==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ROCKEFELLER CENTER PROPERTIES, INC.
(Name of Issuer)
COMMON STOCK,
PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
773102 10 8
(CUSIP Number)
Andrew Nathan
Tishman Speyer Properties, L.P.
520 Madison Avenue
New York, New York 10022
(212) 715-0375
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 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: [X].
==============================================================================
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 773102 10 8 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| |Tishman Speyer Properties, L.P. |
| | |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | See Item 3 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEM 2(D) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 Shares |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 Shares |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 Shares |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 Shares |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 Shares |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0 % |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 773102 10 8 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Rockprop, L.L.C. |
| | |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | See Item 3 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEM 2(D) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 Shares |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 Shares |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 Shares |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 Shares |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 Shares |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0 % |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | 00 |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 773102 10 8 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | David Rockefeller |
| | |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | See Item 3 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEM 2(D) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States of America |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 Shares |
| NUMBER OF |____|_______________________________________________|
| SHARES (2) | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 Shares |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 Shares |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 Shares |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 Shares |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0 % |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________ ________________________________
| | | |
|CUSIP No. 773102 10 8 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Troutlet Investments Corporation |
| | |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | See Item 3 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEM 2(D) or 2(E) |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | British Virgin Islands |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 Shares |
| NUMBER OF |____|_______________________________________________|
| SHARES (2) | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 Shares |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 Shares |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 Shares |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 Shares |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0 % |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________ ________________________________
| | | |
|CUSIP No. 773102 10 8 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | EXOR GROUP Societe Anonyme |
| | (no S.S. or I.R.S. Identification No.) |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | WC |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEM 2(D) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Luxembourg |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 Shares |
| NUMBER OF |____|_______________________________________________|
| SHARES (2) | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 Shares |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 Shares |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 Shares |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 Shares |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0 % |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________ ________________________________
| | | |
|CUSIP No. 773102 10 8 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Istituto Finanziario Industriale S.p.A. |
| | (no S.S. or I.R.S. Identification No.) |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEM 2(D) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Italy |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 Shares |
| NUMBER OF |____|_______________________________________________|
| SHARES (2) | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 Shares |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 Shares |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 Shares |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 Shares |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0 % |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | CO |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________ ________________________________
| | | |
|CUSIP No. 773102 10 8 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Giovanni Agnelli & C. S.a.a. |
| | (no S.S. or I.R.S. Identification No.) |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEM 2(D) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Italy |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 Shares |
| NUMBER OF |____|_______________________________________________|
| SHARES (2) | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 Shares |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 Shares |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 Shares |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 Shares |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0 % |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | PN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________ ________________________________
| | | |
|CUSIP No. 773102 10 8 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Giovanni Agnelli |
| | (no S.S. or I.R.S. Identification No.) |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEM 2(D) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Italy |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 Shares |
| NUMBER OF |____|_______________________________________________|
| SHARES (2) | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 Shares |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 Shares |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 Shares |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 Shares |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0 % |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________ ________________________________
| | | |
|CUSIP No. 773102 10 8 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Umberto Agnelli |
| | (no S.S. or I.R.S. Identification No.) |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEM 2(D) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Italy |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 Shares |
| NUMBER OF |____|_______________________________________________|
| SHARES (2) | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 Shares |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 Shares |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 Shares |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 Shares |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0 % |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________ ________________________________
| | | |
|CUSIP No. 773102 10 8 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Gianluigi Gabetti |
| | (no S.S. or I.R.S. Identification No.) |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEM 2(D) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Italy |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 Shares |
| NUMBER OF |____|_______________________________________________|
| SHARES (2) | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 Shares |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 Shares |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 Shares |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 Shares |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0 % |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
______________________________ ________________________________
| | | |
|CUSIP No. 773102 10 8 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Cesare Romiti |
| | (no S.S. or I.R.S. Identification No.) |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
| | |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEM 2(D) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Italy |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 Shares |
| NUMBER OF |____|_______________________________________________|
| SHARES (2) | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 Shares |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 Shares |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 Shares |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 Shares |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0 % |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
-------------------
This Schedule 13D relates to the common stock, par value $0.01
per share (the "Common Stock"), of Rockefeller Center Properties, Inc., a
Delaware corporation ("RCPI"). The principal executive offices of RCPI are
located at 1270 Avenue of the Americas, New York, New York 10022.
Item 2. Identity and Background.
-----------------------
This statement is being filed by the undersigned on behalf of Tishman
Speyer Properties, L.P. ("Tishman Speyer"), Rockprop, L.L.C.
("Rockprop"), David Rockefeller (together with his designated affiliates,
"Rockefeller"), Troutlet Investments Corporation (together with its
designated affiliates, "Troutlet") and EXOR GROUP Societe Anonyme (together
with its designated affiliates, "EXOR") (collectively, the "Reporting
Persons").
As described in Item 4, on October 1, 1995, Whitehall Street
Real Estate Limited Partnership V ("Whitehall"), Goldman, Sachs & Co. ("GSC")
and Goldman Sachs Mortgage Company ("GSMC") (Whitehall, GSC and GSMC,
collectively, the "Whitehall Investors"), together with Tishman Speyer and
Rockefeller, submitted a proposal to the Board of Directors of RCPI pursuant
to which an entity (the "Acquiror") to be formed and capitalized by Tishman
Speyer, Rockefeller and the Whitehall Investors, would acquire RCPI pursuant
to a merger in which holders of all outstanding shares of Common Stock would
receive $7.75 per share in cash in exchange for their shares (the "Merger
Proposal"). As described in Item 3, on October 11, 1995, Mr. Rockefeller
informed the Whitehall Investors that, of the $220 million investment he and
Tishman Speyer had previously committed to make in the Acquiror, $90 million
will be contributed by EXOR and $90 million will be contributed by Troutlet.
As described in Item 3, Tishman Speyer intends to designate Rockprop as its
successor to all of its rights and obligations under the Merger Proposal. As
a result, the Reporting Persons together with the Whitehall Investors may be
deemed to constitute a "group" within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").(1) Pursuant to Rule 13d-1(f)(2) under the Exchange Act,
the Whitehall Investors are filing separately and, pursuant to
Rule 13d-1(f)(1) under the Exchange Act, the Reporting Persons
are filing jointly.
The business address of Tishman Speyer is 520 Madison Avenue,
New York, New York 10022. The business office of Rockprop is 520 Madison
Avenue, New York, NY 10022. The business address of Rockefeller is Room 5600,
30 Rockefeller Plaza, New York, New York 10112. The business address of
Troutlet is Villa Bijou, 19, Avenue de la Costa, Monte Carlo, MC98000, Monaco.
The business address of EXOR is 2 Boulevard Royal, Luxembourg.
Tishman Speyer is engaged in the business of investing in debt
and equity interests in, and in developing, managing and leasing real estate
assets and businesses.
Rockprop is a Delaware limited liability company that is the holding
company for this investment by Tishman Speyer Crown Equities, TSE Limited
Partnership and Rockprop Associates Limited Partnership.
- ---------
(1) Neither the present filing nor anything contained herein shall be
construed as an admission that the Reporting Persons together with the
Whitehall Investors constitute a "person" or "group" for any purpose.
Neither the present filing nor anything contained herein shall be
construed as an admission that Tishman Speyer, Rockprop, Rockefeller,
Troutlet and EXOR constitute a "person" or "group" for any purpose
other than what they may be deemed to constitute under Section 13(d)
of the Securities Exchange Act of 1934.
Rockefeller is an individual who is a resident of the State of
New York and who is the retired former chairman of The Chase Manhattan Bank.
Troutlet is a British Virgin Islands corporation that is the
holding company for this investment by Burtonwood Holdings, Ltd. and Stavros
S. Niarchos.
EXOR is a corporation organized under the laws of Luxembourg.
The present principal business activity of EXOR is to invest and hold
participations in selected industries through substantial direct or indirect
equity participations in companies that have a leading position in their
respective industries. EXOR is deemed to be controlled, for purposes of the
Exchange Act, by Istituto Finanziario Industriale S.p.A., a corporation
organized under the laws of Italy ("IFI"). The present principal business
activity of IFI is as a holding company providing financial and organizational
assistance to the companies in which it has a direct or indirect controlling
interest. Such companies include EXOR and a wide variety of companies
involved in diverse areas of business. The address of IFI's principal
business and principal office is Corso Matteotti 26, 10121 Torino, Italy. IFI
is deemed to be controlled, for purposes of the Exchange Act, by Giovanni
Agnelli & C. S.a.a., an Italian limited partnership represented by shares
("GA"). The present principal business activity of GA is to ensure the
cohesion and continuity of the management of its controlling interests in IFI.
The address of GA's principal business and principal office is Via del Carmine
2, 10122 Torino, Italy. GA is deemed to be controlled, for purposes of the
Exchange Act, by its General Partners, Messrs. Giovanni Agnelli, Umberto
Agnelli, Gianluigi Gabetti and Cesare Romiti.
Attached as Schedule A hereto and incorporated by reference
herein is a list of (i) all executive officers and directors of each Reporting
Person which is a corporation, (ii) all general partners of each Reporting
Person which is a partnership, (iii) all persons controlling any of the
foregoing and (iv) all executive officers and directors of any corporations
ultimately in control of any of the foregoing. Such Schedule A also sets
forth the address, principal occupation or employment and, with respect to
natural persons, citizenship of each person listed thereon.
During the past five years, none of the Reporting Persons (or,
to the knowledge of the Reporting Persons, any of the persons listed on
Schedule A hereto) has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or have been parties to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining further violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
This Item 2 is qualified in its entirety by reference to
Schedule A which is attached hereto and incorporated into this item by
reference.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
In connection with the Merger Proposal, the Whitehall Investors,
Tishman Speyer and Rockefeller have agreed, effective October 2, 1995, to
capitalize the Acquiror with equity of $440 million, of which the Whitehall
Investors would contribute $220 million (approximately $38 million of which
will be made by Whitehall in the form of all outstanding Warrants(2) and
SAR's(3) held by Whitehall), Tishman Speyer would contribute $20 million
and Rockefeller (together with any investors reasonably acceptable to the
Whitehall Investors) would contribute $200 million. Of the $440 million,
approximately $296.5 million would be used to pay the consideration in the
merger under the Merger Proposal (assuming the current number of
outstanding shares of Common Stock). The Whitehall Investors, Tishman
Speyer and Rockefeller had further agreed that, if prior to October 6, 1995
Rockefeller had not arranged an investor group reasonably satisfactory to
the Whitehall Investors to fund a portion of Rockefeller's investment
commitment, then Rockefeller could terminate his participation in the
Merger Proposal. On October 6, 1995, Rockefeller advised the Whitehall
Investors that Rockefeller is fully committed to participate in the Merger
Proposal and has waived any rights to terminate his participation therein.
Copies of the letter agreements, dated October 1, 1995 and effective
October 2, 1995, and dated October 6, 1995, among the Whitehall Investors,
Tishman Speyer and Rockefeller relating to their participation in the
Acquiror are attached hereto as Exhibits 2, 3 and 4 are incorporated herein
by reference.
- -------------
(2) "Warrants" means those certain 4,155,927 warrants (to acquire common
stock of RCPI) acquired by Whitehall and issued by RCPI under the
Warrant Agreement, dated as of December 18, 1994, as amended by a
letter agreement, dated as of December 29, 1994, between RCPI and
Chemical Bank, as warrant agent.
(3) "SAR's" means those certain 5,349,541 rights (with respect to the
common stock of RCPI) acquired by Whitehall and issued by RCPI under
the SAR Agreement, dated as of December 18, 1994, between RCPI and
Chemical Bank, as agent, as amended by a letter agreement, dated as of
December 29, 1994, between RCPI and Chemical Bank, as agent.
On October 11, 1995, Mr. Rockefeller informed the Whitehall
Investors that, of the $220 million investment he and Tishman Speyer had
previously committed to make in the Acquiror, $90 million will be contributed
by EXOR and $90 million will be contributed by Troutlet. A copy of the letter
agreement dated October 11, 1995 among the Whitehall Investors, Tishman
Speyer, Rockefeller, EXOR and Troutlet relating to their participation in the
Acquiror is attached hereto as Exhibit 5 and incorporated herein by reference.
Tishman Speyer intends to designate Rockprop as its successor to all
of its rights and obligations under the Merger Proposal (excluding its
management rights) and under the letter agreements attached hereto as
Exhibits 2, 3, 4 and 5, including its funding obligations (the "Designation").
The funds to be used by Rockprop to meet its funding
commitments in connection with the Merger Proposal are expected to come from
capital contributions or loans from the members of Rockprop.
