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
(Title of Class of Securities)
773102108
(CUSIP Number)
Eric S. Robinson
c/o Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
(Name, address and telephone number of person authorized
to receive notices and communications)
August 16, 1995
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b) (3) or (4), check the following box:
Check the following box if a fee is being paid with this
statement: X
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gotham Partners, L.P. 13-3700768
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares 2,124,900*
Beneficially 8. Shared Voting Power
Owned by
Each Reporting 9. Sole Dispositive Power
Person With 2,124,900*
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,124,900* *Including Options See Item 5
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
5.55% See Item 5
14. Type of Reporting Person
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PN
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SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
ROCKEFELLER CENTER PROPERTIES, INC.
Item 1. Security and Issuer:
This statement on Schedule 13D (the "Statement") re-
lates to the Common Stock, $.01 par value ("Common Stock"), of
Rockefeller Center Properties, Inc., a Delaware Corporation
(the "Company"). The principal executive offices of the Com-
pany are located at 1270 Avenue of the Americas, New York, New
York 10020.
Item 2. Identity and Background:
This Statement is being filed by Gotham Partners,
L.P., a Delaware limited partnership ("Gotham" or the
"Reporting Entity"), which was formed to engage in the business
of buying and selling securities.
Section H Partners, a New York limited partnership
("Section H"), is the sole general partner of Gotham. Karenina
Corp., a Delaware corporation ("Karenina") and DPB Corp., a
Delaware corporation ("DPB") are the sole general partners of
Section H. Karenina is wholly owned by Mr. William A. Ackman.
DPB Corp. is wholly owned by Mr. David P. Berkowitz. Messrs.
Ackman and Berkowitz are citizens of the United States of Ame-
rica; their principal occupation is managing Gotham. The bus-
iness address of each of Gotham, Section H, Karenina, DPB and
Messrs. Ackman and Berkowitz is 237 Park Avenue, New York, New
York 10017.
During the last five years, none of Gotham, Section
H., Karenina, DPB, Mr. William A. Ackman or Mr. David P. Berk-
owitz, (i) has been convicted in a criminal proceeding (ex-
cluding traffic violations or similar misdemeanors), (ii) was
party to a civil proceeding of a judicial or administrative
body or of competent jurisdiction and as a result of such pro-
ceeding was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or
finding any violation or respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration:
The aggregate purchase price of the Common Stock and
options to purchase Common Stock ("Options," and collectively<PAGE>
with the Common Stock, the "Securities") was $8,337,033, all of
which was obtained from the general funds of Gotham. See Item
5 below.
Item 4. Purpose of the Transaction:
The Reporting Entity had acquired the Securities for
investment purposes.
On August 16, 1995, the Company announced that it had
entered into a letter of intent with Equity Office Holdings,
LLC, a group which includes Zell/Merrill Lynch Real Estate
Opportunity Partners, L.P. III and the Walt Disney Company (the
"Zell Group") with respect to a $250,000,000 investment in a
recapitalization and deleveraging of the Company that would
result in a new company owned in approximately equal
proportions by the Zell Group and current equity holders of the
Company. The Reporting Entity intends to explore alternative
transactions that may realize greater value for the current
shareholders of the Company, which may include an acquisition
of securities of the company, or a recapitalization, merger or other
extraordinary transaction involving the Company. The Reporting
Entity may participate with other investors in arranging and
executing such a transaction. In connection with the foregoing,
the Reporting Entity may engage in discussions with and may make
proposals to the management of the Company, other shareholders of the
Company, the owners of Rockefeller Center, institutional
providers of debt, equity capital, and others, subject to the
terms of the Letter Agreement (as defined below).
The Reporting Entity may also seek to assist the
Company in realizing the full value of its claims in connection
with the bankruptcy proceedings of Rockefeller Center
Properties and RCP Associates, the two partnerships which own
the landmark buildings known as Rockefeller Center.
On September 30, 1994, the Company entered into a
Letter Agreement with the Reporting Entity (the "Letter Agree-
ment") pursuant to which the Reporting Entity agreed to keep
confidential certain Proprietary Information (as defined in the
Letter Agreement) provided by the Company to the Reporting En-
tity. In addition, pursuant to the Letter Agreement, the Re-
porting Entity agreed, for a period of one year from the date
of the Letter Agreement, without the prior written consent of
the Company or its Board of Directors, to certain restrictions
with respect to, among other things, (a) acquiring voting se-
curities or assets of the Company or its subsidiaries (except
in a transaction or transactions not involving any potential
change of control of the Company), (b) participating in proxy
solicitations, (c) making public announcements with respect to
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tender offers or exchange offers or other extraordinary trans-
actions involving the Company or its securities or assets or
(d) participating in a "group" with respect to the foregoing.
The foregoing summary of certain terms of the Letter Agreement
is qualified in its entirety by reference to the Letter Agree-
ment, which is filed as Exhibit 1 hereto and is incorporated
herein by reference.
The Reporting Entity intends to review continuously
its investment in the Company and, on the basis of such review
and such market and other factors as it may deem relevant, may,
subject to the limitations contained in the Letter Agreement or
in the Company's Restated Certificate of Incorporation, which
imposes certain limits upon the percentage of the Company's
voting securities which may be owned by a single shareholder or
group of shareholders, acquire or sell Securities.
Except as described in this Schedule 13D, including this
Item 4, the Reporting Entity has no plans or proposals which relate
to or which would result in any events described in subsections (a)
through (j) of Item 4 of the General Instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer:
(a) The Reporting Entity owns 1,474,900 shares of Common
Stock and Options to purchase 650,000 shares of
Common Stock, representing an aggregate of
approximately 5.55% of the outstanding shares of
Common Stock (based on 38,260,704 shares outstanding
as of August 14, 1995, as reported in the Company's
Form 10-Q for the quarter ended June 30, 1995 and
assuming full exercise of the Options). See
Item 6. None of Section H, Karenina, DPB, Mr. Ackman
or Mr. Berkowitz beneficially owns any Securities
(other than the Securities beneficially owned by the
Reporting Entity).
