<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
MAY 2, 1995
(LOGO ROCKEFELLER CENTER PROPERTIES, INC.)
<PAGE>
(LOGO ROCKEFELLER CENTER PROPERTIES, INC.)
1270 Avenue of the Americas
New York, N.Y. 10020
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
Rockefeller Center Properties, Inc.
The 1995 Annual Meeting of Stockholders of Rockefeller Center
Properties, Inc. ("RCPI") will be held at the Auditorium at The Equitable
Center, 787 Seventh Avenue, New York City, on Tuesday May 2, 1995 at 9:30 a.m.
Eastern Daylight Savings Time to:
1. Elect one Director for a term of three years expiring at the 1998
Annual Meeting of Stockholders.
2. Consider approval of a recommended amendment to Article NINTH of
RCPI's Certificate of Incorporation, as amended.
3. Consider ratification of the appointment of independent auditors
for the year 1995.
4. Consider a stockholder's proposal relating to the adoption of
cumulative voting.
5. Transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 22,
1995 as the record date for determining stockholders entitled to notice of, and
to vote at, the meeting. Only stockholders of record at the close of business on
that date are entitled to vote at the meeting.
RCPI's management hopes that as many stockholders as possible will
personally attend the meeting. If you plan to attend, please advise RCPI by
checking the box provided on the enclosed proxy card and returning it to RCPI or
otherwise providing written notice to the Secretary of RCPI of your intention to
attend. Upon receipt of your proxy with the box checked or other written notice
of your intention to attend, we will send you an admission card.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE SUGGEST THAT YOU
COMPLETE THE ENCLOSED PROXY CARD, SIGN, DATE AND RETURN IT PROMPTLY IN THE
ENCLOSED, POSTAGE-PAID RETURN ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED.
RETURNING THE PROXY CARD WILL NOT AFFECT YOUR RIGHT TO REVOKE THE PROXY OR TO
VOTE IN PERSON AT THE MEETING.
By order of the Board of Directors,
STEPHANIE LEGGETT YOUNG
VICE PRESIDENT & SECRETARY
New York, New York
March 27, 1995
<PAGE>
(LOGO ROCKEFELLER CENTER PROPERTIES, INC.) March 27, 1995
1270 Avenue of the Americas
New York, N.Y. 10020
PROXY STATEMENT
GENERAL INFORMATION
The proxy accompanying this Proxy Statement is solicited by the Board
of Directors of Rockefeller Center Properties, Inc. ("RCPI") to be voted at its
1995 Annual Meeting of Stockholders on Tuesday, May 2, 1995 and at any
adjournment or postponement thereof (the "1995 Annual Meeting"). This Proxy
Statement and the accompanying form of proxy are first being mailed on or about
March 27, 1995.
The Board requests that all stockholders complete the accompanying
proxy card, and sign, date and return it in the accompanying envelope as
promptly as possible. Since many stockholders will probably not be able to
attend the 1995 Annual Meeting in person, it is necessary that a large number be
represented by proxy. The presence, in person or by proxy, of the holders of a
majority of the outstanding Common Stock of RCPI will be required to constitute
a quorum for the transaction of business at the 1995 Annual Meeting. Abstentions
and broker non-votes will be counted as present at the 1995 Annual Meeting for
the purposes of determining the presence or absence of a quorum. If a quorum is
not present, the meeting will be adjourned to such time and place as the
stockholders present may determine.
Any stockholder who executes and returns the accompanying form of
proxy may revoke it at any time prior to its exercise by giving to the Secretary
of RCPI written notice of revocation prior to the 1995 Annual Meeting or by
voting in person at the meeting. Any proxy, if returned properly executed and
not subsequently revoked, will be voted in accordance with the choices made by
the stockholder with respect to the proxy items listed therein. If authority to
vote for the nominee for Director described under Item 1-Election of Director is
not withheld, the proxy will be voted for the election of such nominee. Unless a
contrary choice is made, the proxy will be voted in favor of Item 2-Approval of
a recommended amendment to Article NINTH of RCPI's Certificate of Incorporation,
as amended (the "RCPI Charter"), in favor of Item 3-Ratification of Appointment
of Independent Auditors, and against Item 4-A Stockholder's Proposal Relating to
the Adoption of Cumulative Voting. As to any other matters which may properly
come before the 1995 Annual Meeting, the proxy will be voted in accordance with
the best judgement of the persons named in the proxy.
