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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
Commission File Number 1-8971
NOTIFICATION OF LATE FILING
(CHECK ONE) / / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q
/ / Form N-SAR
For Period Ended: September 30, 1995
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended: ____________________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Rockefeller Center Properties, Inc.
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Full Name of Registrant
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Former Name if Applicable
1270 Avenue of the Americas
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Address of Principal Executive Office (STREET AND NUMBER)
New York, NY 10020
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
/X/ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/X/ (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K, Form N-SAR, or portion thereof, will be filed
on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q, N-
SAR, or the transition report or portion thereof, could not be filed within the
prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
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On November 7, 1995 the Company executed and delivered an Agreement and
Plan of Merger dated as of November 7, 1995 (the "Merger Agreement") with a
group of investors (the "Investor Group") including Exor Group S.A., David
Rockefeller, Rockprop L.L.C., Troutlet Investments Corporation and Whitehall
Street Real Estate Limited Partnership V pursuant to which, subject to
satisfaction of the conditions specified in the Merger Agreement, a corporation
formed by the Investor Group would merge with the Company. The Company needs
additional time to assess and quantify the effect and to determine the
appropriate disclosure with respect to the carrying value of the mortgage loan
to be made in the Company's Form 10-Q based on the transactions contemplated by
the Merger Agreement.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Janet P. King (212) 698-1440
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed? If the answer is no,
identify report(s). /X/ Yes / / No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/X/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made. Refer to Part III above.
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Rockefeller Center Properties, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date November 14, 1995 By /s/ Richard M. Scarlata
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Richard M. Scarlata
President and Chief Executive Officer
(Principal Financial Officer and
Principal Accounting Officer)
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title
of the person signing the form shall be typed or printed beneath the signature.
If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (SEE 18 U.S.C. 1001).