(b) The Reporting Entity has sole power to vote and to
dispose of all of the Securities beneficially owned
by it.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Issuer:
The option agreements pursuant to which the Options
were purchased (the "Option Agreements") are attached hereto as
Exhibits 2-4, respectively. The Options are "European" call
options which are not exercisable prior to the exercise date
specified in the relevant Option Agreement. The foregoing
description of the Options as set forth in the Option
Agreements is qualified in its entirety by reference to the
Option Agreements, which are filed as Exhibits 2-4 hereto and
are incorporated herein by reference.
Except as set forth above with respect to the Options
and in Item 4 of this Schedule 13D with respect to the Letter
Agreement, neither the Reporting Entity nor any of Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz has any contract,
arrangement, understanding or relationship (legal or otherwise)
with any person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits:
Exhibit No. Exhibit
1 Letter Agreement, dated as of September 30,
1994 among the Company and Gotham.
2 Letter Agreement, dated April 18,
1995 between Gotham and Merrill Lynch
International Limited.
3 Letter Agreement, dated April 21,
1995 between Gotham and Merrill Lynch
International Limited.
4 Letter Agreement, dated April 24,
1995 between Gotham and Bankers
Trust Company.
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SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in
this statement is true, complete and correct.
GOTHAM PARTNERS, L.P.
By: Section H. Partners, L.P., its
general partner
By: Karenina Corp., a general
partner
By: /s/ William A. Ackman
Name: William A. Ackman
Title: President
Dated: August 17, 1995
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INDEX TO EXHIBITS
Exhibit No. Exhibit Page
1 Letter Agreement, dated as of September 30,
1994 among the Company and Gotham.
2 Letter Agreement, dated April 18,
1995 between Gotham and Merrill Lynch
International Limited.
3 Letter Agreement, dated April 21,
1995 between Gotham and Merrill Lynch
International Limited.
4 Letter Agreement, dated April 24,
1995 between Gotham and Bankers
Trust Company.
EXHIBIT 1<PAGE>
September 30, 1994
BY MESSENGER
Gotham Partners, L.P.
237 Park Avenue, 9th Fl.
New York, NY 10017
Attention: Mr. William A. Ackman
Gentlemen:
In order to allow you to evaluate a possible trans-
action (the "Proposed Transaction") involving Rockefeller Cen-
ter Properties, Inc. (the "Company"), we have delivered and
will deliver to you certain information about the properties
and operations of the Company. All information about the Com-
pany furnished by us or our Representatives (as defined below),
whether furnished before or after the date hereof, whether oral
or in writing, and regardless of the manner in which it is
furnished, is referred to in this letter agreement as "Propri-
etary Information". Proprietary Information does not include,
however, information which (a) is or becomes generally avail-
able to the public other than as a result of a disclosure by
you or your Representatives, (b) was available to you on a
nonconfidential basis prior to its disclosure by us or our
Representatives or (c) becomes available to you on a nonconfi-
dential basis from a person other than us or our Representa-
tives who, to your knowledge, is not otherwise bound by a con-
fidentiality agreement with us or any Representative of ours or
is otherwise not under a legal, contractual or fiduciary obli-
gation to us or any Representative of ours not to transmit the
information to you. As used in this letter agreement, the term
"Representative" means, as to any person, such person's af-
filiates and its and their directors, officers, employees,
agents, advisors (including, without limitation, financial ad-
visors, counsel and accountants), partners, financing sources
and controlling persons. As used in this letter agreement, the
term "person" shall be broadly interpreted to include, without
limitation, any corporation, company, partnership, other entity
or individual.
Subject to the immediately succeeding paragraph, un-
less otherwise agreed to in writing by us, you agree (a) except
as required by law or legal process, to keep all Proprietary
Information confidential and not to disclose or reveal any Pro-
prietary Information to any person other than your Representa-
tives who are participating in your evaluation of the Proposed<PAGE>
Transaction or who otherwise need to know the Proprietary In-
formation for the purpose of evaluating the Proposed Transac-
tion and who are requested by you to observe the terms of this
letter agreement, (b) not to use Proprietary Information for
any purpose other than in connection with your evaluation of
the Proposed Transaction or the consummation of the Proposed
Transaction and (c) except as required by law or legal process,
prior to the termination of your discussions with us regarding
the Proposed Transaction, not to disclose to any person (other
than those of your Representatives who are participating in
your evaluation of the Proposed Transaction or who otherwise
need to know for the purpose of evaluating the Proposed Trans-
action and, in the case of your Representatives, whom you re-
quest to observe the terms of this letter agreement) any in-
formation about the Proposed Transaction, or the terms or con-
ditions or any other facts relating thereto, including, without
limitation, the fact that discussions are taking place with
respect thereto or the status thereof, or the fact that Pro-
prietary Information has been made available to you or your
Representatives. You will be responsible for any breach of the
terms of this letter agreement by you.
In the event that you are requested pursuant to, or
required by, applicable law or regulation or by legal process
to disclose any Proprietary Information, you agree that you
will provide us with prompt notice of such request or require-
ment in order to enable us to seek an appropriate protective
order or other remedy, to consult with you with respect to our
taking steps to resist or narrow the scope of such request or
legal process, or to waive compliance, in whole or in part,
with the terms of this letter agreement. If in the absence of
a protective order or waiver you are required by applicable law
or regulation or legal process to disclose Proprietary Infor-
mation you may do so without liability hereunder provided you
use your reasonable efforts to ensure that all Proprietary In-
formation that is so disclosed will be accorded confidential
treatment. All out-of-pocket costs incurred by you and your
Representatives pursuant to this paragraph shall be borne by
the Company.