At March 22, 1995, the record date for the determination of
stockholders entitled to notice of and to vote at the 1995 Annual Meeting, there
were 38,260,704 shares of RCPI Common Stock outstanding, each of which is
entitled to one vote at the 1995 Annual Meeting on all matters brought before
such meeting. These shares were registered in the name of _____ stockholders.
An affirmative vote of the holders of a majority of the shares of
Common Stock present in person or represented by proxy and entitled to vote
thereon is necessary for approval of each of the proxy items listed on the
accompanying form of proxy and described below, other than the election of a
Director and approval of the recommended amendment to Article NINTH of the RCPI
Charter. The affirmative vote of the holders of a plurality of the shares of
Common Stock present in person or represented by proxy and voted thereon is
necessary for approval of the election as Director of the nominee listed on the
accompanying form of proxy and described below. Withheld votes and broker non-
votes on the election of Director will have no effect on the outcome.
Abstentions from voting on the ratification of the selection of the independent
auditors and approval of the stockholder proposal will have the same effect as a
vote against such matters. Broker non-votes on such matters will not be counted
and thus will have no impact on such matters. The affirmative vote of the
holders of at least 80% of the outstanding shares of Common Stock will be
required to constitute approval of the recommended amendment to Article NINTH of
the RCPI Charter.
<PAGE>
ITEM 1-ELECTION OF DIRECTOR
The RCPI Charter provides for a Board of Directors that is divided
into three classes of Directors with staggered three-year terms of office. At
each annual meeting of the stockholders, a successor or successors to the class
of Directors whose term then expires will be elected for a term expiring at the
annual meeting of stockholders held in the third year following the year of
election. Dr. Peter D. Linneman is the Director whose term expires at the 1995
Annual Meeting of Stockholders.
It is the intention of the persons named in the accompanying form of
proxy, unless otherwise instructed, to vote for the election of Dr. Linneman to
hold office for a term of three years, expiring at the Annual Meeting of
Stockholders in 1998, or until his successor has been elected and qualified. Dr.
Linneman has been serving as a Director since his election by the Board of
Directors on April 26, 1993 to fill the vacancy created by the resignation of
David Rockefeller as a Director on that date. Dr. Linneman was elected Chairman
of the Board of Directors on December 29, 1994 to succeed Claude M. Ballard, Jr.
who resigned as a Director as of such date.
If Dr. Linneman shall become unable to stand for election as a
Director at the 1995 Annual Meeting, an event not now anticipated by the Board
of Directors, the proxy may be voted for a substitute designated by the Board of
Directors. Information is furnished below with respect to Dr. Linneman and each
Director continuing in office.
NOMINEE FOR DIRECTOR
TERM EXPIRING IN 1995.
PETER D. LINNEMAN, age 44, has been Chairman of the Board since
December 29, 1994 and a Director since April 26, 1993. Dr. Linneman has been
associated with The Wharton School of the University of Pennsylvania since 1979,
where he is currently the Albert Sussman Professor of Real Estate, Finance and
Public Policy. Dr. Linneman also serves as the Director of The Wharton Real
Estate Center and Chairman of the Real Estate Unit. Dr. Linneman is a Director
of Gables Residential Property Trust, Kranzco Realty Trust and Universal Health
Realty Income Trust.
Dr. Linneman is a member of the Audit Committee.
DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRING IN 1996.
DANIEL M. NEIDICH, age 45, has been a Director since his election by
the remaining Directors on December 29, 1994 to fill the vacancy created by the
resignation as Director as of such date of Mr. Claude M. Ballard, Jr. Mr.
