<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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 1, 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 [ ].
<PAGE>
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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 and Amendment No. 2 thereto dated September 19, 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:
As described in Item 4, on October 1, 1995, Whitehall, GS&Co
and Goldman Sachs Mortgage Company (collectively, the "Whitehall
Investors"), together with Tishman Speyer Properties, L.P. (together with
its designated affiliates, "Tishman Speyer") and David Rockefeller
(together with his designated affiliates, "Rockefeller"), submitted a
proposal to the Board of Directors of RCPI pursuant to which an entity (the
"Acquiror") to be formed and capitalized by the Whitehall Investors,
Tishman Speyer and Rockefeller 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
a result, the Reporting Persons, together with Tishman Speyer and
Rockefeller may be deemed to constitute a "group" within the meaning of
Section 13(d) of the Securities Exchange Act of 1934.* Pursuant to Rule
13(d)-1(f)(2), the Reporting Persons are filing individually.
___________________
* Neither the present filing nor anything contained herein shall be
construed as an admission that the Reporting Persons together with
Tishman Speyer and Rockefeller 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 and Rockefeller 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.
<PAGE>
<PAGE> 3
To the knowledge of the Reporting Persons, the business address
of Tishman Speyer is 520 Madison Avenue, New York, New York 10022, and the
business address of Rockefeller is Room 3600, 30 Rockefeller Plaza, New
York, New York 10112.
Tishman Speyer engages in the business of investing in debt and
equity interests in, and in managing, real estate assets and businesses.
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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding the
following paragraphs at the end thereof:
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 and SARs 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 have
further agreed that if on or prior to October 6, 1995 Rockefeller has not
arranged an investor group reasonably satisfactory to the Whitehall
Investors to fund a portion of Rockefeller's investment commitment,
then Rockefeller may terminate his participation in the Merger Proposal.
In the event of such a termination, the Whitehall Investors and Tishman
Speyer have agreed that (i) the Whitehall Investors (including any addi-
tional investors they may select) and Tishman Speyer will invest
$420 million and $20 million, respectively, to capitalize the Acquiror
and (ii) the Whitehall Investors may in their sole discretion modify the
capitalization of the Acquiror (provided that any such modification may
not disproportionately adversely affect Tishman Speyer relative to the
Whitehall Investors) and in such event Tishman Speyer may terminate its
commitment to participate in the Merger Proposal. Copies of the letter
agreements, dated October 1, 1995 and effective October 2, 1995, among
the Whitehall Investors, Tishman Speyer and Rockefeller relating to their
participation in the Acquiror are attached hereto as Exhibits 11 and 12
and are incorporated herein by reference.
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<PAGE> 4
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.
To the knowledge of the Reporting Persons, the funds to be used
by Tishman Speyer to meet its funding commitments in connection with the
Merger Proposal are expected to come from capital contributions from the
partners in Tishman Speyer.
To the knowledge of the Reporting Persons, 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 and from other investors, who must be reasonably
satisfactory to the Whitehall Investors.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the
following paragraphs as new numbered paragraphs 8 and 9 immediately after
numbered paragraph 7 appearing therein:
8. On September 22, 1995, the Board of Directors of
RCPI advised the Whitehall Investors that the Board of
Directors had determined not to accept the recapitalization and
restructuring transaction involving RCPI that the Whitehall
Investors had proposed on September 11, 1995. In accordance
with its terms, the proposal expired upon that determination by
the Board of Directors of RCPI.