You also agree that for a period of one year from the
date of this letter agreement, you will not, without the prior
written consent of the Company or its Board of Directors:
1 acquire or agree to acquire, directly or indirectly,
by purchase or otherwise, any voting securities or
direct or indirect rights to acquire any voting se-
curities of the Company or any subsidiary thereof, or
any assets of the Company or any subsidiary or divi-
sion thereof (except in a transaction or transactions
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not involving any potential change of control of the
Company);
2 make, or in any way participate, directly or indi-
rectly, in any "solicitation" of "proxies" to vote
(as such terms are used in the rules of the Securi-
ties and Exchange Commission), or seek to advise or
influence any person or entity with respect to the
voting of any voting securities of the Company;
3 make any public announcements with respect to, or
announce a tender offer or exchange offer for, any
securities of the Company, or make any public an-
nouncements with respect to any offer of (with or
without conditions) any extraordinary transaction
involving the Company or any of its securities or
assets;
4 form, join or in any way participate in a "group" as
defined in Section 13(d)(3) of the Securities Ex-
change Act of 1934, as amended, in connection with
any of the foregoing.
If you determine that you do not wish to proceed with
the Proposed Transaction, you will promptly advise us of that
decision. In that case, or in the event that we, in our sole
discretion, so request or the Proposed Transaction is not con-
summated by you, you will, upon our request, at your election
either destroy or promptly deliver to us all Proprietary In-
formation, including all copies, reproductions, summaries, fi-
nancial analyses or extracts thereof or based thereon in your
possession or in the possession of any Representative of yours.
You acknowledge that none of the Company or any of
its Representatives and none of the respective officers, di-
rectors, employees, agents or controlling persons of any of the
Company's Representatives makes any express or implied repre-
sentation or warranty as to the accuracy or completeness of any
Proprietary Information, and you agree that none of such per-
sons shall have any liability to you or any of your Represen-
tatives relating to or arising from your or their use of any
Proprietary Information or for any errors therein or omissions
therefrom. You also agree that you are not entitled to rely on
the accuracy or completeness of any Proprietary Information and
that you shall be entitled to rely solely on such representa-
tions and warranties regarding Proprietary Information as may
be made to you in any final agreement, placement memoranda and/
or prospectus relating to the Proposed Transaction, subject in
the case of such an agreement, to the terms and conditions of
such agreement.
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You agree that until a final agreement regarding the
Proposed Transaction has been executed by you and us, neither
party nor any of their respective Representatives are under any
legal obligation or shall have any liability to the other party
of any nature whatsoever with respect to the Proposed Transac-
tion by virtue of this letter agreement or otherwise. You also
acknowledge and agree that (i) we and our Representatives may
conduct the process that may or may not result in the Proposed
Transaction in such manner as we, in our sole discretion, may
determine (including, without limitation, negotiating and en-
tering into a final agreement with respect to the Proposed
Transaction with any third party without notice to you) and
(ii) we reserve the right to change (in our sole discretion at
any time and without notice to you) the procedures relating to
our and your consideration of the Proposed Transaction (in-
cluding, without limitation, terminating all further discus-
sions with you and requesting that you return or destroy all
Proprietary Information to us).
Without prejudice to the rights and remedies other-
wise available to us, we shall be entitled to equitable relief
by way of injunction or otherwise if you or any of your Repre-
sentatives breach or threaten to breach any of the provisions
of this letter agreement.
It is further understood and agreed that no failure
or delay by us in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or fur-
ther exercise thereof or the exercise of any right, power or
privilege hereunder.
This Letter Agreement shall be governed by and con-
strued in accordance with the laws of the State of New York
applicable to contracts executed in and to be performed in that
state.
Any assignment of this letter agreement by you with-
out our prior written consent shall be void.
This letter agreement contains the entire agreement
between you and us concerning confidentiality of the Propri-
etary Information, and no modification of this letter agreement
or waiver of the terms and conditions hereof shall be binding
upon you or us, unless approved in writing by each of you and
us.
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Please confirm your agreement with the foregoing by
signing and returning to the undersigned the duplicate copy of
this letter enclosed herewith.
Rockefeller Center Properties, Inc.
By: /s/
Senior Vice President
Finance & Administration
Accepted and Agreed as of
the data first written above:
GOTHAM PARTNERS, L.P.
Section H Partners, L.P.,
a New York limited partner-
ship, as general partner
By: Karenina Corp., a
general partner
By: /s/ William A. Ackman
Name: William A. Ackman
Title: President
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EXHIBIT 2<PAGE>
Merrill Lynch, Pierce, Fenner &
Smith, Inc.
World Financial Center
New York, New York 10281-1305
Telephone: 212-449-8637
Fax: 212-449-6576
MERRILL LYNCH
Confirmation of OTC Single
Share Option Transaction Cash
Settlement
Transaction
Date: April 18, 1995 ML Reference No. 958260
To: Gotham Partners, L.P.
Attention: Bill Ackman
237 Park Avenue, Ninth Floor
New York, New York 10017
Telephone: 212-808-2497 Fax: 212-808-2455
From: Merrill Lynch International Limited
Telephone: 212-449-8637 Fax: 212-449-6576
Dear Sirs:
The purpose of this letter agreement (this "Confir-
mation") is to confirm the terms and conditions of the Trans-
action entered into between Gotham Partners, L.P. ("Gotham")
and MERRILL LYNCH INTERNATIONAL LIMITED ("MLIL"), through its
agent Merrill Lynch, Pierce, Fenner & Smith, Inc., with the
guarantee of Merrill Lynch & Co., Inc., on the Trade Date
specified below (the "Transaction").