Neidich, a partner of Goldman, Sachs & Co. ("Goldman Sachs") since 1984, was
elected a Director pursuant to a Letter Agreement dated December 18, 1994 among
RCPI, Goldman Sachs and Whitehall Street Real Estate Limited Partnership V
("Whitehall") which provides that so long as Goldman Sachs, its affiliates and
Whitehall collectively beneficially own in excess of 5% of the Common Stock,
RCPI will use its best efforts to cause the Board of Directors to include one
member designated by Goldman Sachs and to cause such designee, if elected to the
Board of Directors, to be appointed a member of each Committee of the Board
(except for temporary committees in respect of which such nominee is not
considered independent).
Mr. Neidich is a member of the Nominating, Compensation and Audit
Committees.
PETER G. PETERSON, age 68, has been a Director since the incorporation
of RCPI. Mr. Peterson has been Chairman of The Blackstone Group, a private
investment banking firm, since its founding in 1985. Mr. Peterson is a Director
of Sony Corporation and Transtar, Inc.
2
<PAGE>
Mr. Peterson is a member of the Nominating Committee and Chairman of
the Compensation Committee.
TERMS EXPIRING IN 1997.
BENJAMIN D. HOLLOWAY, age 70, has been a Director since the
incorporation of RCPI. Mr. Holloway is currently a financial consultant. From
September 1988 to March 1990, he was Vice Chairman of The Equitable Life
Assurance Society of the United States ("The Equitable"). From June 1987 to
1988, he was President and Chief Executive Officer of Equitable Investment
Corporation, the holding company for the investment subsidiaries of The
Equitable. From 1984 to 1987, he served as Chairman and Chief Executive Officer
of Equitable Real Estate Group, Inc. He is also a Director of Alliance Capital
Management Corporation.
Mr. Holloway is a member of the Compensation Committee and Chairman of
the Audit Committee and Nominating Committee.
WILLIAM F. MURDOCH, JR., age 64, has been a Director since February
17, 1994. Mr. Murdoch has been Principal of Murdoch and Associates since 1990.
Mr. Murdoch was previously President and Chief Executive Officer of HRE
Properties, a real estate investment trust, from 1974 to 1989, and Trustee from
1974 to 1994.
Mr. Murdoch is a member of the Audit Committee.
MEETINGS AND COMMITTEES OF THE BOARD
During 1994, the Board of Directors held 15 meetings. During 1994, the
Board had standing Audit, Compensation and Nominating Committees consisting in
each case of Messrs. Ballard, Holloway and Peterson.
The Audit Committee reviews audit plans and activities and financial
controls, approves all significant fees for audit and nonaudit services provided
by the independent auditors, and recommends to the Board the annual selection of
independent auditors. The Audit Committee held two meetings during 1994.
The Compensation Committee reviews compensation of the executive
officers of RCPI and approves and evaluates employee benefit plans of RCPI. The
Compensation Committee held two meetings during 1994.
The Nominating Committee was formed to recommend in appropriate cases
(i) nominees for the Board of Directors as well as committees of the Board of
Directors and (ii) executive officers of RCPI. The Nominating Committee also
considers nominees for the Board of Directors recommended by stockholders.
Stockholders wishing to submit recommendations for nominees for election to the
Board should review the procedures summarized under "Stockholder Proposals"
below. The Nominating Committee did not meet in 1994.
During his tenure on the Board in 1994, each incumbent director
attended more than 75% of the aggregate of the total number of the meetings of
the Board of Directors and of the meetings held by all committees of the Board
of Directors on which he served. Mr. Neidich was elected on December 29, 1994.
No Board or Committee meetings were held in 1994 after his election.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the number of shares of RCPI's Common Stock
beneficially owned by Dr. Linneman, each continuing Director and all Directors
and officers of RCPI as a group, as of March 8, 1995. Such table does not
include as beneficially owned by Mr. Neidich, a partner of Goldman Sachs, shares
of RCPI's Common Stock beneficially owned by Goldman Sachs and Whitehall which
are described under "Security Ownership of Certain Beneficial Owners" below.
