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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Rockefeller Center Properties, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
773102 10 8
(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 11, 1995
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
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Whitehall Street Real Estate Limited Partnership V
("Whitehall"), WH Advisors, L.P. V, WH Advisors, Inc. V, The Goldman Sachs
Group, L.P., and Goldman, Sachs & Co. ("GS&Co") (collectively, the
"Reporting Persons") hereby amend the report on Schedule 13D, dated
January 3, 1995, as amended by Amendment No. 1 thereto dated September 12,
1995, Amendment No. 2 thereto dated September 19, 1995, Amendment No. 3
thereto dated October 6, 1995, Amendment No. 4 thereto dated October 6,
1995 and Amendment No. 5 thereto dated October 10, 1995 (the "Schedule
13D"), filed by the Reporting Persons in respect of the Common Stock of
Rockefeller Center Properties, Inc., a Delaware corporation ("RCPI"), as
set forth in this Amendment. Capitalized terms used but not defined herein
shall have the meanings given such terms in the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by adding the
following paragraphs at the end thereof:
Exor Group S.A. (together with its designated affiliates,
"Exor") is a Luxembourg investment holding company, part of the Agnelli
Group. Troutlet Investments Corporation (together with its designated
affiliates, "Troutlet") is a British Virgin Islands private company, a
Niarchos investment company.
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 each of Exor and Troutlet. As a result, the
Reporting Persons, together with Tishman Speyer, Rockefeller, Exor and
Troutlet may be deemed to constitute a "group" within the meaning of
Section 13(d) of the Securities Exchange Act of 1934.*
* Neither the present filing nor anything contained
herein shall be construed as an admission that the
Reporting Persons together with Tishman Speyer,
Rockefeller, Exor and Troutlet constitute a "person" or
"group" for any purpose. Neither the present filing
nor anything contained herein shall be construed as an
admission that the Whitehall Investors together with
Tishman Speyer, Rockefeller, Exor and Troutlet
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.
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Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding the
following paragraph at the end thereof:
On October 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 each of Exor and Troutlet. A copy of the letter agreement
among the Whitehall Investors, Tishman Speyer, Rockefeller, Exor and
Troutlet relating to their participation in the Acquiror is attached hereto
as Exhibit 14 and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and 5(b) of the Schedule 13D are hereby amended by
inserting the following paragraph as a new numbered paragraph 8 immediately
after numbered paragraph 7 appearing therein:
8. To the knowledge of the Reporting Persons, neither Exor
nor Troutlet beneficially owns any shares of Common Stock.
Item 5(c) of the Schedule 13D is hereby amended by inserting
the following paragraph at the end thereof:
To the knowledge of the Reporting Persons, neither Exor
nor Troutlet has been party to any transaction in the Common
Stock during the sixty-day period ending on the date of this
amendment.
Item 5(d) of the Schedule 13D is hereby amended by inserting
the following paragraph at the end thereof:
As stated in Items 5(a) and 5(b), to the knowledge of the
Reporting Persons, neither Exor nor Troutlet beneficially owns
any shares of Common Stock.
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Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the
following immediately at the end thereof:
Exhibit No. Exhibit Page
14 Letter Agreement, dated October 6
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.
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SIGNATURE
After reasonable inquiry and to our best knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: October 12, 1995
WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP V
By: WH Advisors, L.P. V, General
Partner
By: WH Advisors, Inc. V,
General Partner
By: /s/ Ralph Rosenberg
_____________________
Name: Ralph Rosenberg
Title: Vice President
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Exhibit 14
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%)
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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 Neidich
Name: Daniel Neidich
Title:
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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:
/s/ David Rockefeller*
David Rockefeller
*By: /s/ Peter W. Herman
Peter W. Herman
Attorney-in-Fact
EXOR GROUP S.A.
By: /s/ Ernest Rubenstein
Ernest Rubenstein
Attorney-in-Fact
TROUTLET INVESTMENTS CORPORATION
By: /s/ Andreas C. Dracopoulos
Andreas C. Dracopoulos
Attorney-in-Fact