The funds to be used by Rockefeller to meet his funding
commitments in connection with the Merger Proposal are expected to come from
Rockefeller's currently available personal funds.
The funds to be used by Troutlet to meet its funding
commitments in connection with the Merger Proposal are expected to come from
capital contributions by its stockholder.
The funds to be used by EXOR to meet its funding commitments in
connection with the Merger Proposal are expected to come from currently
available working capital of EXOR.
To the knowledge of the Reporting Persons, the funds to be used
by the Whitehall Investors to meet their funding commitments in connection
with the Merger Proposal are expected to come from capital contributions from
the partners in Whitehall.
Item 4. Purpose of Transaction.
----------------------
As of the date of this statement, none of the Reporting Persons
has any plan or proposal which relates to or could result in any of the
actions set forth in parts (a) through (j) of Item 4 of Schedule 13D other
than the following:
1. On October 1, 1995, the Whitehall Investors, together with
Tishman Speyer and Rockefeller, submitted the Merger Proposal
to the Board of Directors of RCPI. If the Merger Proposal is
accepted, GSMC will lend RCPI up to an additional $33 million
under the Loan Agreement.(4) If the Merger Proposal is
effected, all the current shareholders of RCPI would receive
cash for their Common Stock, the current directors and
officers of RCPI would be changed to persons nominated by
Rockprop (assuming the Designation has been consummated),
Rockefeller, Troutlet, EXOR and the Whitehall Investors, the
Common Stock would be delisted from the New York Stock
Exchange, Inc. and cease to be registered under the Exchange
Act and certain changes would occur in the debt
capitalization of RCPI. If the Merger Proposal is effected,
it is intended that $430 million in new debt financing would
be raised and that a portion of the proceeds thereof would be
used to repay the indebtedness outstanding under the Loan
Agreement and RCPI's Current Coupon Convertible Debentures(5)
due 2000. Whitehall would agree to subordinate the 14%
Debentures(6) to the new debt financings and it is further
intended that the 14% Debentures would be repaid on December
31, 2000 in accordance with their terms, subject to financial
considerations at that time.
- ---------
(4) "Loan Agreement" means that certain Loan Agreement dated as
December 18, 1994 between RCPI and GSMC.
(5) "Current Coupon Convertible Debentures" means $4,445,000 face
amount of Current Coupon Convertible Debentures due 2000 (CUSIP
773102 AB4), issued pursuant to the Indenture, dated as of
September 15, 1985 made by RCPI to United States Trust Company
(as successor in interest to Manufacturers Hanover Trust
Company).
(6) "14% Debentures" means those certain $75 million principal
amount of RCPI's debentures acquired by Whitehall and issued by
RCPI under the Debenture Purchase Agreement, dated as of
December 18, 1994, between RCPI and Whitehall.
2. On October 6, 1995, the Whitehall Investors, together with
Tishman Speyer and Rockefeller, informed RCPI that they had
extended the expiration of their Merger Proposal to
midnight on Monday, October 9, 1995.
3. On October 9, 1995, the Whitehall Investors, together with
Tishman Speyer and Rockefeller, submitted a letter
regarding their proposal to the Board of Directors of RCPI.
The letter extended the expiration of their Merger Proposal
to the close of business on Monday, October 16, 1995. The
letter is attached hereto as Exhibit 6 and is incorporated
herein by reference.
Each Reporting Person expects to evaluate on an ongoing basis
RCPI's financial condition and prospects and their interest in, and intentions
with respect to, RCPI. Accordingly, each Reporting Person reserves the right
to change its plans and intentions at any time, as it deems appropriate. In
particular, each Reporting Person may at any time and from time to time
acquire shares of Common Stock or securities convertible or exchangeable for
Common Stock; may dispose of shares of Common Stock; and/or may enter into
privately negotiated derivative transactions with institutional counterparties
to hedge the market risk of some or all of its positions in the Common Stock.
Any such transactions may be effected at any time and from time to time. To
the knowledge of each Reporting Person, each of the persons listed on Schedule
A hereto may make the same evaluation and reserve the same rights.
This Item 4 is qualified in its entirety by reference to the
letters which are filed as exhibits hereto.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) & (b) None of the Reporting Persons and, to the
knowledge of the Reporting Persons, none of the Persons listed on Schedule A
hereto, beneficially owns any shares of Common Stock.
To the knowledge of the Reporting Persons, the Warrants which
Whitehall acquired became exercisable for one share of Common Stock on
December 29, 1994. To the knowledge of the Reporting Persons, 651 shares of
Common Stock held in discretionary client accounts are beneficially owned by
GSC. The Reporting Persons disclaim any and all beneficial ownership of any
interest in the Warrants and Common Stock held by Whitehall or GSC.
(c) On October 2, 1995, (a) certain officers and managing
directors of the general partner of Tishman Speyer sold 38,700 shares of
Common Stock on the New York Stock Exchange ("NYSE") at a price of $8.00 per
share and (b) Mr. Rockefeller and his wife sold 97,501 shares of Common Stock
on the NYSE at a price of $8.00 per share. Except as described in the
preceding sentence, none of the Reporting Persons and, to the knowledge of the
Reporting Persons, none of the persons listed on Schedule A hereto, has been
party to any transaction in the Common Stock during the sixty-day period
ending on the date of this statement on Schedule 13D.
(d) To the knowledge of the Reporting Persons, no other person
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, any shares of Common Stock that may be
deemed to be beneficially owned by the Reporting Persons. As stated in Item
5(a) and 5(b), none of the Reporting Persons and, to the knowledge of the
Reporting Persons, none of the persons listed on Schedule A hereto,
beneficially owns any shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
As described in Item 3 and Item 4, the Whitehall Investors,
Rockprop (assuming the Designation has been consummated), Rockefeller,
Troutlet and EXOR have agreed to participate in the Merger Proposal in the
manner described in such Items and in the letter agreements attached hereto
as Exhibits 2, 3, 4 and 5. Of the $440 million equity contributions to be
made by the Whitehall Investors, Rockprop (assuming the Designation has been
consummated), Rockefeller, Troutlet and EXOR in connection with the Merger
Proposal, approximately $38 million will be made by Whitehall in the form of
all outstanding Warrants and SAR's held by Whitehall (which will be canceled
in the merger under the Merger Proposal). In addition, the Whitehall
Investors, Rockprop (assuming the Designation has been consummated),
Rockefeller, Troutlet and EXOR have agreed that, after consummation of the
transactions contemplated by the Merger Proposal, the 14% Debentures will
remain outstanding but will be subordinate to new financing of the surviving
corporation in the merger under the Merger Agreement. The agreements dated
October 1, 1995 and effective October 2, 1995, dated October 6, 1995 and
October 11, 1995 among the Whitehall Investors, Tishman Speyer and Rockefeller
(and Troutlet and EXOR with respect to the October 11, 1995 letter) are
attached hereto as Exhibits 2, 3, 4 and 5 and are incorporated herein by
reference.
The Reporting Persons have entered into a Joint Reporting
Agreement (a copy of which is filed as Exhibit 7 hereto and incorporated by
reference herein) regarding the filing of this Statement.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit
No. Exhibit Page
------- ------- ----
1 Letter, dated October 1, 1995, from --
Goldman, Sachs & Co., Goldman Sachs
Mortgage Company, Whitehall Street Real
Estate Limited Partnership V, Tishman
Speyer Properties, L.P. and David
Rockefeller, to the Board of Directors
of Rockefeller Center Properties, Inc.
(including Schedule A thereto).
2 Letter agreement, dated October 1, 1995, --
by and among Whitehall Street Real
Estate Limited Partnership V, Goldman,
Sachs & Co., Goldman Sachs Mortgage
Company, Tishman Speyer Properties, L.P.
and David Rockefeller (including Annexes
1, 2 and 3 thereto).
3 Letter agreement, dated October 1, 1995, --
by and among Whitehall Street Real
Estate Limited Partnership V, Goldman,
Sachs & Co., Goldman Sachs Mortgage
Company, Tishman Speyer Properties, L.P.
and David Rockefeller (including Exhibit
A and Attachment 1 thereto).
4 Letter agreement, dated October 6, 1995, --
by and among Whitehall Street Real
Estate Limited Partnership V, Goldman,
Sachs & Co., Goldman Sachs Mortgage
Company, Tishman Speyer Properties, L.P.
and David Rockefeller.
5 Letter Agreement, dated October 11, --
1995, by and among Whitehall Street Real
Estate Limited Partnership V, Goldman
Sachs & Co., Goldman Sachs Mortgage
Company, Tishman Speyer Properties,
L.P., David Rockefeller, EXOR GROUP S.A.
and Troutlet Investments Corporation.
6 Letter, dated October 9, 1995, from --
Goldman, Sachs & Co., Goldman Sachs
Mortgage Company, Whitehall Street Real
Estate Limited Partnership V, Tishman
Speyer Properties, L.P. and David
Rockefeller, to the Board of Directors
of Rockefeller Center Properties, Inc.
7 Joint Reporting Agreement dated October --
18, 1995 among the Reporting Persons.
8 Power of Attorney for EXOR GROUP Societe --
Anonyme
9 Power of Attorney for Istituto --
Finanziario Industriale S.p.A.
10 Power of Attorney for Giovanni Agnelli & --
C. S.a.a.
11 Power of Attorney for Giovanni Agnelli --
12 Power of Attorney for Umberto Agnelli --
13 Power of Attorney for Gianluigi Gabetti --
14 Power of Attorney for Cesare Romiti --
15 Power of Attorney for David Rockefeller --
16 Power of Attorney for Troutlet --
Investments Corporation
SIGNATURES
After reasonable inquiry and to our best knowledge and belief I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 18, 1995
Tishman Speyer Properties, L.P.
By: Tishman Speyer Properties, Inc.,
General Partner
/s/ Jerry I. Speyer,
By: ______________________________
Jerry I. Speyer, President
Rockprop, L.L.C.
By: Tishman Speyer Crown Equities
Its: Managing Member
By: Tishman Speyer Associates
Limited Partnership,
General Partner
/s/ Jerry I. Speyer
By: _________________________
Jerry I. Speyer/
Robert V. Tishman,
General Partner
By: TSE Limited Partnership,
General Partner
/s/ Charles H. Goodman
By: _________________________
Charles H. Goodman,
General Partner
David Rockefeller
/s/ Peter W. Herman
By: ______________________________
Peter W. Herman
Attorney-in-Fact
Troutlet Investments Corporation
/s/ Squire N. Bozorth
By: ______________________________
Squire N. Bozorth
Attorney-in-Fact
EXOR GROUP Societe Anonyme
/s/ Ernest Rubenstein
By: ______________________________
Ernest Rubenstein
Attorney-in-Fact
Istituto Finanziario Industriale S.p.A.
/s/ Ernest Rubenstein
By: ______________________________
Ernest Rubenstein
Attorney-in-Fact
Giovanni Agnelli & C. S.a.a.
/s/ Ernest Rubenstein
By: ______________________________
Ernest Rubenstein
Attorney-in-Fact
/s/ Ernest Rubenstein
_____________________________
Giovanni Agnelli, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Umberto Agnelli, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Gianluigi Gabetti, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Cesare Romiti, by Ernest
Rubenstein, Attorney-in-Fact
Schedule A
Tishman Speyer Properties, L.P.
Tishman Speyer Properties, Inc.
Jerry I. Speyer
General Partners, Executive Officers, Directors,
Managing Directors and Controlling Persons
Tishman Speyer Properties, L.P. ("TSP") is a New York limited
partnership, whose sole general partner is Tishman Speyer Properties, Inc.
("TSPI"). The principal business of TSPI is to hold interests in TSP, and the
address of the principal office of TSPI is 520 Madison Avenue, New York, NY
10022.
TSPI is wholly owned by Jerry I. Speyer, a citizen of the
United States of America whose principal occupation is, directly or through
entities, the ownership, management, development and leasing of real estate.
Jerry I. Speyer's business address is 520 Madison Avenue, New York, New York
10022.