9. 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 the Company up
to an additional $33 million under the Loan Agreement. 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 the Whitehall Investors, Tishman Speyer and
Rockefeller, and the Common Stock would be delisted from the
New York Stock Exchange, Inc. and cease to be registered under
the Securities and Exchange Act of 1934, as amended. If the
Merger Proposal is effected, it is intended that in aggregate
of $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 between
RCPI and GSMC and RCPI's Current Coupon Convertible Debentures
due 2000. Whitehall would agree to subordinate the 14%
Debentures 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. A copy of each of the
letter containing the Merger Proposal (including Schedule A
thereto) and the letter
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<PAGE> 5
agreements, dated October 1, 1995 and effective October 2,
1995, among the Whitehall Investors, Tishman Speyer and
Rockefeller relating to their participation in the Acquiror are
attached hereto as Exhibits 10, 11 and 12 and are incorporated
herein by reference.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and (b) of the Schedule 13D are hereby amended by
inserting the following paragraph as a new numbered paragraph 7 immediately
after numbered paragraph 6 appearing therein:
7. To the knowledge of the Reporting Persons, neither
Tishman Speyer nor Rockefeller 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:
The Reporting Persons have been advised by advisors to
Tishman Speyer and Mr. Rockefeller that, on October 2, 1995,
(a) certain officers 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. To the knowledge of
the Reporting Persons, except as described in the preceding
sentence, neither Tishman Speyer nor Rockefeller 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:
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 Tishman Speyer or Rockefeller. As stated
in Items 5(a) and 5(b), to the knowledge of the Reporting
Persons, neither Tishman Speyer nor Rockefeller beneficially
owns any shares of Common Stock.
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<PAGE> 6
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities
of the Issuer.
Item 6 of the Schedule 13D is hereby amended by inserting the
following paragraph as a new lettered paragraph (f) immediately after
lettered paragraph (e) appearing therein:
(f) As described in Item 3 and Item 4, the Whitehall
Investors, Tishman Speyer and Rockefeller have agreed,
effective October 2, 1995, to participate in the Merger
Proposal in the manner described in such Items and in the
letter agreements attached hereto as Exhibits 11 and 12. Of
the $440 million equity contributions to be made by the
Whitehall Investors, Tishman Speyer and Rockefeller in
connection with the Merger Proposal, approximately $38 million
will be made by Whitehall in the form of all outstanding
Warrants and SARs held by Whitehall (which will be cancelled
in the merger under the Merger Proposal). In addition, the
Whitehall Investors, Tishman Speyer and Rockefeller 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 among the Whitehall Investors, Tishman Speyer
and Rockefeller, dated October 1, 1995 and effective October 2,
1995, are attached hereto as Exhibits 11 and 12 and are
incorporated herein by reference.
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<PAGE> 7
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
10 Letter, dated October 1, 1995, 9
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).
11 Letter agreement, dated October 16
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).
12 Letter agreement, dated October 37
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).
<PAGE>
<PAGE> 8
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 6, 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
<PAGE> 1
Exhibit 10
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
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<PAGE> 2
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) 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 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.
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<PAGE> 3
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. Neidich
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
<PAGE>
<PAGE> 1
Schedule A
<TABLE>
<CAPTION>
Company Liabilities estimated
as of December 31, 1995(1)
<S> <C>
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
<FN>
<F1>
(1) Assumes interest on obligations payable currently is paid.
<F2>
(2) Assumes GSMC lends $33.7 million under the terms of the GSMC Loan
Agreement.
<F3>
(3) Includes only professional fees to PaineWebber, Weil, Gotshal &
Manges, Shearman & Sterling, and expense liabilities payable to Goldman,
Sachs & Co. under its existing agreements.
</FN>
</TABLE>
<PAGE>
<PAGE> 1
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).
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
<PAGE>
<PAGE> 2
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 non-
disclosure, 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.
<PAGE>
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<TABLE>
<CAPTION>
DAMAGES ALLEGED
<C> <S> <C>
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*
3. George Albert Salmon and
Mary Redfern 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. 117397/94 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
<FN>
<F1>
*Plaintiff alleges at least $25,000, the full amount to be proved at trial.
</FN>
</TABLE>
<PAGE> 1
Exhibit 11
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
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.
<PAGE>
<PAGE> 2
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 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 thereby).
9. This letter shall be effective as of the opening of
business in New York City on October 2, 1995.
<PAGE>
<PAGE> 3
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:
Title:
ACCEPTED AND
AGREED TO:
TISHMAN SPEYER PROPERTIES, L.P.
By: Tishman Speyer Properties, Inc.
its general partner
By: /s/ Jerry I. Speyer
Name:
Title:
/s/ David Rockefeller
David Rockefeller
*By: /s/ Peter W. Herman
Peter W. Herman
Attorney-in-Fact
<PAGE>
<PAGE> 1
Annex 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
<PAGE>
<PAGE> 2
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) 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 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.
<PAGE>
<PAGE> 3
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
<PAGE>
<PAGE> 1
Schedule A
<TABLE>
<CAPTION>
Company Liabilities estimated
as of December 31, 1995(1)
<S> <C>
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
<FN>
<F1>
(1) Assumes interest on obligations payable currently is paid.