THE FACSIMILE TRANSMISSION WILL BE THE ONLY WRITTEN
COMMUNICATION REGARDING THIS TRANSACTION EXCHANGED BETWEEN US,
UNLESS YOU REQUEST THAT WE SIGN HARD COPY VERSIONS OF THIS
CONFIRMATION. PLEASE CONTACT THE INDIVIDUAL INDICATED IN THE
LAST PARAGRAPH OF THIS LETTER TO RECEIVE SUCH COPIES.
PLEASE SIGN AND RETURN THIS CONFIRMATION AT YOUR
EARLIEST CONVENIENCE. GIVEN THE IMPORTANCE OF PROMPT AND AC-
CURATE TRADE CONFIRMATION, WE RESERVE THE RIGHT TO WITHHOLD ANY
PAYMENT DUE TO YOU IF YOU FAIL TO RETURN A SIGNED COPY OF THIS<PAGE>
LETTER BY THE FIRST PAYMENT DATE HEREUNDER. AMOUNTS SO WITH-
HELD WILL ACCRUE INTEREST BASED ON A DAILY USD-FED FUNDS-H.15
RATE, AND WILL BE PAID TO YOU UPON RECEIPT OF SUCH SIGNED COPY.
1. The terms of the Transaction to which this Confirmation
relates are as follows:
General Terms:
Trade Date: April 18, 1995
Effective Date: April 18, 1995
Option Style: European
Option Type: Call
Seller: MLIL
Buyer: Gotham
Shares: Rockefeller Center Proper-
ties (RCP)
Exchange: NYSE
Number of Options: 2,000
Share Entitlement: 100 Share(s) per Option
Options Must be Exercised
in Integral Multiples of: Inapplicable
Strike Price per Share: USD 5.00
Premium per Option: USD 1.66
Total Premium: USD 332,000.00
Premium Payment Date: April 25, 1995, or, if not a
Currency Business Day, the
next succeeding Currency
Business Day.
Calculation Agent: MLIL, whose determinations
and calculations shall be
binding in the absence of
manifest error.
Exchange Rate: Inapplicable
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Procedure for Exercise:
Exercise Period: Expiration Date
Expiration Date: April 19, 1996 or, if not a
Seller Business Day, the
next succeeding Seller
Business Day.
Exercise Date for an Option: The Seller Business Day
during the Exercise Period
on which that Option is or
is deemed to be exercised.
Valuation:
Valuation Time: At the close of trading on
the Exchange.
Valuation Date: The Exercise Date unless
there is a Market Disruption
Event (as defined in, and
with the consequences de-
scribed in, the Master
Agreement or Annex ED here-
to) on that day.
Reference Price: The Exchange Close price of
the Shares on the Exchange
at the Valuation Time on the
Valuation Date.
Settlement Terms:
Settlement shall be either
cash or physical as deter-
mined by Gotham in writing
to MLIL on or before April
4, 1996. In the event MLIL
is not notified, the Set-
tlement method shall be
cash.
Physical Settlement Terms:
Physical Settlement:
Call Applicable; on the Settle-
ment Date, Buyer shall pay
to Seller the Settlement
Price and Seller shall de-
liver to Buyer the Number of
Shares to be Delivered.
Such payment and such deliv-
ery will be made through the
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Clearance System on a de-
livery versus payment basis.
Settlement Price: The Strike Price per share
multiplied by the Number of
Shares to be Delivered.
Clearance System: DTC
Number of Shares to be
Delivered: The number of Shares equal
to the number of Options
exercised on the relevant
Exercise Date multiplied by
the Shares Entitlement,
rounded down to the nearest
whole share.
Settlement Disruption Event: An event beyond the control
of the parties as a result
of which transfers of Shares
generally cannot take place
across the Clearance System.
Failure to Deliver: As provided in Master
Agreement or Annex ED.
Cash Settlement Terms:
Cash Settlement: Applicable; Seller shall pay
to Buyer the Cash Settlement
Amount, if any, on the Cash
Settlement Payment Date, for
all Options exercised or
deemed exercised.
Currency for Payment: USD
Cash Settlement Amount: An amount, as calculated by
the Calculation Agent in the
Currency for Payment, equal
to the number of Options
exercised on the relevant
Exercise Date multiplied by
(i) the Strike Price Dif-
ferential, and (ii) any
Multiplier or Share En-
titlement specified above.
Strike Price Differential: An amount equal to the
greater of (i) the excess,
as of the Valuation Time on
the Valuation Date, of the
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Reference Price over the
Strike Price and (ii) zero.
Cash Settlement Payment
Date: Five Currency Business Days
(each of which is a Seller
Business Day) after the
Valuation Date.
Adjustment and Extraordinary
Events: As provided in Master
Agreement or Annex ED.
Miscellaneous:
Transfer: Neither party may transfer
any Option, in whole or in
part, without the prior
written consent of the non-
transferring party; provided
that MLIL may assign its
rights and obligations
hereunder to any subsidiary
of Merrill Lynch & Co.,
Inc., effective upon deliv-
ery of a Guarantee of the
obligations of such subsid-
iary in the form of its
Guarantee hereunder.