<TABLE>
<CAPTION>
========================================================================================================================
Principal Occupation
Name and Business Address Citizenship Position Held With TSPI or Employment
- ------------------------- ----------- ----------------------- --------------------
<S> <C> <C> <C>
Robert V. Tishman U.S.A. Director, Chairman, Co-chief Executive Officer Real Estate
Development
- ------------------------------------------------------------------------------------------------------------------------
Jerry I. Speyer U.S.A. Director, President, Co-chief Executive Officer Real Estate
Development
- ------------------------------------------------------------------------------------------------------------------------
Gary W. Roth U.S.A. Director, Managing Real Estate
Director, Secretary & Development
Chief Financial Officer
- ------------------------------------------------------------------------------------------------------------------------
Andrew J. Nathan U.S.A. Managing Director, Vice Real Estate
President, General Development
Counsel
- ------------------------------------------------------------------------------------------------------------------------
David Augarten U.S.A. Treasurer, Managing Real Estate
Director Development
- ------------------------------------------------------------------------------------------------------------------------
Thomas Shapiro U.S.A. Assistant Vice President Real Estate
Development
- ------------------------------------------------------------------------------------------------------------------------
Charles A. Debenedittis U.S.A. Managing Director Real Estate
Development
- ------------------------------------------------------------------------------------------------------------------------
Michael Spies U.S.A. Managing Director Real Estate
Development
- ------------------------------------------------------------------------------------------------------------------------
Ivan Faggen U.S.A. Managing Director Real Estate
Development
- ------------------------------------------------------------------------------------------------------------------------
Steven R. Wechsler U.S.A. Managing Director Real Estate
Development
- ------------------------------------------------------------------------------------------------------------------------
Geoffrey P. Wharton U.S.A. Managing Director Real Estate
Development
- ------------------------------------------------------------------------------------------------------------------------
Horstmar Stauber Germany Managing Director Real Estate
Development
- ------------------------------------------------------------------------------------------------------------------------
Melvyn H. Blum U.S.A. Managing Director Real Estate
Development
- ------------------------------------------------------------------------------------------------------------------------
Katherine G. Farley U.S.A. Managing Director Real Estate
Development
- ------------------------------------------------------------------------------------------------------------------------
Charles Mahoney U.S.A. Managing Director Real Estate
Development
========================================================================================================================
</TABLE>
Rockprop, L.L.C.
Tishman Speyer Crown Equities
TSE Limited Partnership
Rockprop Associates Limited Partnership
Tishman Speyer Associates Limited Partnership
Charles H. Goodman
Jerry I. Speyer
Robert V. Tishman
Members, General Partners, and Controlling Persons
Rockprop, L.L.C. is a Delaware limited liability company, whose
members are Tishman Speyer Crown Equities, a Delaware general partnership
("TSCE"), TSE Limited Partnership, an Illinois limited partnership ("TSELP")
and Rockprop Associates Limited Partnership, a Delaware limited partnership
("Rockprop L.P.").
The principal business of TSCE is the ownership of debt and
equity interests in entities owning real estate and the address of the
principal office of TSCE is 520 Madison Avenue, New York, NY 10022.
The principal business of TSELP is the ownership of interests in TSCE
and investment in entities owning, developing, managing and leasing real
estate assets, and the address of the principal office of TSELP is 222 N.
LaSalle, Suite 2000, Chicago, Illinois 60601.
The principal business of Rockprop L.P. is the ownership of
debt and equity interests in entities owning real estate and the address of
the principal office of Rockprop L.P. is 520 Madison Avenue, New York, NY
10022.
The sole general partners of TSCE are TSELP and Tishman Speyer
Associates Limited Partnership ("TSA"), a New York limited partnership. The
principal business of TSA is 520 Madison Avenue, New York, NY 10022, and the
address of the principal office of TSA is 520 Madison Avenue, New York, NY
10022. The sole general partners of TSA are Jerry I. Speyer and Robert V.
Tishman. The sole general partner of TSELP is Charles H. Goodman, whose
principal business address is 222 N. LaSalle, Suite 2000, Chicago, Illinois
60601, whose primary occupation is Vice President of Henry Crown and Company
and who is a citizen of the United States of America.
The sole general partners of Rockprop L.P. are Jerry I. Speyer
and Robert V. Tishman.
Troutlet Investments Corporation
Burtonwood Holdings, Ltd.
Mr. Stavros S. Niarchos
Executive Officers, Directors and Controlling Persons
Troutlet Investments Corporation is a wholly owned subsidiary
of Burtonwood Holdings, Ltd., a British Virgin Islands private company, whose
principal business is an investment company. The address of the principal
office of Burtonwood Holdings, Ltd. is Villa Bijou, 19, Avenue de la Costa,
Monte Carlo, MC98000, Monaco.
Burtonwood Holdings, Ltd. is wholly owned by Stavros S.
Niarchos, a citizen of Greece, whose principal occupation is an investor.
Stavros S. Niarchos' business address is Villa Bijou, 19, Avenue de la Costa,
Monte Carlo, MC98000, Monaco.
The business address of the persons indicated below is the
address of Troutlet Investments Corporation and Burtonwood Holdings, Ltd.
<TABLE>
<CAPTION>
===============================================================================================================
Principal Occupation
Name and Business Address Citizenship Position Held With Troutlet or Employment
- ------------------------- ----------- --------------------------- --------------------
<S> <C> <C> <C>
Donald M. Harrison United Kingdom Director and President Investment Company
Officer
- ---------------------------------------------------------------------------------------------------------------
Alois Jurt Switzerland Director and Vice President Investment Company
Officer
- ---------------------------------------------------------------------------------------------------------------
Christoff Klemm Switzerland Director and Secretary Investment Company
Officer
===============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
===============================================================================================================
Position Held With Principal Occupation
Name and Business Address Citizenship Burtonwood or Employment
- ------------------------- ----------- ------------------- ---------------------
<S> <C> <C> <C>
Donald M. Harrison United Kingdom Director and President Investment Company
Officer
- ---------------------------------------------------------------------------------------------------------------
Alois Jurt Switzerland Director and Vice President Investment Company
Officer
- ---------------------------------------------------------------------------------------------------------------
Christoff Klemm Switzerland Director and Secretary Investment Company
Officer
===============================================================================================================
</TABLE>
EXOR Group S.A.
<TABLE>
<CAPTION>
=================================================================================================================================
Position Held
with GA, IFI Present Principal
Name Citizenship Business Address and/or EXOR Business Activity
---- ----------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Giovanni Agnelli Italy Corso Marconi 10 General Partner and Chairman of FIAT S.p.A.,
10125 Torino, Italy Chairman of GA, an Italian corporation,
Chairman of IFI, which owns and controls
Director and Chairman companies throughout the
of EXOR world which are engaged
in a wide variety of
businesses. The core
business of FIAT is the
manufacturing of
automobiles.
- ---------------------------------------------------------------------------------------------------------------------------------
Umberto Agnelli Italy Corso Matteotti 26 General Partner of GA, Deputy Chairman and
10121 Torino, Italy Deputy Chairman and Managing Director of IFI
Managing Director of
IFI
- ---------------------------------------------------------------------------------------------------------------------------------
Gianluigi Gabetti Italy 15 Rue du General General Partner of GA, Vice Chairman of EXOR
Dufor Vice Chairman of IFI,
1204 Geneva, Director and Vice
Switzerland Chairman of EXOR
- ---------------------------------------------------------------------------------------------------------------------------------
Cesare Romiti Italy Corso Marconi, 10 General Partner of GA Managing Director of
10125 Torino, Italy FIAT S.p.A.
- ---------------------------------------------------------------------------------------------------------------------------------
Michel David-Weill France One Rockefeller Plaza, Director of IFI, Chairman of Lazard
New York, New York Director of EXOR Partners and Senior
10020 Partner of Lazard Freres
& Co., a privately held
holding company with the
following investment
banking operations as
its primary assets:
Lazard Freres & Co.
(NY), Lazard Freres Cie
(Paris), Lazard Freres
Brothers (London)
- ---------------------------------------------------------------------------------------------------------------------------------
Pio Teodorani-Fabbri Italy Corso Matteotti 26 Director of the Board Director of the Board of
10121 Torino, Italy of IFI IFI
- ---------------------------------------------------------------------------------------------------------------------------------
Franzo Grande Stevens Italy Via del Carmine 2 10122 Secretary of the Board Civil Lawyer
Torino, Italy of General Partners of
GA, Director and
Counsel to IFI
- ---------------------------------------------------------------------------------------------------------------------------------
Jacques Loesch Luxembourg 8, Rue Zithe Director of EXOR Senior Partner, Loesch &
L-1011 Luxembourg Wolter
(counsel to EXOR)
- ---------------------------------------------------------------------------------------------------------------------------------
Henry C.M. Bodmer Switzerland 30 Bahnhofstrasse Director of EXOR Chairman and Managing
Zurich, Switzerland Director of Abegg
Holding A.G., a private
family investment
holding company, with
investments in the areas
of banking, real estate,
wire, cable and plastic
material
- ---------------------------------------------------------------------------------------------------------------------------------
Hans-Ulrich Doerig Switzerland c/o Credit Suisse Director of EXOR Vice Chairman of the
CH-8021 Zurich, Board of Credit Suisse,
Switzerland Zurich, a leading Swiss
commercial bank
- ---------------------------------------------------------------------------------------------------------------------------------
Richard Allen Voell United States 1230 Avenue of the Director of EXOR Private Investor
Americas, New York, New
York 10020
- ---------------------------------------------------------------------------------------------------------------------------------
Andre Ardoin France 13 Avenue de L'Opera Director of EXOR Lawyer
75001 Paris, France
- ---------------------------------------------------------------------------------------------------------------------------------
Tiberto Brandolini Italy 19 Avenue Montaigne Director of EXOR President Directeur
75008 Paris, France General of EXOR S.A., an
affiliate of EXOR
- ---------------------------------------------------------------------------------------------------------------------------------
Corinne France 19 Avenue Montaigne Director of EXOR Associee Gerante of
Mentzelopoulos 75008 Paris, France Chateau Margaux, an
affiliate of EXOR
- ---------------------------------------------------------------------------------------------------------------------------------
Gaston Thorn Luxembourg 2 Boulevard Royal Director of EXOR Chaiman of Banque
Luxembourg Internationale a
Luxembourg
- ---------------------------------------------------------------------------------------------------------------------------------
Fayez Shalaby Sarofim Egypt 2 Houston Center Director of EXOR President and Chairman
Suite 2907, of Fayez Sarofim & Co.,
Houston, a privately owned
Texas 77010 investment management
firm
- ---------------------------------------------------------------------------------------------------------------------------------
Walter Tenz Switzerland Voltastrasse 61 Secretary of the Director of SADCO
CH-8044 Zurich, Board of EXOR S.A., an affiliate of
Switzerland EXOR
=================================================================================================================================
</TABLE>
EXHIBIT 1
October 1, 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:
On behalf of an entity (the "Acquiror") to be formed and capitalized
by Whitehall Street Real Estate Limited Partnership V ("Whitehall"),
Goldman, Sachs & Co., Goldman Sachs Mortgage Company ("GSMC"), Tishman
Speyer Properties, L.P. and David Rockefeller (together with their
respective designated affiliates, the "Investor Group"), we are pleased to
submit a proposal for the acquisition of Rockefeller Center Properties,
Inc. ("RCPI") pursuant to a merger between the Acquiror and RCPI in which
holders of all outstanding shares of Common Stock of RCPI will receive
$7.75 per share in cash in exchange for their shares (the "Merger").
The Merger Agreement referred to below will not contain any financing
condition. The Merger and this Proposal are, however, conditioned upon (i)
acquisition by RCPI of the Rockefeller Center property and related assets
(the "Property") pursuant to a confirmed plan for the owners of the
Property (the "Plan") under chapter 11 of the Bankruptcy Code, which Plan,
as well as the order confirming the Plan, shall be satisfactory to the
Investor Group in all respects, (ii) RCPI's entering into a definitive
merger agreement on acceptable terms (the "Merger Agreement"), (iii) RCPI
shareholder approval of the Merger and (iv) there having occurred no
material adverse change in the financial condition of RCPI or the Property
(including any issuance of additional stock in RCPI or agreement to reduce
the rent under any material lease of space in the Property).
The Merger Agreement will include customary and appropriate
representations and warranties, covenants, exclusivity and confidentiality
provisions, a break-up fee of $7,500,000 and will provide for reimbursement
of reasonable expenses and other typical miscellaneous provisions. This
proposal is conditioned upon RCPI's not filing any material pleadings and
other documents ("RCPI Pleadings") relating to the chapter 11 proceedings
involving Rockefeller Center Properties (the "Proceedings") or taxing any
other action that is material (as determined by the Investor Group) in any
way relating to the Proceedings not acceptable to the Investor Group, and
the Merger Agreement will expressly provide for such condition.
Upon execution of the Merger Agreement, GSMC will lend RCPI up to an
additional $33 million under the Loan Agreement, dated as of December 18,
1994, between RCPI and GSMC, and RCPI will prepay any borrowing it has made
under the Investment Agreement, dated as of August 18, 1995, between RCPI
and Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership
III (the "Investment Agreement") and thereby terminate the Investment
Agreement.