<F2>
(2) Assumes GSMC lends $33.7 million under the terms of the GSMC Loan
Agreement.
<F3>
(3) Includes only professional fees to PaineWebber, Weil, Gotshal &
Manges, Shearman & Sterling, and expense liabilities payable to Goldman,
Sachs & Co. under its existing agreements.
</FN>
</TABLE>
<PAGE>
<PAGE> 2
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).
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
<PAGE>
<PAGE> 1
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 non-
disclosure, 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.
<PAGE>
<PAGE> 2
<TABLE>
<CAPTION>
DAMAGES ALLEGED
<C> <S> <C>
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*
3. George Albert Salmon and
Mary Redfern 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. 117397/94 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
<FN>
<F1>
*Plaintiff alleges at least $25,000, the full amount to be proved at trial.
</FN>
</TABLE>
<PAGE>
<PAGE> 1
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(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
o See Exhibit A<PAGE>
<PAGE> 1
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:
<PAGE>
<PAGE> 2
(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);
<PAGE>
<PAGE> 3
(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).
Disposition of Property: No dispositions of all or any portion of the
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.
<PAGE>
<PAGE> 4
Restrictions on Transfer: No transfers of interest in the Company prior
to third 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 <PAGE>
<PAGE> 5
price no less than 95% of the
price offered to the Investors
and on other terms no more
favorable to such third party
then 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% of
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 Agreement: The Company and Tishman Speyer, as Managing
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
<PAGE>
<PAGE> 6
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 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.
<PAGE>
<PAGE>
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
o See Exhibit A<PAGE>
<PAGE> 1
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 No transfers by Tishman Speyer of its interest
Transfer of Tishman in the Company prior to fifth anniversary
Speyer Interests: 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
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
such 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.
<PAGE>
<PAGE> 2
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 Agreement: The Company and Tishman Speyer, as Managing
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 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.
<PAGE>
<PAGE> 3
Certain Put Rights; Upon any non-renewal by Whitehall of the
Tag Along/Drag Along Tishman Speyer Management Agreement on or prior
Rights: to the fifth anniversary, Tishman Speyer will
be entitled to "put" its 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 Funding If after the closing the Whitehall Investors
Rights: shall 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.
<PAGE> 1
Exhibit 12
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:
o Warrants and SARs valued at $4.00 each
o 14% debentures remain outstanding, but subordinate to new
financing
o GSMC Note is refinanced per existing agreement
o $75 million Whitehall Loan is intended to be called on
December 31, 2000 in accordance with its terms subject to
financial considerations at the time
<PAGE>
<PAGE> 2
If the foregoing correctly sets forth the agreement reached
among the parties hereto with respect to the subject matter hereof, kindly
execute this letter in the space provided below, at which time this letter
shall serve as a binding and enforceable agreement among the parties
hereto.
Very truly yours,
WHITEHALL STREET REAL
ESTATE LIMITED PARTNERSHIP V
GOLDMAN, SACHS & CO.
GOLDMAN SACHS MORTGAGE
COMPANY
By: /s/ Daniel M. Neidich
Name:
Title:
ACCEPTED AND
AGREED TO:
TISHMAN SPEYER PROPERTIES, L.P.
By: Tishman Speyer Properties, Inc.
its general partner
By: /s/ Jerry I. Speyer
Name:
Title:
/s/ David Rockefeller
David Rockefeller
*By:/s/ Peter W. Herman
Peter W. Herman
Attorney-in-Fact
<PAGE>
<PAGE>
Exhibit A
Sources and Uses of Funds
<TABLE>
<CAPTION>
Sources Uses
($ million) ($ million)
<C> <S> <C> <S>
$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
<FN>
<F1>
(1) Assumes GSMC lends $33 million to RCPI in lieu of sale of Zell stock.
Assumes contractual prepayment penalty @ 103%.
<F2>
(2) See attachment 1.
</FN>
</TABLE>
<PAGE>
<PAGE>
Attachment 1
Accrued Expenses and Transaction Costs
Sept. - Dec. 1995
($ millions)
<TABLE>
<CAPTION>
<S> <C>
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)
</TABLE>