3
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares
Beneficially
Name Owned(1)
---- --------
<S> <C>
Benjamin D. Holloway.............................. 3,734(2)
Peter D. Linneman................................. 1,000(3)
William F. Murdoch, Jr............................ 3,000
Daniel M. Neidich................................. --
Peter G. Peterson................................. 1,000
All Directors and officers as a group
(8 persons)....................................... 9,913(4)(5)
___________________
<FN>
(1) The table lists beneficial ownership in accordance with the definitions
contained in Rule 13d-3 adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended. All shares listed
are subject to the sole investment and voting power of the named beneficial
owner, except as set forth in footnotes (2) and (3) below.
(2) These shares are held by Mr. Holloway as a joint tenant with his spouse
with whom he shares voting and investment powers.
(3) These shares are held by Dr. Linneman as a joint tenant with his spouse
with whom he shares voting and investment powers.
(4) Includes 106 shares held by an officer's daughter. The officer has no
voting or investment powers and disclaims beneficial ownership of such
shares.
(5) See footnotes (2), (3) and (4).
</TABLE>
Due to RCPI's error, Mr. Murdoch's Form 3, Initial Statement of
Beneficial Ownership, was not filed with the Securities and Exchange Commission
within ten days of the month end (February 1994) in which he was elected to the
Board of Directors, as required by Section 16 of the Securities Exchange Act of
1934, as amended. Such form was filed on March 21, 1994.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Except for Goldman Sachs, Whitehall, W.H. Advisors L.P. V ("Advisors,
L.P."), Whitehall Advisors, Inc. V. ("Advisors, Inc.") and The Goldman Sachs
Group, L.P. ("G.S. Group"), whose address is 85 Broad Street, New York, NY
10004, the Board of Directors knows of no beneficial owner of five percent or
more of RCPI's Common Stock nor does it know of any arrangement which may at a
subsequent date result in a change in control of RCPI. In a Statement of
Beneficial Ownership on Schedule 13D (the "Schedule 13D") dated January 3, 1995
filed by Whitehall, Advisors, L.P., Advisors, Inc., G.S. Group and Goldman
Sachs, such persons reported that funds controlled by G.S. Group beneficially
owned 4,155,927 shares of Common Stock by virtue of Whitehall's ownership of
4,155,927 currently exercisable Warrants to purchase shares of Common Stock at
an exercise price of $5 per share. Such 4,155,927 shares of Common Stock would
currently represent 9.7979% of the shares of Common Stock outstanding after
exercise of all such Warrants. The Schedule 13D also stated that Goldman Sachs
then held 651 shares of Common Stock in discretionary customer accounts over
which it had sole voting and dispositive power and that G.S. Group, as the
direct beneficial owner of all the capital stock of Advisors, Inc., and as a
general partner of Goldman Sachs, may be deemed to indirectly beneficially own
both the 4,155,927 shares of Common Stock beneficially owned by Whitehall and
the 651 shares of Common Stock beneficially owned by Goldman Sachs. Whitehall
also owns an aggregate of 5,349,541 stock appreciation rights exchangeable for
14% Debentures due 2007 of RCPI or for Warrants on a one-for-one basis, unless
such exchange would cause the holder of such Warrants to Own Excess Shares (as
such terms are used in Article NINTH of the RCPI Charter).
4
<PAGE>
If the recommended amendment to Article NINTH of the RCPI Charter is
approved (See "Recommended Amendment to Article NINTH of the RCPI Charter"), the
members of the Board of Directors who are not affiliated with Goldman Sachs
(Messrs. Holloway, Linneman, Murdoch and Peterson) will, promptly after the
filing in Delaware of the related Certificate of Amendment to the RCPI Charter,
exercise the discretion granted by the recommended amendment to the Board to
adopt a resolution permitting Whitehall to exchange the SARs for Warrants and,
upon the adoption by the Board of such a resolution, the SARs will automatically
be exchanged for Warrants with the result that the persons described above would
be considered to beneficially own approximately 19.9% of the Common Stock of
RCPI outstanding assuming exercise of all Warrants outstanding after such
exchange.