Our proposal is also subject to RCPI's having, immediately prior to
consummation of this Merger, (i) no more than 38,260,704 shares of common
stock outstanding, (ii) no outstanding warrants or rights to purchase
capital stock or securities convertible into or exchangeable for capital
stock or stock appreciation rights (collectively, "Stock Rights"), other
than those owned by Whitehall and (iii) only those existing liabilities as
are set forth on Schedule A to this letter. To the extent RCPI incurs
liabilities not set forth on Schedule A or has issued additional shares of
common stock or Stock Rights, the Investor Group elect to proceed with the
transaction with a corresponding reduction to the purchase price.
We are in a position to proceed on an expedited basis. Our proposal
will remain open until the close of business on October 6, 1995; provided
that we reserve the right to withdraw our proposal prior to such date if
(i) RCPI enters into any agreement or agreement in principle with the
owners of the Property or Rockefeller Group, Inc. with respect to either
(x) a plan of liquidation or reorganization for the owners of the Property
or (y) a plan or proposal for the transfer of the Property in satisfaction
of the existing mortgage thereon in lieu of such a plan or (ii) RCPI
proposes any such plan either on its own or jointly with any third party,
in each case, if such agreement, plan or proposal is not acceptable to the
Investor Group.
We would welcome the opportunity to meet with you or your advisors to
answer any questions concerning the proposal we have outlined in this
letter and to negotiate the Merger Agreement, which we believe can be
entered into by October 6.
Sincerely,
/s/ Daniel M. Niedich
- -----------------------------------
Daniel M. Neidich
(on behalf of Goldman, Sachs & Co.,
Goldman Sachs Mortgage Company
and Whitehall Street Real Estate Limited Partnership V)
/s/ Jerry I. Speyer
- -----------------------------------
Jerry I. Speyer
(on behalf of Tishman Speyer Properties, L.P.)
/s/ David Rockefeller
- -----------------------------------
David Rockefeller*
*By /s/ Peter W. Herman
--------------------------------
Peter W. Herman
Attorney-in-Fact
Schedule A
Company Liabilities estimated
as of December 31, 1995(1)
- ------------------------------------------------------------------------------
Outstanding Debt:
Current Coupon Convertible Debentures (1) $ 213,170,000
Zero Coupon Convertible Debentures 360,283,107
Floating Rate Notes (1)(2) 150,000,000
14% Debentures(1) 75,000,000
-------------
Total Outstanding Debt $ 798,453,107
Other Liabilities:
Swaps (estimated) 10,000,000
Transaction Costs (3) 8,000,000
Other General and Administrative Liabilities
(see Attachment 1) 3,497,543
Maximum Trade Payables 15,000,000
Zell Breakup Fee and Related Expenses 11,575,000
-------------
Total Other Liabilities $ 48,072,543
Total Liabilities $ 846,525,650
Minimum Net Cash $ 12,000,000
Total Net Liabilities $ 834,525,650
- ----------------
(1) Assumes interest on obligations payable currently is paid.
(2) Assumes GSMC lends $33.7 million under the terms of the GSMC Loan
Agreement.
(3) Includes only professional fees to PaineWebber, Weil, Gotshal &
Manges, Shearman & Sterling, and expense liabilities payable to
Goldman, Sachs & Co. under its existing agreements.
Attachment 1
Other Liabilities
(Amounts estimated as of December 31, 1995)
All litigation listed on Annex A hereto and any expenses incurred by the
Company in connection with these suits and any indemnity payments due from the
Company to the officers and directors in connection with such suits (based on
the assumption that collectively such litigation would not have a material
adverse effect on the Company).
Audit Fees $ 150,000
Property Appraisal 150,000
Investor Relations Consulting 150,000
Consulting Fees 20,000
Office space lease (future cash rent to the end of the lease) 770,000
Tax Return Preparation Fees 10,000
Directors' Fees and Expenses 5,000
Property Inspection 7,500
Registrar and Transfer Agent Fees 35,000
Dividend Reinvestment Plan 2,000
Investor Communications 50,000
Taxes 2,500
Data Processing 5,000
Travel and Reimbursable Expenses 3,000
Telephone Service 3,000
Miscellaneous 127,000
Office Equipment Leases 26,100
EDGAR Filings - Merrill Corporation 25,000
Payroll - Salaries 13,245
Payroll - Taxes 11,054
Payroll - Incentive Savings Plan 2,716
Contractual Severance Pay 1,267,000
Contractual Severance Benefits 152,429
Retirement Plan 510,000
------------
Total $3,497,543
Annex A to Attachment 1
General
On January 23, 1995 Bear, Stearns & Co., Inc. and Donaldson, Lufkin &
Jenrette Securities Corporation commenced an action against the Company in
the Supreme Court of New York, County of New York. The plaintiffs allege
that the Company breached a contract relating to the plaintiffs' provision
of investment banking services to the Company. The plaintiffs seek
$5,062,500 in damages, plus costs, attorneys' fees and interest.
On May 24, 1995 Jerry Krim commenced an action encaptioned Krim v.
Rockefeller Center Properties, Inc. and Peter D. Linneman. On June 7,
Kathy Knight and Moishe Malamud commenced an action encaptioned Knight, et
al. v. Rockefeller Center Properties, Inc. and Peter D. Linneman. Both
actions were filed in the United States District Court for the Southern
District of New York and purport to be brought on behalf of a class of
plaintiffs comprised of all persons who purchased the Company's common
stock between March 20, 1995 and May 10, 1995. The complaints allege that
the Company and Dr. Linneman violated the federal securities laws by their
purported failure to disclose prior to May 11, 1995 that the Borrower would
file for bankruptcy protection. The cases have been consolidated and the
plaintiffs are seeking damages in such amount as may be proved at trial,
plus costs, attorneys' fees and interest.
On July 6, 1995 Charal Investment Company, Inc. commenced a derivative
action against certain of the Company's present and former directors (the
"Defendant Directors") in the Court of Chancery of the State of Delaware in
and for New Castle County. The Company was named as a nominal defendant.
The plaintiff alleges that the Defendant Directors breached their fiduciary
duty by: (1) using commercial paper proceeds to repurchase Convertible
Debentures; (2) entering into interest rate swaps; and (3) making capital
distributions to stockholders. The plaintiffs seek such equitable or
injunctive relief as may be appropriate and to have the Defendant Directors
pay the Company damages to the extent the Company was harmed as a result of
the Defendant Directors' breach of fiduciary duty, plus costs, attorneys'
fees and interest.
On July 31, 1995 L.L. Capital Partners, L.P. commenced an action
against the Company in the United States Court in the Southern District of
New York. The plaintiff alleges that, prior to December 1993, the Company
failed to disclose its purported belief and that the Rockefeller family and
the Borrower's corporate parent would cease to fund the Borrower's cash
flow shortfalls and that, as a result of such nondisclosure, plaintiffs
were induced to purchase 700,000 shares of the Company's common stock at
$7.00 per share in December, 1993. The plaintiffs seek rescission, or, in
the alternative, monetary damages (including punitive damages), plus
interest.
DAMAGES ALLEGED
---------------
1. Jose Algarin v. RCPI, et al.,
No. 132218/94 $1,000,000.00
- --------------------------------------------------
2. Christala Mavroudes v. RCPI, et al.,
No. 100082/93 25,000.00(1)
- --------------------------------------------------
3. George Albert Salmon and Mary Redern v. RCPI,
et al., 122720/94 7,750,000.00
- --------------------------------------------------
4. Esteban Ovalle v. RCPI, et al., 4725/95 2,000,000.00
- --------------------------------------------------
5. Marilyn Lamacchia v. RCPI, et al.,
No. 128649/94 20,000,000.00
- --------------------------------------------------
6. Robert Morales v. RCPI, et al.,
No. 132388/94 750,000.00
- --------------------------------------------------
7. Hyacinth Harrison v. RCPI, et al.,
No. 128826/94 1,000,000.00
- --------------------------------------------------
8. Hyacinth Harrison v. RCPI, et al.,
No. 113506/94 1,000,000.00
- --------------------------------------------------
9. Barbara Gross v. RCPI, et al.,
No. 21035/94 1,000,000.00
- --------------------------------------------------
10. Sharon A. Gearhart v. RCPI, et al.,
13598/93 2,000,000.00
- --------------------------------------------------
11. Geraldine B. Martin, et al. v. RCPI,
et al., No. 11739794 5,000,000.00
- --------------------------------------------------
12. Manny Ramos, Jr. v. RCPI, et al.,
No. 3426/94 20,000,000.00
- --------------------------------------------------
13. Rosa Perifimos, et al. v. RCPI, et al.,
No. 93-032229 5,750,000.00
- --------------------------------------------------
14. Madelyn Vanderwel v. RCPI, et al.,
No. 23684/93 1,000,000.00
- --------------------------------------------------
15. Giacomo M. Favia v. RCPI, et al.,
No. 26500/94 1,000,000.00
- --------------------------------------------------
16. Cornell Richards v. RCPI, et al.,
No. 30435/94 500,000.00
- --------------------------------------------------
17. Reliance Insurance Company v. RCPI, et al.,
No. 94-133892 186,000.00
- --------------------------------------------------
- ------------
(1 ) Plaintiff alleges at least $25,000, the full amount to be proved
at trial.
EXHIBIT 2
October 1, 1995
Tishman Speyer Properties, L.P.
520 Madison Avenue
New York, NY 10022
David Rockefeller
Room 5600
30 Rockefeller Plaza
New York, New York 10020
Ladies and Gentlemen:
Whitehall Street Real Estate Limited Partnership V, Goldman,
Sachs & Co., Goldman Sachs Mortgage Company (collectively, the "Whitehall
Investors"), Tishman Speyer Properties, L.P. ("Tishman Speyer") and David
Rockefeller ("Rockefeller") intend to submit a transaction proposal to the
Board of Directors of Rockefeller Center Properties, Inc. ("RCPI")
substantially on the terms set forth in the letter attached as Annex 1 hereto
(the "Proposal") and in connection therewith the parties hereto wish to set
forth their understandings and agreements relating to their respective
commitments to participate in the transaction described in the Proposal.
Accordingly, the parties hereto hereby agree as follows:
1. Each of the undersigned hereby consents to the delivery of
the Proposal to the Board of Directors of RCPI and commits to participate in
the Proposal on the terms and subject to the conditions set forth therein and
in the description of the Transaction Structure attached as Annex 2 hereto
(including Exhibit A thereto) (the "Transaction Summary"); provided that if
prior to October 6, 1995 Rockefeller shall not have arranged an investor group
reasonably satisfactory to the Whitehall Investors to fund a portion of his
commitment, then he may terminate his commitment hereunder.
2. The Whitehall Investors and Tishman Speyer hereby commit
that if Rockefeller terminates his commitment in accordance with the proviso
of paragraph 1 above, then the Whitehall Investors and Tishman Speyer shall
participate in the Proposal on the terms and subject to the conditions set
forth therein and in the description of the Alternative Transaction Structure
attached as Annex 3 hereto (including Exhibit A thereto) the "Alternative
Transaction Summary").
3. In the case of paragraph 2, the Whitehall Investors may
in their sole discretion modify the capitalization of the entity to be formed
described in the Alternative Transaction Summary (provided that any such
modification shall not disproportionately adversely affect Tishman Speyer
relative to the Whitehall Investors), in which case each of Tishman Speyer may
terminate its commitment hereunder.
4. Subject to the foregoing, if the Board of RCPI elects to
pursue the Proposal, the parties hereto shall negotiate in good faith to
expeditiously enter into definitive agreements consistent with the terms and
conditions set forth in the Proposal and the Transaction Summary or the
Alternative Transaction Summary, as applicable.
5. This letter and the parties' respective obligations
hereunder shall not be assignable without the consent of each of the parties
hereto, and any attempted assignment shall be void.
6. This letter may be executed in one or more counterparts,
each of which shall be an original and all of which, when taken together,
shall constitute one and the same instrument.
7. This letter is intended solely for the benefit of the
parties hereto and is not intended to confer any benefits upon or create any
rights in favor of, any person other than the parties hereto.
8. This letter shall be governed by and is construed in
accordance with the laws of the State of New York (other than its rules of
conflicts of laws to the extent that the application of the laws of another
jurisdiction would be required.
9. This letter shall be effective as of the opening of
business in New York City on October 2, 1995.
If the foregoing correctly sets forth the agreement reached
among the parties hereto with respect to the subject matter hereof, kindly
execute this letter in the space provided below, at which time this letter
shall serve as a binding and enforceable agreement among the parties hereto.
Very truly yours,
WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP V
GOLDMAN, SACHS & CO.
GOLDMAN SACHS MORTGAGE
COMPANY
By: /s/ Daniel M. Niedich
---------------------------
Name: Daniel M. Niedich
Title: Partner
ACCEPTED AND
AGREED TO:
TISHMAN SPEYER PROPERTIES, L.P.
