underwritable cash flow" the Property gener-
ates. NAAC requires further property level due diligence to
determine underwritable cash flow.
16. What would be all the terms of the new financing?
As mentioned above, the terms of the subordinated
financing will be furnished separately to RCPI. We are still
discussing the terms of the senior financing with several lend-
ers. Ultimately, we believe the senior financing will be of-
fered at a rate of LIBOR plus 250 basis points or lower for a
term of ten years or more, with a one to two percent fee to the
lender.
17. Will the new debt financing be prepayable or contain
principal amortization?
The terms of the subordinate financing are outlined
on the attached letter.
The senior financing is likely to be prepayable with-
out penalty. We believe it may be appropriate to fix or cap
the floating rate interest payments of the loan. In that
event, there may be costs associated with unwinding any inter-
est rate swaps or caps.
The senior debt amortization schedule will probably
require amortization such that the total corporate and
property-level debt outstanding (net of cash) will not exceed
$830,000,000. We anticipate that no principal amortization
will be required in 1996, minimal or no amortization in 1997,
and thereafter, the amount of amortization will be that re-
quired to ensure that net debt does not exceed $830,000,000
during the term of the loan.
18. How does Gotham propose to replace the short term
equity financing currently available in the Zell
transaction?
In light of the Company's 9.8% restriction, we be-
lieve that Paine Webber should identify equity investors who
would replace the Zell equity financing. If necessary, we will
assist Paine Webber in identifying such investors. Alterna-
tively, we believe that Mr. Zell may be willing to assume the
original Zell put options. We will also participate in and
assist RCPI in replacing the $10 million working capital line
provided by Zell.
-8-<PAGE>
19. Has Gotham received a financing commitment from third-
parties willing to purchase the shares in RCPI it is un-
able to purchase due to the 9.8% ownership restriction?
See question 18.
-9-<PAGE>
Exhibit A
SUMMARY OWNERSHIP TABLE
Preferred Scenario
<TABLE>
<CAPTION>
Rights
Exercised
Newco Only by
Ownership Whitehall
RCPI after Merger Rights and
Current and Warrant Exercised Standby
Ownership Exercise by all Purchasers
<S> <C> <C> <C> <C>
Public 80.1% 80.1% 80.1% 57.2%
Whitehall
Common 0.0% 19.9% 19.9% 19.9%
Warrants and SARs 19.9% 0.0% 0.0% 0.0%
Standby Purchasers* 0.0% 0.0% 0.0% 22.9%
Total 100.0% 100.0% 100.0% 100.0%
<CAPTION>
(in 000's of shares)
Rights
Exercised
Newco Only by
Ownership Whitehall
RCPI after Merger Rights and
Current and Warrant Exercised Standby
Ownership Exercise by all Purchasers
<S> <C> <C> <C> <C>
Public 38,261 38,261 53,565 38,261
Whitehall
Common 0 9,505 13,307 13,307
Warrants and SARs 9,505 0 0 0
Standby Purchasers* 0 0 0 15,304
Total 47,766 47,766 66,872 66,872
* Excluding any shares currently owned.
</TABLE>
-10<PAGE>
Exhibit B
SUMMARY OWNERSHIP TABLE
Alternative Scenario
Version 1: Whitehall exercises
warrants and rights
<TABLE>
<CAPTION>
After $105 MM Rights After Additional
Offering $30MM Rights Offering
Rights Rights
Exercised Exercised
Newco Only by Only by
Ownership Whitehall Whitehall
RCPI after Merger Rights and Rights and
Current and Warrant Exercised Standby Exercised Standby
Ownership Exercise by all Purchasers by all Purchasers
<S> <C> <C> <C> <C> <C> <C>
Public 80.1% 90.2% 87.1% 62.2% 87.1% 57.1%
Whitehall
Common 0.0% 9.8% 12.9%** 12.9% 12.9% 12.9%
Warrants 9.8% 0.0% 0.0% 0.0% 0.0% 0.0%
SARs 10.1% 0.0% 0.0% 0.0% 0.0% 0.0%
Standby 0.0% 0.0% 0.0% 24.9% 0.0% 29.9%
Purchas-
ers*
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
(in 000's of shares)
<CAPTION>
After $105 MM Rights After Additional
Offering $30MM Rights Offering
Rights Rights
Exercised Exercised
Newco Only by Only by
Ownership Whitehall Whitehall
RCPI after Merger Rights and Rights and
Current and Warrant Exercised Standby Exercised Standby
Ownership Exercise by all Purchasers by all Purchasers
<S> <C> <C> <C> <C> <C> <C>
Public 38,261 38,261 53,565 38,261 58,314 38,261
Whitehall
Common 0 4,156 7,958** 7,958 8,664 8,664
Warrants 4,156 0 0 0 0 0
SARs 5,349 0 0 0 0 0
Standby 0 0 0 15,304 0 20,053
Purchas-
ers*
Total 47,766 42,417 61,523 61,523 66,978 66,978
* Excludes any shares currently owned.
**Includes rights issued with respect to SARs.
</TABLE>
-11-<PAGE>
Exhibit B
SUMMARY OWNERSHIP TABLE
Alternative Scenario
Version 2: Whitehall does not
exercise warrants
<TABLE>
<CAPTION>
After $105 MM Rights After Additional
Offering $50MM Rights Offering
Rights Rights
Exercised Exercised
Only by Only by
Whitehall Whitehall
RCPI Newco Rights and Rights and
Current Ownership Exercised Standby Exercised Standby
Ownership after Merger by all Purchasers by all Purchasers
<S> <C> <C> <C> <C> <C> <C>
Public 80.1% 100.00% 93.4% 66.7% 93.4% 57.6%
Whitehall
Common 0.0% 0.0% 6.6%** 6.6% 6.6% 6.6%
Warrants 9.8% 0.0% 0.0% 0.0% 0.0% 0.0%
SARs 10.1% 0.0% 0.0% 0.0% 0.0% 0.0%
Standby 0.0% 0.0% 0.0% 26.7% 0.0% 35.8%
Purchas-
ers*
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
<CAPTION>
(in 000's of shares)
After $105 MM Rights After Additional
Offering $50MM Rights Offering
Rights Rights
Exercised Exercised
Only by Only by
Whitehall Whitehall
RCPI Newco Rights and Rights and
Current Ownership Exercised Standby Exercised Standby
Ownership after Merger by all Purchasers by all Purchasers
<S> <C> <C> <C> <C> <C> <C>
Public 38,261 38,261 53,565 38,261 62,053 38,261
Whitehall
Common 0 0 3,802** 3,802 4,405 4,405
Warrants 4,156 0 0 0 0 0
SARs 5,349 0 0 0 0 0
Standby 0 0 0 15,304 0 23,792
Purchas-
ers*
Total 47,766 38,261 57,367 57,367 66,458 66,458
* Excludes any shares currently owned.
**Includes rights issued with respect to SARs.
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