EXECUTIVE OFFICERS
Information concerning the executive officers of RCPI is set forth
below:
RICHARD M. SCARLATA, age 52, has been President and Chief Executive
Officer since October 1, 1994. He was previously Senior Vice President-Finance
and Administration of RCPI since June 1992 and Treasurer from June 1993 to May
1994, and was Vice President of RCPI since March 1990 and Treasurer from March
1991 through June 1992. Mr. Scarlata had been Director-Financial Services Group
of Cushman & Wakefield, Inc. and Managing Director of Cushman and Wakefield
Realty Advisors, Inc. ("C&W Realty") from 1985 to June 1993.
STEPHANIE LEGGETT YOUNG, age 36, has been Vice President of RCPI since
December 1994 and Secretary of RCPI since June 1993. She previously was
Assistant Vice President of RCPI since March 1990. Ms. Young had been
associated with C&W Realty from 1985 to June 1993, where she directed investor
relations for RCPI.
JANET P. KING, age 32, has been Treasurer of RCPI since May 1994. She
previously was Director of Finance since September 1993. From April 1993 to
August 1993, she had been Eastern Regional Controller of GFS/Northstar, which
has residential and commercial real estate interests in various states. From
January 1989 to March 1993 she was associated with Trammel Crow Residential
Services as Assistant Controller and Accounting Manager.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
is comprised of three Directors, none of whom is an employee of RCPI. The
Committee reviews RCPI's executive compensation program and policies and
determines the compensation of the officers of RCPI. Prior to June 1993, RCPI's
officers were not compensated for their services to RCPI. Instead, the officers,
who were then employed by Rockefeller Group, Inc. ("RGI"), the general partner
of the two partnerships to which RCPI made the $1.3 billion convertible mortgage
loan (the "Mortgage Loan") which is RCPI's principal asset, or an affiliate of
RGI, received compensation from RGI or such affiliate of RGI solely for their
services to RGI and its affiliates. Such arrangements between RCPI's executive
officers and RGI and such affiliate were terminated in June 1993.
The Committee's objective in setting the compensation of RCPI's
officers is to provide an overall compensation package which is comparable to
the level of compensation of executive officers of other mortgage real estate
investment trusts ("REITs") (including those whose stock performance is
reflected in the peer group index set forth in the "Shareholder Return" graph
contained in this Proxy Statement) and other real estate businesses of similar
size and complexity. In this regard, the Committee considers not only the
performance of RCPI relative to other mortgage REITs, but also the individual
experience, performance and contributions of its officers in light of the long-
term goals of RCPI.
5
<PAGE>
Currently, the officers of RCPI are compensated exclusively through
base salary, bonus and customary employee benefits. The Committee has considered
establishing short- and long-term incentive programs, but has determined that,
in view of the fact that RCPI has only one principal asset, the Mortgage Loan,
it would not be appropriate at this time to adopt additional components of
senior executive compensation.
The base salaries for Mr. Scarlata and RCPI's two other executive
officers are, in the opinion of the Committee, consistent with competitive
practices, their experience and the level of responsibility assigned to each
officer. These base salaries are set forth in employment arrangements, which
agreements do not mandate any future increases in such salaries. The employment
agreement for Mr. Scarlata is described in this Proxy Statement under the
caption "Employment Contracts."
Given the current levels of compensation of RCPI's executive officers,
the Committee has not had to consider the impact of the adoption of Section
162(m) of the Internal Revenue Code of 1986, as amended, which, generally,
limits the deductibility of compensation in excess of $1 million paid in any
year to a corporation's chief executive officer and four most highly compensated
executive officers.