By: Tishman Speyer Properties, Inc.,
its general partner
By: /s/ Jerry I. Speyer
----------------------
Name: Jerry I. Speyer
Title: President
/s/ David Rockefeller *
- ---------------------------------
David Rockefeller
*By: /s/ Peter W. Herman
- ---------------------------------
Peter W. Herman
Attorney-in-Fact
Annex 1
October 1, 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:
On behalf of an entity (the "Acquiror") to be formed and
capitalized by Whitehall Street Real Estate Limited Partnership V
("Whitehall"), Goldman, Sachs & Co., Goldman Sachs Mortgage Company
("GSMC"), Tishman Speyer Properties, L.P. and David Rockefeller (together
with their respective designated affiliates, the "Investor Group"), we are
pleased to submit a proposal for the acquisition of Rockefeller Center
Properties, Inc. ("RCPI") pursuant to a merger between the Acquiror and
RCPI in which holders of all outstanding shares of Common Stock of RCPI
will receive $7.75 per share in cash in exchange for their shares (the
"Merger").
The Merger Agreement referred to below will not contain any
financing condition. The Merger and this Proposal are, however,
conditioned upon (i) acquisition by RCPI of the Rockefeller Center property
and related assets (the "Property") pursuant to a confirmed plan for the
owners of the Property (the "Plan") under chapter 11 of the Bankruptcy
Code, which Plan, as well as the order confirming the Plan, shall be
satisfactory to the Investor Group in all respects, (ii) RCPI's entering
into a definitive merger agreement on acceptable terms (the "Merger
Agreement"), (iii) RCPI shareholder approval of the Merger and (iv) there
having occurred no material adverse change in the financial condition of
RCPI or the Property (including any issuance of additional stock in RCPI or
agreement to reduce the rent under any material lease of space in the
Property).
The Merger Agreement will include customary and appropriate
representations and warranties, covenants, exclusivity and confidentiality
provisions, a break-up fee of $7,5000,000 and will provide for reimbursement
of reasonable expenses and other typical miscellaneous provisions. This
proposal is conditioned upon RCPI's not filing any material pleadings and
other documents ("RCPI Pleadings") relating to the chapter 11 proceedings
involving Rockefeller Center Properties (the "Proceedings") or taking any
other action that is material (as determined by the Investor Group, and the
Merger Agreement will expressly provide for such condition.
Upon execution of the Merger Agreement, GSMC will lend RCPI up
to an additional $33 million under the Loan Agreement, dated as of December
18, 1994, between RCPI and GSMC, and RCPI will prepay any borrowing it has
made under the Investment Agreement, dated as of August 18, 1995, between RCPI
and Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership
III (the "Investment Agreement") and thereby terminate the Investment
Agreement.
Our proposal is also subject to RCPI's having, immediately
prior to consummation of this Merger, (i) no more than 38,260,704 shares of
common stock outstanding, (ii) no outstanding warrants or rights to purchase
capital stock or securities convertible into or exchangeable for capital stock
or stock appreciation rights (collectively, "Stock Rights"), other than those
owned by Whitehall and (iii) only those existing liabilities as are set forth
on Schedule A or has issued additional shares of common stock or Stock Rights,
the Investor Group may elect to proceed with the transaction with a
corresponding reduction to the purchase price.
We are in a position to proceed on an expedited basis. Our
proposal will remain open until the close of business on October 6, 1995;
provided that we reserve the right to withdraw our proposal prior to such date
if (i)( RCPI enters into any agreement or agreement in principle with the
owners of the Property or Rockefeller Group, Inc. with respect to either (x) a
plan of liquidation or reorganization for the owners of the Property or (y) a
plan or proposal for the transfer of the Property in satisfaction of the
existing mortgage thereon in lieu of such a plan or (ii) RCPI proposes any
such plan either on its own or jointly with any third party, in each case, if
such agreement, plan or proposal is not acceptable to the Investor Group.
We would welcome the opportunity to meet with you or your
advisors to answer any questions concerning the proposal we have outlined in
this letter and to negotiate the Merger Agreement, which we believe can be
entered into by October 6.
Sincerely,
Daniel M. Neidich
(on behalf of Goldman, Sachs & Co.,
Goldman Sachs Mortgage Company
and Whitehall Street Real Estate Limited Partnership V)
Jerry I. Speyer
(on behalf of Tishman Speyer Properties, L.P.)
David Rockefeller*
*By:_______________________
Peter W. Herman
Attorney-in-Fact
Schedule A
Company Liabilities estimated
as of December 31, 1995(1)
Outstanding Debt:
Current Coupon Convertible Debentures(1) $213,170,000
Zero Coupon Convertible Debentures 360,283, 107
Floating Rate Notes(1)(2) 150,000,000
14% Debentures(1) 75,000,000
----------------
Total Outstanding Debt $798,453,107
Other Liabilities:
Swaps (estimated) 10,000,000
Transaction Costs(3) 8,000,000
Other General and Administrative Liabilities
(see Attachment 1) 3,497,543
Maximum Trade Payables 15,000,000
Zell Breakup Fee and Related Expenses 11,575,000
----------------
Total Other Liabilities $ 48,072,543
Total Liabilities $846,525,650
Minimum Net Cash $ 12,000,000
Total Net Liabilities $834,525,650
- --------------
(1) Assumes interest on obligations payable currently is paid.
(2) Assumes GSMC lends $33.7 million under the terms of the GSMC Loan
Agreement.
(3) Includes only professional fees to PaineWebber, Weil, Gotshal &
Manges, Shearman & Sterling, and expense liabilities payable to
Goldman, Sachs & Co. under its existing agreements.
Attachment 1
Other Liabilities
(Amounts estimated as of December 31, 1995)
All litigation listed on Annex A hereto and any expenses incurred by the
Company in connection with these suits and any indemnity payments due from the
Company to the officers and directors in connection with such suits (based on
the assumption that collectively such litigation would not have a material
adverse effect to the Company).
Audit Fees $150,000
Property Appraisal 150,000
Investor Relations Consulting 150,000
Consulting Fees 20,000
Office space lease (future cash rent
to the end of the lease) 770,000
Tax Return Preparation Fees 10,000
Directors' Fees and Expenses 5,000
Property Inspection 7,500
Registrar and Transfer Agent Fees 35,000
Dividend Reinvestment Plan 2,000
Investor Communications 50,000
Taxes 2,500
Data Processing 5,000
Travel and Reimbursable Expenses 3,000
Telephone Service 3,000
Miscellaneous 127,000
Office Equipment Leases 26,100
EDGAR Filings - Merrill Corporation 25,000
Payroll - Salaries 13,245
Payroll - Taxes 11,054
Payroll - Incentive Savings Plan 2,716
Contractual Severance Pay 1,267,000
Contractual Severance Benefits 152,429
Retirement Plan 510,000
------------
Total $3,497,543
------------
Annex A to Attachment 1
General
On January 23, 1995 Bear, Stearns & Co., Inc. and Donaldson, Lufkin &
Jenrette Securities Corporation commenced an action against the Company in
the Supreme Court of New York, County of New York. The Plaintiffs allege
that the Company breached a contract relating to the plaintiffs' provision
of investment banking services to the Company. The plaintiffs seek
$5,062,500 in damages, plus costs, attorneys' fees and interest.
On May 24, 1995 Jerry Krim commenced an action encaptioned Krim v.
Rockefeller Center Properties, Inc. and Peter D. Linneman. On June 7, Kathy
Knight and Moishe Malamud commenced an action encaptioned Knight, et al. v.
Rockefeller Center Properties, Inc. and Peter D. Linneman. Both actions were
filed in the United States District Court for the Southern District of New
York and purport to be brought on behalf of a class of plaintiffs comprised of
all persons who purchased the Company's common stock between March 20, 1995
and May 10, 1995. The complaints allege that the Company and Dr. Linneman
violated the federal securities laws by their purported failure to disclose
prior to May 11, 1995 that the Borrower would file for bankruptcy protection.
The cases have been consolidated and the plaintiffs are seeking damages in
such amount as may be proved at trial, plus costs, attorneys' fees and
interest.
On July 6, 1995 Charal Investment Company, Inc. commenced a
derivative action against certain of the Company's present and former
directors (the "Defendant Directors") in the Court of Chancery of the State
of Delaware in and for New Castle County. The Company was named as a
nominal defendant. The plaintiff alleges that the Defendant Directors
breached their fiduciary duty by: (1) using commercial paper proceeds to
repurchase Convertible Debentures; (2) entering into interest rate swaps;
and (3) making capital distributions to stockholders. The plaintiffs seek
such equitable or injunctive relief as may be appropriate and to have the
Defendant Directors pay the Company damages to the extent the Company was
harmed as a result of the Defendant Directors' breach of fiduciary duty,
plus costs, attorneys' fees and interest.
On July 31, 1995 L.L. Capital Partners, L.P. commenced an action against
the Company in the United States Court in the Southern District of New York.
The plaintiff alleges that, prior to December 1993, the Company failed to
disclose its purported belief that the Rockefeller family and the Borrower's
corporate parent would cease to fund the Borrower's cash flow shortfalls and
that, as a result of such nondisclosure, plaintiffs were induced to purchase
700,000 shares of the Company's common stock at $7.00 per share in December,
1993. The plaintiffs seek rescission, or, in the alternative, monetary
damages (including punitive damages), plus interest.
DAMAGES ALLEGED
---------------
1. Jose Algarin v. RCPI, et al., No. 132218/94 $1,000,000.00
- --------------------------------------------------
2. Christala Mavroudes v. RCPI, et al.,
No. 100082/93 25,000.00(4)
- --------------------------------------------------
3. George Albert Salmon and Mary Redfern v. 7,750,000.00
RCPI, et al., No. 122720/94
- --------------------------------------------------
4. Esteban Ovalle v. RCPI, et al., No. 4725/95 2,000,000.00
- --------------------------------------------------
5. Marilyn Lamacchia v. RCPI, et al.,
No. 128649/94 20,000,000.00
- --------------------------------------------------
6. Robert Morales v. RCPI, et al.,
No. 132388/94 750,000.00
- --------------------------------------------------
7. Hyacinth Harrison v. RCPI, et al.,
No. 128826/94 1,000,000.00
- --------------------------------------------------
8. Hyacinth Harrison v. RCPI, et al.,
No. 113506/94 1,000,000.00
- --------------------------------------------------
9. Barbara Gross v. RCPI, et al.,
No. 21035/94 1,000,000.00
- --------------------------------------------------
10. Sharon Gearhart v. RCPI, et al.,
No. 13598/93 2,000,000.00
- --------------------------------------------------
11. Geraldine B. Martin et al v. RCPI,
et al., No. 117397/94 5,000,000.00
- --------------------------------------------------
12. Manny Ramos v. RCPI, et al.,
No. 3426/94 20,000,000.00
- --------------------------------------------------
13. Rosa Perifimos v. RCPI, et al.,
No. 93-032229 5,750,000.00
- --------------------------------------------------
14. Madelyn Vanderwel v. RCPI, et al.,
No. 23684/93 1,000,000.00
- --------------------------------------------------
15. Giacomo M. Favia v. RCPI, et al.,
No. 26500/94 1,000,000.00
- --------------------------------------------------
16. Cornell Richards v. RCPI, et al.,
No. 30435/94 500,000.00
- --------------------------------------------------
17. Reliance Insurance Company v. RCPI, et al., 186,000.00
No. 94-133892
- --------------------------------------------------
- --------------
(4) Plaintiff alleges at least $25,000, the full amount to be proved at trial.
Annex 2
Transaction Structure
Initial Investors
GS/Whitehall: $220 million (50%)
David Rockefeller: $200 million (approx. 45%)
(including additional investors reasonably acceptable to Whitehall
Investors)
Tishman Speyer: $20 million (approx. 5%)
Total Equity: $440 million
Capitalization (in millions)
New Financing(5) $ 430
Zeros $ 360
14% 75
Total Debt 865
------
Equity 440
Total $1,305
======
Management Arrangements
bullet See Exhibit A
- --------------
(5) If new financing is not available on favorable terms, certain existing
financing would remain in place.
Exhibit A
Term Sheet
Shareholder Arrangements
Structure: Form of company to be agreed upon among Whitehall
and its affiliates (the "Whitehall Investors") and the
other investors (the "Other Investors" and together
with the Whitehall Investors, the "Investors")
Management:
Managing Agent: Tishman Speyer Properties, L.P. to act as managing
agent ("Managing Agent") with responsibility for
day-to-day management of the Property, subject to
authority of the Board. Managing Agent to be
subject to Management Agreement described below.