Instructions: Bankers Trust Company
New York, New York
ABA #021001033
FAO: ML Equity Derivatives
A/C: 008-13589
Collateral: Not Applicable
This Confirmation supplements, forms a part of, and
is subject to, any existing ISDA Master Agreement or ISDA In-
terest Rate and Currency Exchange Agreement or Merrill Lynch
Equity Derivatives Master Agreement (the "Master Agreement"),
between you and us. If we have not yet executed such a Master
Agreement (a) certain terms used herein are defined in Annex ED
hereto and certain provisions governing this Transaction are
also contained in Annex ED, and (b) we agree to execute the
MLIL form of ISDA Master Agreement promptly hereafter (provid-
ed, that this Confirmation contains the essential terms of this
Transaction). THIS CONFIRMATION WILL BE GOVERNED BY AND CON-
STRUED IN ACCORDANCE WITH THE LAW OF NEW YORK (WITHOUT REFER-
ENCE TO CHOICE OF LAW DOCTRINE).
-5-<PAGE>
The interests represented hereby have not been reg-
istered under the Securities Act of 1933, have been sold in a
transaction exempt from registration thereunder, and may not be
transferred without the written consent of the Option Seller in
a transaction exempt from registration.
Unless otherwise stated, Merrill Lynch, Pierce,
Fenner & Smith Incorporated acted as agent in this transaction.
Please confirm that the foregoing correctly sets
forth the terms of our agreement by executing the copy of this
Confirmation enclosed for that purpose and returning it to us
by facsimile transmission to Merrill Lynch, Pierce, Fenner &
Smith Inc., Attention: Kathryn McAdams (Telecopier No.: 212-
449-6576) (Telephone No.: 212-449-8637).
Very truly yours,
MERRILL LYNCH INTERNATIONAL
LIMITED
By: /s/ Peter Cotterin
Name: Peter Cotterin
Title: Vice President
Confirmed as of the date first
above written
GOTHAM PARTNERS, L.P.
By: /s/David P. Berkowitz
Name: David P. Berkowitz
Title: Pres. of DPB Corp., a General Partner of Section H
Partners, L.P., the General Partner of Gotham Partners,
L.P.
ML Ref. No. 958260
[SSCASH.FRM/053193]
-6-
EXHIBIT 3<PAGE>
Merrill Lynch, Pierce,
Fenner & Smith Inc.
World Financial Center
New York, New York 10281-
1305
Telephone: 212-449-8637
Fax: 212-449-6576
MERRILL LYNCH
Confirmation of OTC Single
Share Option Transaction
Cash Settlement
Transaction
Date: April 21, 1995
To: Gotham Partners, L.P. ML Reference No. 958277
Attention: Bill Ackman and
David Berkowitz
237 Park Avenue, Ninth Floor
New York, New York 10017
Telephone: 212-808-2497 Fax: 212-808-2455
From: Merrill Lynch International Limited
Telephone: 212-449-8637 Fax: 212-449-6576
Dear Sirs:
The purpose of this letter agreement (this "Confir-
mation") is to confirm the terms and conditions of the Trans-
action entered into between Gotham Partners, L.P. ("Gotham")
and MERRILL LYNCH INTERNATIONAL LIMITED ("MLIL"), through its
agent Merrill Lynch, Pierce, Fenner & Smith Inc. with the
guarantee of Merrill Lynch & Co., Inc., on the Trade Date
specified below (the "Transaction").
THE FACSIMILE TRANSMISSION WILL BE THE ONLY WRITTEN
COMMUNICATION REGARDING THIS TRANSACTION EXCHANGED BETWEEN US,
UNLESS YOU REQUEST THAT WE SIGN HARD COPY VERSIONS OF THIS
CONFIRMATION. PLEASE CONTACT THE INDIVIDUAL INDICATED IN THE
LAST PARAGRAPH OF THIS LETTER TO RECEIVE SUCH COPIES.
PLEASE SIGN AND RETURN THIS CONFIRMATION AT YOUR
EARLIEST CONVENIENCE. GIVEN THE IMPORTANCE OF PROMPT AND AC-
CURATE TRADE CONFIRMATION, WE RESERVE THE RIGHT TO WITHHOLD ANY<PAGE>
PAYMENT DUE TO YOU IF YOU FAIL TO RETURN A SIGNED COPY OF THIS
LETTER BY THE FIRST PAYMENT DATE HEREUNDER. AMOUNTS SO WITH-
HELD WILL ACCRUE INTEREST BASED ON A DAILY USD-FED FUNDS-H.15
RATE, AND WILL BE PAID TO YOU UPON RECEIPT OF SUCH SIGNED COPY.
1. The terms of the Transaction to which this Confirmation
relates are as follows:
General Terms:
Trade Date: April 21, 1995
Effective Date: April 21, 1995
Option Style: European
Option Type: Call
Seller: MLIL
Buyer: Gotham
Shares: Rockefeller Center Proper-
ties (RCP)
Exchange: NYSE
Number of Options 2,000
Share Entitlement 100.00 Share(s) per Option
Options Must be Exercised
in Integral Multiples of: Inapplicable
Strike Price per Share: USD 5.00
Premium per Option: USD 1.875
Total Premium: USD 375,000.00
Premium Payment Date: April 28, 1995, or, if not a
Currency Business Day, the
next succeeding Currency
Business Day.
Calculation Agent: MLIL, whose determinations
and calculations shall be
binding in the absence of
manifest error.
Exchange Rate: Inapplicable
Procedure for Exercise:
-2-<PAGE>
Exercise Period: Expiration Date
Expiration Date: April 22, 1996 or, if not a
Seller Business Day, the
next succeeding Seller
Business Day.
Exercise Date for an Option: The Seller Business Day
during the Exercise Period
on which that Option is or
is deemed to be exercised.
Valuation:
Valuation Time: At the close of trading on
the Exchange.
Valuation Date: The Exercise Date unless
there is a Market Disruption
Event (as defined in, and
with the consequences de-
scribed in, the Master
Agreement or Annex ED here-
to) on that day.