The Compensation Committee (as of December 28, 1994)
PETER G. PETERSON, CHAIRMAN
CLAUDE M. BALLARD, JR.
BENJAMIN D. HOLLOWAY
SHAREHOLDER RETURN
The following graph illustrates the performance of RCPI's Common Stock
over the five-year period ended December 31, 1994 compared to the Standard &
Poor's 500 Composite Stock-Price Index and the Mortgage REIT Total Return Index
prepared by the National Association of Real Estate Trusts ("NAREIT"). The
Mortgage REIT Index includes the 29 tax-qualified mortgage REITs which trade on
the New York Stock Exchange, American Stock Exchange and NASDAQ; RCPI is a
single asset mortgage REIT. The graph assumes the investment of $100 on December
31, 1989, and the reinvestment of all dividends.
[GRAPH]
5-YEAR TOTAL RETURN TO SHAREHOLDERS
DOLLARS
180
160
140
120
100
80
60
40
20
12-31-89 12-31-90 12-31-91 12-31-92 12-31-93 12-31-94
_____RCPI ---- S&P 500 -- - - NAREIT Mortgage
YEARS
[GRAPH]
Comparative Analysis
Total Shareholder Return
Prepared for
ROCKEFELLER CENTER PROPERTIES, INC.
1989 1990 1991 1992 1993 1994
RCPI 100 102.05 92.15 53.20 54.27 45.23
S&P 500 100 96.89 126.28 135.88 149.52 151.55
NAREIT Mortgage 100 81.63 107.62 109.68 125.64 95.11
The following chart shows the cumulative total shareholder return on a $100
investment over the time periods indicated.
6
<PAGE>
REMUNERATION OF EXECUTIVE OFFICERS AND DIRECTORS FOR 1994
COMPENSATION OF EXECUTIVE OFFICERS.
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the annual
and long-term compensation for services in all capacities to RCPI for the fiscal
year ended December 31, 1994 for the current and the former (until September 30,
1994) chief executive officer of RCPI. No other executive officers received
salary and bonus of $100,000 or more in 1994.
<TABLE>
<CAPTION>
Annual Compensation
-------------------------------------------------
Name and Principal Other Annual All Other
Position Year(2) Salary($) Bonus($) Compensation($)(3) Compensation($)(4)
- ------------------------------ ------- --------- -------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Edward P. Fontaine 1994 $225,000 $ 0 $23,618 $10,470
President & Chief 1993 175,000 0 2,246 4,097
Executive Officer(1) 1992 0 0 0 0
Richard M. Scarlata 1994 $188,750 $45,000 $ 7,407 $10,564
President & Chief 1993 n/a n/a n/a n/a
Executive Officer (5) 1992 0 0 0 0
Senior Vice President,
Finance & Administration
__________________
<FN>
(1) Mr. Fontaine retired effective September 30, 1994.
(2) Prior to June 1993, Mr. Fontaine was an officer of RGI and was compensated
by RGI and Mr. Scarlata was an officer of C&W Realty and was compensated by
C&W Realty.
(3) "Other Annual Compensation" consists of amounts reimbursed to Messrs.
Fontaine and Scarlata for the payment of certain taxes.
(4) "All Other Compensation" for 1994 consists of $4,500 and $5,663 contributed
by RCPI to the Rockefeller Group, Inc. Incentive Savings Plan (the "ISP"),
which RCPI has adopted as a participating employer, for the benefit of
Messrs. Fontaine and Scarlata, respectively, and $5,970 and $4,901
payments for life insurance premiums for Messrs. Fontaine and Scarlata,
respectively.
(5) Effective October 1, 1994, Mr. Scarlata was elected President & Chief
Executive Officer. Prior to that date, he served as Senior Vice President,
Finance & Administration. In 1993, Mr. Scarlata's total annual salary and
bonus were less than $100,000.