Initial Officers: Chairman: David Rockefeller (if he elects to serve in
such capacity) or an individual designated by
Whitehall Investors (if not David Rockefeller)
Vice Chairman: Individual designated by Whitehall
Investors (if David Rockefeller is Chairman) or by
Other Investors (if Chairman designated by Whitehall
Investors)
President and CEO: Jerry I. Speyer
Board: Comprised of 4 members designated by Whitehall
Investors ("the Class A Directors") and 4 members
designated by Other Investors (the "Class B
Directors"); provided that in lieu of designating 4
members Whitehall Investors may designate fewer
than 4 members having the right to 4 votes on the
Board.
Supermajority
Matters: Following matters to require affirmative vote of 75%
of each of the Class A and Class B Directors:
(i) merger or consolidation of the Company with
or into any other entity;
(ii) liquidation or dissolution of the Company,
except as required by applicable law'
(iii) approval of annual budget;
(iv) engaging in new lines of business or material
deviations therefrom;
(v) purchases of (x) any additional properties or
(y) any other assets in excess of agreed upon
threshold;
(vi) declaration or payment of dividends or other
distributions;
(vii) incurrence, including refinancing, of
indebtedness in excess of agreed upon
thresholds (other than the financing
contemplated to be outstanding at the closing
of the transactions);
(viii) entering into any transaction with any Affiliate
(it being understood that (A) absent special
circumstances and provided that Goldman,
Sachs & Co. or its affiliate is an equity owner
of RCPI, Goldman,Sachs & Co. shall be the
Company's investment banking firm, on
customary terms as approved by the Board
and (B) Tishman Speyer shall provide cleaning
and other property related services on
customary terms as approved by the Board;
(ix) capital expenditures other than as set forth in
the annual budget approved in accordance
with clause (iii) above;
(x) commencement or settlement of material
litigation;
(xi) designation and removal of executive officers;
(xii) issuance or sale of any equity interests in the
Company;
(xiii) any public offering of equity interests in the
Company;
(xiv) any adoption or modification of significant
accounting policies or practices and
appointment of independent auditors; and
(xv) entering into space leases relating to (x) space
in excess of 100,000 square feet, (y) Radio
City Music Hall or (z) the ice rink, or space
leases not consistent with annual budget
approved in accordance with clause (iii).
Description No dispositions of all or any portion for the Property
of Property: except as follows:
A. with the consent of 75% of each of the
Class A and Class B Directors prior to
third anniversary;
B. with the consent of 50% of the Board
from and after the fifth anniversary.
If a disposition of property is approved in accordance
with the foregoing, the Board shall dispose of such
property to the highest unaffiliated bidder.
Restrictions No transfers of interest in the Company prior to third
on Transfers: anniversary without the unanimous consent of the
Board, except:
A. any pledge to a bank or other financial
institution in connection with securing a
bona fide loan to an Investor; or
B. any transfer by an Investor to an affiliate
of such Investor; provided that (i) such
affiliate must execute an agreement by
which it shall become bound by these
arrangements and (ii) such affiliate must
be an affiliate of an original Investor.
After third anniversary, any Investor may transfer its
interest in the Company provided that it complies
with the following procedures:
A. Prior to offering such interest to any third
party, the selling Investor shall first
offer such interest to the non-selling
Investors (pro rata based on their
respective interests in the Company);
provided that if the selling Investor is one
of the Other Investors then such selling
Other Investor shall first offer such
interest to the non-selling Other Investors
and shall thereafter offer any interest not
purchased by the non-selling Other Investors
to the Whitehall Investors.
B. If the offeree Investors collectively fail to
purchase such interests on the terms
offered, then the selling Investor shall be
permitted to sell such interest to a third
party at a price no less than 95% of the
price offered to the Investors and on other
terms no more favorable to such third
party than the terms offered to the
Investors; provided that such third party
shall be subject to the approval of a
majority of the non-selling Investors
(which approval shall be granted in each
Investor's sole discretion exercised in
good faith).
If either the Whitehall Investors or the Other Investors
shall own in excess of 75% if the equity of the
Company or if any of the Other Investors transfer
their interests (other than as permitted by clauses A.
and B. of the first paragraph of "Restrictions on
Transfer" above), all "Supermajority Matters" shall
thereafter require the approval of 75% of the entire
Board and Board representation and voting shall be
based on each Investor's proportional equity interest.
Management The Company and Tishman Speyer, as Managing
Agreement: Agent, will enter into a Management Agreement
providing for a three-year term, with two successive
one-year renewal periods. Upon the good faith
determination of all of the Investors (other than the
Managing Agent) with respect to the performance of
the Managing Agent (such determination to be made
without regard to cost considerations), the Company
may cause the Management Agreement not to be
renewed in accordance with the foregoing. After the
fifth anniversary, all of the Investors must agree to
any further renewals of the Management Agreement.
If all of the Investors do not agree to renew the
Tishman Speyer Management Agreement and cannot
within a reasonable period agree on a successor
Managing Agent, then the Whitehall Investors shall
propose a list of 3 qualified firms of reputable
standing to serve as Managing Agent and the Other
Investors shall select the Managing Agent from such
list. Upon any non-renewal of the Tishman Speyer
Management Agreement on or prior to the fifth
anniversary, Tishman Speyer will be entitled to "put"
its shares back to the Company at fair market value
(without minority discount).
The Managing Agent will be paid a fee of 1.5 % of
gross revenues plus a one-half standard commission
override.
Break Up Fee: The break up fee will be allocated proportionately
based on the actual capital ultimately committed by
each Investor.
Annex 3
Alternative Transaction Structure
Initial Investors
GS/Whitehall: $420 million (95%)
(including additional investors selected by GS/Whitehall
Tishman Speyer: $20 million (5%)
Total Equity: $440 million
Capitalization (in millions)
New Financing(a) $ 430
Zeros 360
14% 75
-------
Total Debt 865
Equity 440
-------
Total $1,305
-------
- --------------
(a) If new financing is not available on favorable terms, certain
existing financing would remain in place.
Management Arrangements
bullet See Exhibit A
Exhibit A
Term Sheet
Arrangements with Tishman Speyer
Management
of Company:
President and CEO: Jerry I. Speyer
Board: Comprised of 7 members designated by Whitehall and 1
member designated by Tishman Speyer (provided that in
lieu of designating 7 members Whitehall may designate
fewer than 7 members having the right to 7 votes on the
Board)
Restrictions
on Transfer of No transfers by Tishman Speyer of its interest in the
Tishman Speyer Company prior to fifth anniversary without the unanimous
Interests: consent of the Board, except:
A. any pledge to a bank or other financial
institution in connection with securing a bona
fide loan to Tishman Speyer; or
B. any transfer by Tishman Speyer to a 50% or
more owned affiliate of Tishman Speyer;
provided that such affiliate must execute an
agreement by which it shall become bound
by these arrangements.
After fifth anniversary, Tishman Speyer may also transfer
its entire interest in the Company provided that it
complies with the following procedures and provided that
upon any transfer, the Company shall have the right to
terminate the Management Agreement:
A. Prior to offering such interest to any third
party, Tishman Speyer shall first offer such
interest to Whitehall.
B. If Whitehall fails to purchase such interests
on the terms offered, then Tishman Speyer
shall be permitted to sell such interest to a
third party at a price no less than 95% of the
price offered to Whitehall and on other terms
no more favorable to such third party than
the terms offered to Whitehall; provided that
such third party shall be subject to the
approval of Whitehall (which approval may
be granted in Whitehall's sole discretion).
Managing Agent: Tishman Speyer Properties, L.P. to act as managing agent
("Managing Agent") with responsibility for day-to-day
management of Property, subject to authority of Board.
Managing Agent to be subject to Management Agreement
described below.
Management The Company and Tishman Speyer, as Managing Agent,
Agreement: will enter into a Management Agreement providing for a
three-year term, with two successive one-year renewal
periods. Upon the good faith determination of Whitehall
with respect to the performance of the Managing Agent
(such determination to be made without regard to cost
considerations), the Company may elect not to renew the
Management Agreement.
The Managing Agent will be paid a fee of 1.5% of gross
revenues plus a one-half standard commission override.
In addition, if prior to the third anniversary the
Company shall dispose of in excess of 50% of the
Property (based on square footage), the Company shall
pay to the Managing Agent a fee to be agreed upon
based on, among other things, the date on which the
properties are sold.
Tishman Speyer shall provide cleaning and other property
related services on customary terms as approved by the
Board.
Certain Put Upon any non-renewal by Whitehall of the Tishman
Rights; Tag Speyer Management Agreement on or prior to the fifth
Along/Drag anniversary, Tishman Speyer will be entitled to "put" its
Along Rights: shares back to the Company at fair market value (without
minority discount).
In addition (unless prior to such date Whitehall has
elected not to renew the Management Agreement), upon
the fifth anniversary and thereafter upon the expiration
of any renewal period, Tishman Speyer will be
entitled to "put" its shares back to the Company at
fair market value.
Tishman Speyer to have Tag Along (or Put) Rights and
Whitehall Investors to have Drag Along Rights on
disposition of entire interest by Whitehall Investors.
Additional If after the closing the Whitehall Investors shall
Funding Rights: provide additional funding to the Company, Tishman
Speyer shall have the right to participate in
such funding on a pro rata basis.
No Recourse: The Company shall not incur any indebtedness or other
obligations that are recourse to Tishman Speyer.
Break Up Fee: The break up fee will be allocated $6.5 million to the
Whitehall Investors and $1.0 million to Tishman Speyer.
EXHIBIT 3
October 1, 1995
Tishman Speyer Properties, L.P.
520 Madison Avenue
New York, NY 10022
David Rockefeller
Room 5600
30 Rockefeller Plaza
New York, NY 10020
Reference is made to the Letter Agreement, dated as of the date
hereof, among Whitehall Street Real Estate Limited Partnership V, Goldman,
Sachs & Co., Goldman Sachs Mortgage Company, Tishman Speyer Properties,
L.P. and David Rockefeller (the "Investor Group Letter") relating to their
proposal to acquire Rockefeller Center Properties, Inc. ("RCPI").
In connection with the Investor Group Letter, the parties hereto agree
that for purposes of the Proposal (as defined in the Investor Group
Letter), "Sources and Uses of Funds" shall be as set forth on Exhibit A
hereto.
In addition, the parties hereto agree that the Goldman,
Sachs/Whitehall position in RCPI shall be treated as set forth below:
bullet Warrants and SARs valued at $4.00 each
bullet 14% debentures remain outstanding, but subordinate to new
financing
bullet GSMC Note is refinanced per existing agreement
bullet $75 million Whitehall Loan is intended to be called on
December 31, 2000 in accordance with its terms subject to
financial considerations at the time
If the foregoing correctly sets forth the agreement reached among the
parties hereto with respect to the subject matter hereof, kindly execute
this letter in the space provided below, at which time this letter shall
serve as a binding and enforceable agreement among the parties hereto.
Very truly yours,
WHITEHALL STREET REAL
ESTATE LIMITED PARTNERSHIP V
GOLDMAN, SACHS & CO.
GOLDMAN SACHS MORTGAGE
COMPANY
By: /s/ Daniel M. Niedich
------------------------
Name: Daniel M. Niedich
Title: Partner
ACCEPTED AND
AGREED TO:
TISHMAN SPEYER PROPERTIES, L.P.
By: Tishman Speyer Properties, Inc.
its general partner
By: /s/ Jerry I. Speyer
----------------------
Name: Jerry I. Speyer
Title: President
/s/ David Rockefeller *
----------------------------
David Rockefeller
*By: /s/ Peter W. Herman
-------------------------------
Peter W. Herman
Attorney-in-Fact
Exhibit A
Sources and Uses of Funds
Sources Uses
($ million) ($ million)
- ------------------------------------ ---------------------------
$440 Investor Equity $334 Common
Stock/Whitehall
Warrants/SARs
430 New Financing
33 GSMC Interim Loan 213 Refinancing of
Current Coupons
10 Zell Loan 155 GSMC Notes(1)
18 Cash @ RCPI 47 Accrued Interest(2)
- ----
$931 26 Transaction Costs(2)
19 Property/G&A
Expenses(2)
10 Zell Loan
----
$814
127 Working Capital
----
$931
- ------------
(1) Assumes GSMC lends $33 million to RCPI in lieu of sale of Zell stock.
(2) See attachment 1.