Reference Price: The Exchange Close price of
the Shares on the Exchange
at the Valuation Time on the
Valuation Date.
Settlement Terms:
Settlement shall be either
cash or physical as deter-
mined by Gotham in writing
to MLIL on or before April
8, 1996. In the event MLIL
is not notified, the Set-
tlement method shall be
cash.
Physical Settlement Terms:
Physical Settlement:
Call Applicable; on the Settle-
ment Date, Buyer shall pay
to Seller the Settlement
Price and Seller shall de-
liver to Buyer the Number of
Shares to be Delivered. Such
payment and such delivery
will be made through the
Clearance System on a de-
livery versus payment basis.
-3-<PAGE>
Settlement Price: The Strike Price per share
multiplied by the Number of
Shares to be Delivered.
Clearance System: DTC
Number of Shares to be
Delivered: The number of Shares equal
to the number of Options
exercised on the relevant
Exercise Date multiplied by
the Shares Entitlement,
rounded down to the nearest
whole share.
Settlement Disruption Event: An event beyond the control
of the parties as a result
of which transfers of Shares
generally cannot take place
across the Clearance System.
Failure to Deliver: As provided in Master
Agreement or Annex ED.
Cash Settlement Terms:
Cash Settlement: Applicable; Seller shall pay
to Buyer the Cash Settlement
Amount, if any, on the Cash
Settlement Payment Date, for
all Options exercised or
deemed exercised.
Currency for Payment: USD
Cash Settlement Amount: An amount, as calculated by
the Calculation Agent in the
Currency for Payment, equal
to the number of Options
exercised on the relevant
Exercise Date multiplied by
(i) the Strike Price Dif-
ferential, and (ii) any
Multiplier or Share En-
titlement specified above.
Strike Price Differential: An amount equal to the
greater of (i) the excess,
as of the Valuation Time on
the Valuation Date, of the
Reference Price over the
Strike Price and (ii) zero.
-4-<PAGE>
Cash Settlement Payment
Date: Five Currency Business Days
(each of which is a Seller
Business Day) after the
Valuation Date.
Adjustment and
Extraordinary Events: As provided in Master
Agreement or Annex ED.
Miscellaneous:
Transfer: Neither party may transfer
any Option, in whole or in
part, without the prior
written consent of the non-
transferring party; provided
that MLIL may assign its
rights and obligations
hereunder to any subsidiary
of Merrill Lynch & Co.,
Inc., effective upon deliv-
ery of a Guarantee of the
obligations of such subsid-
iary in the form of its
Guarantee hereunder.
Instructions: Bankers Trust Company
New York, New York
ABA #021001033
FAO: ML Equity Derivatives
A/C: 008-13589
Collateral: Not Applicable
This Confirmation supplements, forms a part of, and
is subject to, any existing ISDA Master Agreement or ISDA In-
terest Rate and Currency Exchange Agreement or Merrill Lynch
Equity Derivatives Master Agreement (the "Master Agreement"),
between you and us. If we have not yet executed such a Master
Agreement (a) certain terms used herein are defined in Annex ED
hereto and certain provisions governing this Transaction are
also contained in Annex ED, and (b) we agree to execute the
MLIL form of ISDA Master Agreement promptly hereafter (provid-
ed, that this Confirmation contains the essential terms of this
Transaction). THIS CONFIRMATION WILL BE GOVERNED BY AND CON-
STRUED IN ACCORDANCE WITH THE LAW OF NEW YORK (WITHOUT REFER-
ENCE TO CHOICE OF LAW DOCTRINE).
The interests represented hereby have not been reg-
istered under the Securities Act of 1933, have been sold in a
transaction exempt from registration thereunder, and may not be
-5-<PAGE>
transferred without the written consent of the Option Seller in
a transaction exempt from registration.
Unless otherwise stated, Merrill Lynch, Pierce,
Fenner & Smith Incorporated acted as agent in this transaction.
Please confirm that the foregoing correctly sets
forth the terms of our agreement by executing the copy of this
Confirmation enclosed for that purpose and returning it to us
by facsimile transmission to Merrill Lynch, Pierce, Fenner &
Smith Inc., Attention: Kathryn McAdams (Telecopier No.: 212-
449-6576) (Telephone No.: 212-449-8637).
Very truly yours,
MERRILL LYNCH INTERNATIONAL
LIMITED
By: /s/ Peter Cotterin
Name: Peter Cotterin
Title: Vice President
Confirmed as of the date first
above written
GOTHAM PARTNERS, L.P.
By: /s/David P. Berkowitz
Name: David P. Berkowitz
Title: Pres. of DPB Corp., a General Partner of Section H
Partners, L.P., the General Partner of Gotham Partners,
L.P.
ML Ref. No. 958277
[SSCASH.FRM/053193]
-6-
EXHIBIT 4<PAGE>
BT REF: NY-2556
DATE: April 24, 1995
TO: GOTHAM PARTNERS, L.P.
237 Park Avenue
9th Floor
New York, NY 10017
ATTENTION: Bill Ackman/David Berkowitz
FAX: 212 808-2455
FROM: BANKERS TRUST COMPANY, London Branch
FAX 212 250-1467
BT REF: NY-2556
RE: European Call on the Rockefeller
Center Properties Common Stock
CONFIRMATION
We are pleased to confirm the execution of an option transac-
tion with you having the following terms and conditions.
Option Seller: Bankers Trust Company, London Branch
("BTCO" or "Seller")
Option Buyer: Gotham Partners, L.P. ("GOTHAM" or
"Buyer")
Option Units: 2,500 (1 Option = 100 shares)
Option Type: European Call
Subject Matter: Rockefeller Center Properties (the
"Issuer") Common Stock (the "Stock")
as listed on the New York Stock Ex-
change (NYSE). (NYSE TICKER
SYMBOL:RCP).
Settlement: Cash Payment
Trade Date: April 19, 1995
Effective Date: April 19, 1995
Expiration Date: April 22, 1996, or, if that date is
not an Exchange Business Day, the<PAGE>
first following day that is an Ex-
change Business Day.
Exercise Date: Expiration Date
Exercise Procedure: The Seller shall deem this Option to
have been automatically exercised on
the Expiration Date absent instruc-
tions to the contrary.
Strike Price: USD 5.00
Valuation Time: At the close of trading on the Ex-
change.
Valuation Price: The value of the closing quotation for
one trading unit of the Stock on the
Valuation Date.
Valuation Date: The Exercise Date.
Premium: In consideration of the Seller
entering into this agreement, Buyer
agrees to pay the Seller a premium
amount of USD 455,000 payable on value
date April 21, 1995. The Premium is
to be paid to Bankers Trust Company,
New York, ABA #021001033 Bankers Trust
Company, London Branch, A/C
#040 000 16.
Settlement Amount: Upon exercise of the Option, the
Seller shall pay to the Buyer a Set-
tlement Amount in USD (the "Settlement
Amount") equal to the product of (1)
the excess (if any) of the Valuation
Price over the Strike Price and (2)
the number of Option Units times 100.
The Settlement Amount shall be paid to
the Buyer two Banking Days (as herein
defined) after the Valuation Date.
Calculation Agent: BTCO, or any successor calculation
agent appointed by BTCO, whose deter-
minations and calculations shall be
binding in the absence of manifest
error.
Market Disruption
Events: (a) If the Calculation Agent deter-
mines that on any Exercise Date a
Market Disruption Event (as herein-
after defined) has occurred and is
-2-<PAGE>
continuing, then such Exercise Date
may be postponed until the next Ex-
change Business Day on which there is
no Market Disruption Event, provided,
that, notwithstanding anything in this
Option to the contrary, if such Exer-
cise Date has not occurred on or prior
to the eighth Exchange Business Day
following the originally designated
Exercise Date, such eighth Exchange
Business Day shall be deemed to be
such Exercise Date. The Calculation
Agent shall use its reasonable efforts
to give notice to the Buyer that a
Market Disruption Event has occurred.
(b) "Market Disruption Event" means
the suspension or material limitation
of trading in (a) the Stock or in
securities generally on the Stock Ex-
change or (b) option contracts related
to the Stock traded on any exchange.
For the purposes of this definition,
(1) a limitation on the hours and
number of days of trading will not
constitute a Market Disruption Event
if it results from an announced change
in the regular business hours of the
relevant exchange and (2) a limitation
on trading imposed during the course
of a day by reason of movements in
price otherwise exceeding levels
permitted by the relevant exchange
will constitute a Market Disruption
Event.
Adjustments: The Strike Price and the number of
Option Units shall be subject to ad-
justment as follows:
(a) If prior to any Exercise Date any
adjustment is made by the Options
Clearing Corporation or its successors
("OCC") in the terms of outstanding
OCC-issued options ("OCC Options") on
the Stock, an equivalent adjustment
shall be made by the Calculation Agent
in the terms of this Option. Except
as provided below, no adjustment shall
be made in the terms of this Option
for any event that does not result in
an adjustment to the terms of such
outstanding OCC Options. Without
-3-<PAGE>
limiting the generality of the
foregoing NO ADJUSTMENT SHALL BE MADE
IN THE TERMS OF THIS OPTION FOR ORDI-
NARY CASH DIVIDENDS. For indicative
purposes, a summary of the terms under
which adjustments may be made by the
OCC as in effect on the date hereof is
set forth below:
(i) Whenever there is a stock divi-
dend, stock distribution, stock split,
reverse stock split, rights offering,
distribution, reorganization, recapi-
talization, reclassification, extra-
ordinary cash dividend or similar
event in respect of the Stock, or a
merger, consolidation, dissolution or
liquidation of the Issuer, the number
of option contracts, the unit of
trading, the exercise price and the
underlying amount of Stock, or any of
them, with respect to all outstanding
option contracts open for trading in
the Stock may be adjusted.
(ii) All adjustments are made by the
Securities Committee of the OCC. The
Securities Committee determines
whether to make adjustments to reflect
particular events in respect of the
Stock, and the nature and extent of
any such adjustment, based on its
judgment as to what is appropriate for
the protection of investors and the
public interest, taking into account
such factors as fairness to holders
and writers of option contracts on the
Stock, the maintenance of a fair and
orderly market in options on the
Stock, consistency of interpretation
and practice, efficiency of exercise
settlement procedures and the coordi-
nation with other clearing agencies of
the clearance and settlement of
transactions in the Stock.
(iii) In the case of a stock divi-
dend, stock distribution or stock
split whereby one or more whole num-
bers of Stock are issued with respect
to each outstanding share, each option
contract covering that share shall be
-4-<PAGE>
increased by the same number of addi-
tional option contracts as the number
of shares issued with respect to each
share, the exercise price per share in
effect immediately prior to such event
shall be proportionately reduced, and
the unit of trading shall remain the
same.
(iv) In the case of a stock dividend,
stock distribution or stock split
whereby other than a whole number of
shares is issued in respect of each
outstanding share, the exercise price
in effect immediately prior to such
event shall be proportionately re-
duced, and conversely, in the case of
a reverse stock split or combination
of shares, the exercise price in
effect immediately prior to such event
shall be proportionately increased.
Whenever the exercise price with re-
spect to an option contract has been
reduced or increased, the unit of
trading shall be proportionately in-
creased or reduced, as the case may
be.