Attachment 1
Accrued Expenses and Transaction Costs
Sept. - Dec. 1995
($ millions)
Accrued Interest:
Current Coupon Interest $(27.7)
GSMC Interest (3.7)
14% Debenture Interest (5.3)
Net Swap Expense (10.0)
------
$(46.7)
Transaction Costs:
Zell Break-up Fee/Expenses $(11.6)
Transaction/Refinancing Costs (14.3)
------
$(25.9)
Property/G&A Expenses:
G&A $( 3.5)
Property Accounts Payable (15.0)
------
$(18.5)
Total Accrued Expenses and
Transaction Costs $(91.1)
EXHIBIT 4
October 6, 1995
Tishman Speyer Properties, L.P.
520 Madison Avenue
New York, NY 10022
David Rockefeller
Room 5600
30 Rockefeller Plaza
New York, NY 10020
Reference is made to the Letter Agreement, dated as of October 1,
1995, among Whitehall Street Real Estate Limited Partnership V, Goldman,
Sachs & Co., Goldman Sachs Mortgage Company, Tishman Speyer Properties,
L.P. and David Rockefeller (the "Investor Group Letter") relating to their
proposal to acquire Rockefeller Center Properties, Inc. Capitalized terms
used herein but not otherwise defined herein shall have the meanings
ascribed thereto in the Investor Group Letter.
The parties hereto hereby agree as follows:
1. The Proposal, dated October 1, 1995, shall remain open until 11:59
P.M. (New York City time) on Monday, October 9, 1995 (subject to the terms
and conditions contained in the Proposal).
2. The Investor Group Letter shall be amended by deleting from
paragraph 1 thereof the words "; provided that if prior to October 6, 1995
Rockefeller shall not have arranged an investor group reasonably
satisfactory to the Whitehall Investors to fund a portion of his
commitment, then he may terminate his commitment hereunder."
This letter may be executed in one or more counterparts, each of which
shall be an original and all of which, when taken together, shall
constitute one and the same instrument.
If the foregoing correctly sets forth the agreement reached among the
parties hereto with respect to the subject matter hereof, kindly execute
this letter in the space provided below, at which time this letter shall
serve as a binding and enforceable agreement among the parties hereto.
Very truly yours,
WHITEHALL STREET REAL
ESTATE LIMITED PARTNERSHIP V
GOLDMAN, SACHS & CO.
GOLDMAN SACHS MORTGAGE
COMPANY
By: /s/ Daniel M. Neidich
------------------------
Name: Daniel M. Neidich
Title: Partner
ACCEPTED AND AGREED TO:
TISHMAN SPEYER PROPERTIES, L.P.
By: Tishman Speyer Properties, Inc.
its general partner
By: /s/ Jerry I. Speyer
------------------------
Name: Jerry I. Speyer
Title: President
/s/ David Rockefeller *
-----------------------------
David Rockefeller
*By: /s/ Peter W. Herman
--------------------------------
Peter W. Herman
Attorney-in-Fact
EXHIBIT 5
October 11, 1995
Tishman Speyer Properties, L.P.
David Rockefeller
Exor Group S.A.
Troutlet Investments Corporation
Reference is made to the Letter Agreements, dated October 1, 1995, as
amended by the Letter Agreement, dated October 6, 1995, among Whitehall
Street Real Estate Limited Partnership V, Goldman, Sachs & Co., Goldman
Sachs Mortgage Company, Tishman Speyer Properties, L.P. and David
Rockefeller (collectively, the "Investor Group Letter") relating to their
proposal to acquire Rockefeller Center Properties, Inc. Capitalized terms
used herein but not otherwise defined herein shall have the meanings
ascribed thereto in the Investor Group Letter.
The parties hereto hereby agree as follows:
1. The Proposal, dated October 1, 1995, shall remain open until the
close of business on Monday, October 16, 1995 (subject to the terms and
conditions contained in the Proposal).
2. The Investor Group Letter shall be amended by amending and
restating the first paragraph of the Transaction Structure set forth in
Annex 2 of the Investor Group Letter to read as follows:
Initial Investors
-----------------
GS/Whitehall: $220 million (50%)
David Rockefeller: $ 20 million (approx. 5%)
Tishman Speyer: $ 20 million (approx. 5%)
Exor Group S.A. $ 90 million (approx. 20%)
Troutlet Investments Corporation $ 90 million (approx. 20%)
3. By executing this letter each of Exor Group S.A. (a Luxembourg
investment holding company, part of the Agnelli Group) and Troutlet
Investments Corporation (a British Virgin Islands private company, a
Niarchos investment company) shall become a party to the Investor Group
Letter, as amended hereby, as if it were a signatory thereto and agree to
participate in the Proposal on the terms and subject to the conditions set
forth therein and in the Investor Group Letter, as amended hereby.
This letter may be executed in one or more counterparts, each of which
shall be an original and all of which, when taken together, shall
constitute one and the same instrument.
If the foregoing correctly sets forth the agreement reached among the
parties hereto with respect to the subject matter hereof, kindly execute
this letter in the space provided below, at which time this letter shall
serve as a binding and enforceable agreement among the parties hereto.
Very truly yours,
WHITEHALL STREET REAL
ESTATE LIMITED PARTNERSHIP V
GOLDMAN, SACHS & CO.
GOLDMAN SACHS MORTGAGE
COMPANY
By: /s/ Daniel M. Neidich
------------------------
Name: Daniel M. Neidich
Title: Partner
ACCEPTED AND AGREED TO:
TISHMAN SPEYER PROPERTIES, L.P.
By: Tishman Speyer Properties, Inc.
its general partner
By: /s/ Jerry I. Speyer
----------------------
Name: Jerry I. Speyer
Title: President
/s/ David Rockefeller *
----------------------------
David Rockefeller
*By /s/ Peter W. Herman
--------------------------------
Peter W. Herman
Attorney-in-Fact
By: /s/ Ernest Rubenstein
--------------------------------
Ernest Rubenstein
Attorney-in-Fact
TROUTLET INVESTMENTS CORPORATION
By: /s/ Andreas C. Dracopoulos
--------------------------------
Andreas C. Dracopoulos
Attorney-in-Fact
EXHIBIT 6
October 9, 1995
Board of Directors
Rockefeller Center Properties, Inc.
1220 Avenue of the Americas, Suite 2410
New York, NY 10020
Attention: Dr. Peter D. Linneman
Chairman
Gentlemen:
As you know, our October 1, 1995 proposal to acquire all of the
outstanding shares of Rockefeller Center Properties, Inc. ("RCPI") for $7.75
per share, is conditioned upon RCPI having only certain specified net
liabilities at closing, including those to be assumed in connection with the
Chapter 11 Plan for Rockefeller Center Properties (the "Plan").
You have now advised us that there are an additional $14
million in net liabilities at RCPI plus additional uncertain, substantial and
open-ended liabilities that are the subject of negotiations among the Chapter
11 debtors, Rockefeller Group, Inc. and RCPI in connection with the Plan.
Under our proposal, this would require a downward price adjustment.
We understand that your Board will not be meeting until Monday,
October 16 to consider our proposal. Accordingly, we are hereby extending our
proposal until the close of business on Monday, October 16, 1995 (subject to
the terms and conditions contained therein). If we are to reach an agreement
on an acceptable price based on the new information concerning potential
liabilities, we need to meet with you and your principals promptly in the hope
that we will be able to conclude our negotiations by the time of your Board
meeting. We will be contacting you shortly to arrange for an appropriate time
to meet.
Sincerely,
/s/ Daniel M. Neidich
----------------------------------------
Daniel M. Neidich
(on behalf of Goldman, Sachs & Co.,
Goldman Sachs Mortgage Company and
Whitehall Street Real Estate Limited
Partnership V)
/s/ David Augarten
----------------------------------------
David Augarten
(on behalf of Tishman Speyer
Properties, L.P.)
/s/ David Rockefeller
----------------------------------------
David Rockefeller*
*By: /s/ Peter W. Herman
----------------------------------------
Peter W. Herman
Attorney-in-Fact
EXHIBIT 7
JOINT REPORTING AGREEMENT
In consideration of the mutual covenants herein and contained
in accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934, as
amended, each of the parties hereto represents to and agrees with the other
parties as follows:
1. Such party is eligible to file a statement on Schedule
13D pertaining to the common stock, with par value of $0.01 per share, of
Rockefeller Center Properties, Inc., to which this agreement is an exhibit,
for the filing of the information contained therein.
2. Such party is responsible for timely filing of such
statement and any amendments thereto, and for the completeness and accuracy of
the information concerning such party contained therein; provided that no such
party is responsible for the completeness or accuracy of the information
concerning the other parties making the filing, unless such party knows or has
reason to believe that such information is inaccurate.
3. Such party agrees that such statement is filed by and on
behalf of each such party and that any amendment thereto will be filed on
behalf of each such party.
This agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement.
Dated: October 18, 1995
Tishman Speyer Properties, L.P.
By: Tishman Speyer Properties, Inc.,
General Partner
By: /s/ Jerry I. Speyer
-------------------------------
Jerry I. Speyer, President
Rockprop, L.L.C.
By: Tishman Speyer Crown Equities
Its: Managing Member
By: Tishman Speyer Associates
Limited Partnership,
General Partner
By: /s/ Jerry I. Speyer
-------------------------
Jerry I. Speyer/
Robert V. Tishman,
General Partner
By: TSE Limited Partnership,
General Partner
By: /s/ Charles H. Goodman
-------------------------
Charles H. Goodman,
General Partner
David Rockefeller
By: /s/ Peter W. Herman
-------------------------------
Peter W. Herman
Attorney-in-Fact
Troutlet Investments Corporation
By: /s/ Squire N. Bozorth
-------------------------------
Squire N. Bozorth
Attorney-in-Fact
EXOR GROUP Societe Anonyme
By: /s/ Ernest Rubenstein
-------------------------------
Ernest Rubenstein
Attorney-in-Fact
Istituto Finanziario Industriale
S.p.A.
By: /s/ Ernest Rubenstein
-------------------------------
Ernest Rubenstein
Attorney-in-Fact
Giovanni Agnelli & C. S.a.a.
By: /s/ Ernest Rubenstein
-------------------------------
Ernest Rubenstein
Attorney-in-Fact
/s/ Ernest Rubenstein
-------------------------------
Giovanni Agnelli, by
Ernest Rubenstein,
Attorney-in-Fact
/s/ Ernest Rubenstein
-------------------------------
Umberto Agnelli, by
Ernest Rubenstein,
Attorney-in-Fact
/s/ Ernest Rubenstein
-------------------------------
Gianluigi Gabetti, by
Ernest Rubenstein,
Attorney-in-Fact
/s/ Ernest Rubenstein
-------------------------------
Cesare Romiti, by
Ernest Rubenstein,
Attorney-in-Fact
EXHIBIT 8
POWER OF ATTORNEY
The undersigned, EXOR GROUP S.A., a corporation organized under the
laws of Luxembourg (the "Corporation"), by its representatives thereto duly
authorized, hereby constitutes and appoints Ernest Rubenstein, Peter J.
Rothenberg and Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton &
Garrison, New York, New York, and each of them, severally, with full power
of substitution, the Corporation's true and lawful attorneys-in-fact and
agents, in any and all capacities, with full power and authority to act in
its name and place on its behalf with respect to all matters relating to or
in connection with the acquisition and ownership by the Corporation or its
affiliates of a direct or indirect interest in ROCKEFELLER CENTER
PROPERTIES, INC., a Delaware corporation ("RCPI"), or in any assets or
properties now owned or hereafter acquired by RCPI, or in any entity
(incorporated or unincorporated) that now owns or hereafter may acquire any
direct or indirect interest in RCPI or any of RCPI's said assets or
properties, and to take all actions and execute and deliver all instruments
and documents incidental or ancillary thereto, including, but not limited
to, the certificates, notices and agreements to be executed and delivered
in connection therewith and the Schedule 13D and any amendments thereto to
be filed with the United States Securities and Exchange Commission, and to
file any such other reports, documents and certificates with any agencies
and instrumentalities and other persons with which such other reports,
documents or certificates are required to be filed or delivered, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as it might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or other substitutes, may lawfully do or
cause to be done.
EXOR GROUP S.A.