(v) In the case of any distribution
made with respect to shares, other
than cash dividends and other than
distributions for which adjustments
are provided in subsections (iii) or
(iv) above, if an adjustment is
determined by the Securities Committee
to be appropriate, (i) the exercise
price in effect immediately prior to
such event shall be reduced by the
value per share of the distributed
property, in which event the unit of
trading shall not be adjusted, or (ii)
the unit of trading in effect imme-
diately prior to such event shall be
adjusted so as to include the amount
of property distributed with respect
to the number of shares represented by
such unit of trading, in which event
the exercise price shall not be ad-
justed.
(vi) In the case of any event for
which adjustment is not provided in
any of the foregoing paragraphs, the
-5-<PAGE>
Securities Committee may make such
adjustments it determines to be rea-
sonable under the circumstances.
(vii) Adjustments shall as a general
rule become effective on the "ex-date"
established by the principal stock
exchange or market on which the Shares
are traded.
(viii) All adjustments of the exer-
cise price of an outstanding option
contract shall be rounded to the
nearest 1/8 of a dollar, and all ad-
justments of the unit of trading shall
be rounded down to eliminate any
fraction, and if the unit of trading
is rounded down to eliminate a frac-
tion, the adjusted exercise price
shall be further adjusted, to the
nearest 1/8 of a dollar, to reflect
any diminution in the value of the
option contract resulting from the
elimination of the fraction.
(b) If, prior to any Exercise Date
there shall be no outstanding OCC
Options on Stock, and an event shall
occur for which an adjustment might
have been required under the By-laws,
Rules and stated policies of OCC
applicable to the adjustment of OCC
Options, as described above (the "OCC
Adjustment Rules"), the Calculation
Agent shall determine, at its reason-
able discretion, but applying the
principles set forth in the OCC Ad-
justment Rules then in effect, whether
to adjust the terms of this transac-
tions, and the nature of any such
adjustment.
(c) The Calculation Agent shall
notify the respective parties of any
adjustment pursuant to this clause and
the date of its effectiveness.
(d) Except for an adjustment under
subsection (b) above, the Calculation
agent is not obligated to verify
whether the prerequisites for an ad-
justment pursuant to this clause exist
or whether such adjustment has been
-6-<PAGE>
correctly calculated or whether the
date of effectiveness has been cor-
rectly fixed. In this connection, the
Calculation Agent does not assume any
liability of any nature.
(e) Upon the consummation of a Merger
Event in respect of the Shares, the
Calculation Agent shall make such ad-
justments to this Transaction as it,
in its sole discretion, deems appro-
priate.
"Merger Event" means, in respect of
the Shares, as of the date upon which
holders become bound to transfer such
shares held by them, any (i) reclas-
sification or change of such Shares
(other than a consolidation, amalgam-
ation or merger in which that issuer
of shares is the continuing corpora-
tion and which does not result in any
such reclassification or change of
Shares) or (iii) other takeover offer
for such shares that results in a
transfer of all such shares (other
than the Shares owned or controlled by
the offeror) on or before the Expira-
tion Date.
Performance By
Designee: (a) This Confirmation is for the
benefit of the parties hereto and may
not be assigned, resold or transferred
by either party thereto without the
prior written consent of the other
party and any assignment without such
consent shall be void and without ef-
fect; provided, however, that BTCO or
its successor in business is hereby
authorized to transfer its rights and
obligations under this Confirmation to
any affiliate of BTCO, without the
consent of GOTHAM, provided that (1)
any such assignment shall be to an
affiliate to which substantially all
of the assets of BTCO have been
transferred; or (2) the obligations of
such affiliate are guaranteed by BTCO,
Bankers Trust Company or Bankers Trust
New York Corporation. Such transfer
shall be fully effective to transfer
-7-<PAGE>
all such rights and obligations upon
notice in writing from BTCO to GOTHAM.
Banking Day: Any day on which is both (1) a day
other than a Saturday, Sunday or any
day on which banks in London are au-
thorized or required under applicable
law to remain closed and (2) an Ex-
change Business Day.
Exchange Business
Day: A day which is a day for trading of
securities on the New York Stock Ex-
change and the Chicago Board of Trade.
Early Termination: In the event that the Seller shall
have determined in good faith prior to
the Exercise Date that its performance
under the Option shall have become
unlawful in whole or in part as a
result of compliance in good faith by
such party with any applicable present
or future law, rule, regulation,
judgment, order or directive of any
governmental, administrative, legisla-
tive or judicial authority, then the
Seller may terminate the Option upon
payment to the Buyer of an amount
determined to be the fair market value
of this Option on the date of such
termination.
Documentation: The parties agree that they will exe-
cute and deliver a standard Bankers
Trust Option Agreement evidencing this
option transaction as soon as practi-
cable after the Trade Date (and in no
event more than 30 days thereafter).
Please review this Confirmation carefully and immediately upon
receipt so that errors or discrepancies can be promptly iden-
tified and rectified.
Please confirm that the foregoing correctly sets forth the
terms of our Agreement by (1) sending a return fax to such ef-
fect for the attention of the BT Equity Administration Group,
(Fax no. 212-250-1467 which is responsible for administration
of this Option, and (2) signing and returning one of the two
executed counterparts of the Option Agreement which will
shortly be sent to you.
We are very pleased to have executed this transaction with you.
-8-<PAGE>
Regards,
BANKERS TRUST COMPANY, LONDON BRANCH
By: /s/ Keith McDonald
Name: Keith McDonald
Title: Vice President
Agreed:
GOTHAM PARTNERS, L.P.
By: /s/ David P. Berkowitz
Name: David P. Berkowitz
Title: Pres. of D.P.B. Corp.,
a G.P. of Section H
Partners, the G.P.
of Gotham Partners, L.P.
-9-