/s/ Gianluigi Gabetti
------------------------------
Print Name: Gianluigi Gabetti
Title: Vice Chairman
Date: October 11, 1995
EXHIBIT 9
POWER OF ATTORNEY
The undersigned, ISTITUTO FINANZIARIO INDUSTRIALE S.p.A, a corporation
organized under the laws of Italy (the "Corporation"), by its
representatives thereto duly authorized, hereby constitutes and appoints
Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul,
Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them,
severally, with full power of substitution, the Corporation's true and
lawful attorneys-in-fact and agents, in any and all capacities, with full
power and authority to act in its name and place on its behalf with respect
to all matters relating to or in connection with the acquisition and
ownership by EXOR GROUP S.A. or its affiliates of a direct or indirect
interest in ROCKEFELLER CENTER PROPERTIES, INC., a Delaware corporation
("RCPI"), or in any assets or properties now owned or hereafter acquired by
RCPI, or in any entity (incorporated or unincorporated) that now owns or
hereafter may acquire any direct or indirect interest in RCPI or any of
RCPI's said assets or properties, and to take all actions and execute and
deliver all instruments and documents incidental or ancillary thereto,
including, but not limited to, the certificates, notices and agreements to
be executed and delivered in connection therewith and the Schedule 13D and
any amendments thereto to be filed with the United States Securities and
Exchange Commission, and to file any such other reports, documents and
certificates with any agencies and instrumentalities and other persons with
which such other reports, documents or certificates are required to be
filed or delivered, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
other substitutes, may lawfully do or cause to be done.
ISTITUTO FINANZIARIO INDUSTRIALE S.p.A.
/s/ Giovanni Agnelli
------------------------------
Print Name: Giovanni Agnelli
Title: Chairman
Date: October 11, 1995
EXHIBIT 10
POWER OF ATTORNEY
The undersigned, GIOVANNI AGNELLI e C. S.a.a., a limited partnership
represented by shares organized under the laws of Italy, by its
representatives thereto duly authorized, hereby constitutes and appoints
Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul,
Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them,
severally, with full power of substitution, its true and lawful
attorneys-in-fact and agents, in any and all capacities, with full power and
authority to act in its name and place on its behalf with respect to all
matters relating to or in connection with the acquisition and ownership by
EXOR GROUP S.A. or its affiliates of a direct or indirect interest in
ROCKEFELLER CENTER PROPERTIES, INC., a Delaware corporation ("RCPI"), or in
any assets or properties now owned or hereafter acquired by RCPI, or in any
entity (incorporated or unincorporated) that now owns or hereafter may
acquire any direct or indirect interest in RCPI or any of RCPI's said
assets or properties, and to take all actions and execute and deliver all
instruments and documents incidental or ancillary thereto, including, but
not limited to, the certificates, notices and agreements to be executed and
delivered in connection therewith and the Schedule 13D and any amendments
thereto to be filed with the United States Securities and Exchange
Commission, and to file any such other reports, documents and certificates
with any agencies and instrumentalities and other persons with which such
other reports, documents or certificates are required to be filed or
delivered, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as it might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or other substitutes, may
lawfully do or cause to be done.
GIOVANNI AGNELLI e C. S.a.a.
/s/ Giovanni Agnelli
------------------------------
Print Name: Giovanni Agnelli
Title: General Partner and Chairman
Date: October 11, 1995
EXHIBIT 11
POWER OF ATTORNEY
The undersigned, GIOVANNI AGNELLI in his capacity as Accamandatario
(i.e., General Partner) of Giovanni Agnelli & C. S.a.a., hereby
constitutes and appoints Ernest Rubenstein, Peter J. Rothenberg and
Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York,
New York, and each of them, severally, with full power of substitution, his
true and lawful attorneys-in-fact and agents, in any and all capacities,
with full power and authority to act in his name and place on his behalf
with respect to all matters relating to or in connection with the
acquisition and ownership by EXOR GROUP S.A. or its affiliates of a direct
or indirect interest in ROCKEFELLER CENTER PROPERTIES, INC., a Delaware
corporation ("RCPI"), or in any assets or properties now owned or hereafter
acquired by RCPI, or in any entity (incorporated or unincorporated) that
now owns or hereafter may acquire any direct or indirect interest in RCPI
or any of RCPI's said assets or properties, and to take all actions and
execute and deliver all instruments and documents incidental or ancillary
thereto, including, but not limited to, the certificates, notices and
agreements to be executed and delivered in connection therewith and the
Schedule 13D and any amendments thereto to be filed with the United States
Securities and Exchange Commission, and to file any such other reports,
documents and certificates with any agencies and instrumentalities and
other persons with which such other reports, documents or certificates are
required to be filed or delivered, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
other substitutes, may lawfully do or cause to be done.
/s/ Giovanni Agnelli
-------------------------------
Giovanni Agnelli
Date: October 11, 1995
EXHIBIT 12
POWER OF ATTORNEY
The undersigned, UMBERTO AGNELLI, in his capacity as Accamandatario
(i.e., General Partner) of Giovanni Agnelli & C. S.a.a., hereby
constitutes and appoints Ernest Rubenstein, Peter J. Rothenberg and
Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York,
New York, and each of them, severally, with full power of substitution, his
true and lawful attorneys-in-fact and agents, in any and all capacities,
with full power and authority to act in his name and place on his behalf
with respect to all matters relating to or in connection with the
acquisition and ownership by EXOR GROUP S.A. or its affiliates of a direct
or indirect interest in ROCKEFELLER CENTER PROPERTIES, INC., a Delaware
corporation ("RCPI"), or in any assets or properties now owned or hereafter
acquired by RCPI, or in any entity (incorporated or unincorporated) that
now owns or hereafter may acquire any direct or indirect interest in RCPI
or any of RCPI's said assets or properties, and to take all actions and
execute and deliver all instruments and documents incidental or ancillary
thereto, including, but not limited to, the certificates, notices and
agreements to be executed and delivered in connection therewith and the
Schedule 13D and any amendments thereto to be filed with the United States
Securities and Exchange Commission, and to file any such other reports,
documents and certificates with any agencies and instrumentalities and
other persons with which such other reports, documents or certificates are
required to be filed or delivered, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
other substitutes, may lawfully do or cause to be done.
/s/ Umberto Agnelli
-----------------------
Umberto Agnelli
Date: October 11, 1995
EXHIBIT 13
POWER OF ATTORNEY
The undersigned, GIANLUIGI GABETTI, in his capacity as Accamandatario
(i.e., General Partner) of Giovanni Agnelli & C. S.a.a., hereby
constitutes and appoints Ernest Rubenstein, Peter J. Rothenberg and
Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York,
New York, and each of them, severally, with full power of substitution, his
true and lawful attorneys-in-fact and agents, in any and all capacities,
with full power and authority to act in his name and place on his behalf
with respect to all matters relating to or in connection with the
acquisition and ownership by EXOR GROUP S.A. or its affiliates of a direct
or indirect interest in ROCKEFELLER CENTER PROPERTIES, INC., a Delaware
corporation ("RCPI"), or in any assets or properties now owned or hereafter
acquired by RCPI, or in any entity (incorporated or unincorporated) that
now owns or hereafter may acquire any direct or indirect interest in RCPI
or any of RCPI's said assets or properties, and to take all actions and
execute and deliver all instruments and documents incidental or ancillary
thereto, including, but not limited to, the certificates, notices and
agreements to be executed and delivered in connection therewith and the
Schedule 13D and any amendments thereto to be filed with the United States
Securities and Exchange Commission, and to file any such other reports,
documents and certificates with any agencies and instrumentalities and
other persons with which such other reports, documents or certificates are
required to be filed or delivered, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
other substitutes, may lawfully do or cause to be done.
/s/ Gianluigi Gabetti
----------------------
Gianluigi Gabetti
Date: October , 1995
EXHIBIT 14
POWER OF ATTORNEY
The undersigned, CESARE ROMITA, in his capacity as Accamandatario
(i.e., General Partner) of Giovanni Agnelli & C. S.a.a., hereby
constitutes and appoints Ernest Rubenstein, Peter J. Rothenberg and
Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York,
New York, and each of them, severally, with full power of substitution, his
true and lawful attorneys-in-fact and agents, in any and all capacities,
with full power and authority to act in his name and place on his behalf
with respect to all matters relating to or in connection with the
acquisition and ownership by EXOR GROUP S.A. or its affiliates of a direct
or indirect interest in ROCKEFELLER CENTER PROPERTIES, INC., a Delaware
corporation ("RCPI"), or in any assets or properties now owned or hereafter
acquired by RCPI, or in any entity (incorporated or unincorporated) that
now owns or hereafter may acquire any direct or indirect interest in RCPI
or any of RCPI's said assets or properties, and to take all actions and
execute and deliver all instruments and documents incidental or ancillary
thereto, including, but not limited to, the certificates, notices and
agreements to be executed and delivered in connection therewith and the
Schedule 13D and any amendments thereto to be filed with the United States
Securities and Exchange Commission, and to file any such other reports,
documents and certificates with any agencies and instrumentalities and
other persons with which such other reports, documents or certificates are
required to be filed or delivered, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
other substitutes, may lawfully do or cause to be done.
/s/ Cesare Romiti
----------------------
Cesare Romiti
Date: October 11, 1995
EXHIBIT 15
LIMITED POWER OF ATTORNEY
BY THESE PRESENTS, the undersigned does hereby constitute and appoint,
PETER W. HERMAN and RICHARD E. SALOMON, or each or either of them, as my
true and lawful attorneys, for me, in my name, place and stead, to execute,
acknowledge and deliver (1) a merger proposal to Rockefeller Center
Properties, Inc. ("RCPI") or any amendments or supplements thereto on
behalf of a group consisting of the undersigned, Goldman, Sachs & Co. and
Tishman Speyer Properties, L.P. and any affiliates thereof and any other
investors which may become a part of such group (the "Investor Group"), (2)
any memoranda of understandings among the members of the Investor Group or
other agreements or documents organizing the members of the Investor Group
as a corporation, partnership, limited liability company, real estate
investment trust or any business entity, (3) any agreements, instruments or
documents necessary or desirable in order to give effect to a merger
between the Investor Group or any entity formed by the Investor Group and
RCPI and any transactions in connection therewith and, in addition, without
in any way limiting the foregoing, generally to do, execute and perform any
other act, deed, matter or thing whatsoever, that ought to be done,
executed and performd, of that, in the opinion of any of my said attorneys
ought to be done, executed or performed in respect of the foregoing as
fully effectual as I could do if personally present.
And I do herewith ratify and confirm all whatosoever that any of my
said attorneys or their subsitutes, has done, shall do, or shall cause to
be done, in respect of the foregoing, by virtue of this power of attorney.
This instrument may not be changed orally and may be revoked only by
an instrument in writing executed by the undersigned and delivered to the
above-named attorneys-in-fact.
IN WITNESS WHEREOF, I have hereunto set my hand and seal as of the 1st
Day of October, 1995.
/s/ David Rockefeller
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 1st Day of October, 1995, before me personally came David
Rockefeller, to me known to be the individual described in and who executed
the following instrument, and acknowledged that he executed the same.
/s/ Alice S. Victor
-----------------------------------
Alice S. Victor
Notary Public, State of New York
No. 31-4809394
Qualified in New York County
Commission Expires January 31, 1997
EXHIBIT 16
LIMITED POWER OF ATTORNEY
BY THESE PRESENTS, TROUTLET INVESTMENTS CORPORATION, a British Virgin
Island private company (the "Company"), does hereby constitute and appoint
SQUIRE N. BOZORTH as the Company's true and lawful attorney, for the
Company, in the Company's name, place and stead, to execute, acknowledge
and deliver (i) a merger proposal to Rockefeller Center Properties, Inc.
("RCPI") or any amendments or supplements thereto on behalf of a group
consisting of Whitehall Street Real Estate Limited Partnership V, Goldman
Sachs & Co., Goldman Sachs Mortgage Company, Tishman Speyer Properties,
L.P., Exor Group S.A., David Rockefeller and this Company (the "Investor
Group"), (2) any memoranda of understandings among the members of the
Investor Group or other agreements or documents organizing the members of
the Investor Group as a corporation, partnership, limited liability
company, real estate investment trust or any other business entity, (3) any
agreements, instruments or documents necessary or desirable in order to
give effect to a merger between the Investor Group or any entity formed by
the Investor Group and RCPI and any transactions in connection therewith
and, in addition without in any way limiting the foregoing, generally to
do, execute and perform any other act, deed, matter or thing whatsoever,
that ought to be done, executed and performed, or that, in the opinion of
the Company's said attorney ought to be done, executed or performed in
respect of the foregoing as fully effectual as the Company could do if
personally present.
And the Company does hereby ratify and confirm all whatsoever that the
Company's said attorneys or his substitutes, has done, shall do, or shall
cause to be done, in respect of the foregoing, by virtue of this power of
attorney.
This instrument may not be changed orally and may be revoked only by
an instrument in writing executed by the undersigned and delivered to the
above-named attorney-in-fact.
IN WITNESS WHEREOF, we have hereunto set our hands and seal as of the
16th day of October, 1995.
TROUTLET INVESTMENTS CORPORATION
By: /s/ Donald M. Harrison
-----------------------------
Donald M. Harrison
President
By: /s/ Alois Jurt
-----------------------------
Alois Jurt
Vice-President
(notary seal)