</TABLE>
THE PENSION PLAN. RCPI has adopted the Retirement Income Plan for
Salaried Employees of Rockefeller Group, Inc. (the "RIP") as a participating
employer. The RIP is a defined benefit pension plan intended to be tax-qualified
under Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code"). In general, officers and employees of RCPI become participants in the
RIP six months after their employment commences.
The following table illustrates the annual pension benefits payable to
certain participants, including the Chief Executive Officer, under the RIP
assuming retirement in 1994 at age 65, based on the straight-life annuity form
of benefit payment and not subject to deduction or offset for an employee's
primary Social Security benefit.
7
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service
-------------------------------------------------------------------
Remuneration 15 20 25 30 35
- ------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$125,000 $28,125 $37,500 $46,875 $56,250 $62,500
150,000 33,750 45,000 56,250 67,500 75,000
175,000 33,750 45,000 56,250 67,500 75,000
200,000 33,750 45,000 56,250 67,500 75,000
225,000 33,750 45,000 56,250 67,500 75,000
250,000 33,750 45,000 56,250 67,500 75,000
300,000 33,750 45,000 56,250 67,500 75,000
350,000 33,750 45,000 56,250 67,500 75,000
400,000 33,750 45,000 56,250 67,500 75,000
</TABLE>
The RIP provides for a monthly Retirement Insurance Benefit at age 65
equal to 1.5% of final salaried compensation multiplied by years of credited
service up to a maximum of 30 years plus 1.0% of final salaried compensation
multiplied by years of credited service over 30 years. Final salaried
compensation is the average monthly total base salary, bonuses, overtime and
commissions including all amounts contributed by RCPI to the ISP on behalf of
the employee ("Salary," "Bonus," and the portion of "All Other Compensation"
attributable to contributions to the ISP in the Summary Compensation Table) for
the last 3 years of employment. Pursuant to recently enacted changes to the
Internal Revenue Code, compensation in excess of $150,000 is not taken into
account under the RIP.
In connection with Mr. Fontaine's voluntary resignation on September
30, 1994, he became entitled to receive, pursuant to the terms of the RIP as of
such date, an annual straight life annuity of $12,006 commencing at age 65. Mr.
Fontaine also may elect a reduced benefit commencing at an earlier date or an
actuarially equivalent option form of benefit under the RIP.
All executive officers participate in the RIP. Outside directors of
RCPI (all current RCPI Directors are "outside directors" for this purpose) are
not eligible to participate in the RIP. The years of credited service under the
RIP as of December 31, 1994 for Mr. Fontaine was 4 years, and for Mr. Scarlata,
19 years (of which only 1.5 years relate to his service for RCPI).
EMPLOYMENT CONTRACTS AND TERMINATION AND CONSULTING AGREEMENTS.
Effective October 1, 1994, RCPI entered into two agreements: a termination and
consulting agreement with Edward P. Fontaine, and an employment agreement with
Richard M. Scarlata, who replaced Mr. Fontaine as President and Chief Executive
Officer of RCPI. The terms of each agreement are outlined below.
Mr. Fontaine's termination and consulting agreement supersedes his
prior employment agreement dated June 10, 1993, and acknowledges his voluntary
resignation from all offices and positions with RCPI and its affiliates. Under
the terms of his new agreement, Mr. Fontaine received a $25,000 fee as
compensation for rendering exclusive consulting services to RCPI during the
period beginning October 1, 1994 and ending December 31, 1994. He is not
entitled to any benefits, rights or entitlements under any plans of RCPI
pursuant to this agreement, and has no authority to bind RCPI or make any
commitments on its behalf. A confidentiality provision survives the termination
of the consulting period.
For the duration of his employment agreement, Mr. Scarlata will
receive a base annual salary, which is currently $225,000, plus the right to
participation in RCPI's welfare and retirement plans, and selection of
perquisites generally available to senior executives up to an amount equivalent
to 5% of base annual salary. Compensation arrangements are to be reviewed and
updated by RCPI's Board of Directors annually on or about October 1 of each
year. The agreement shall terminate upon the occurrence of the earlier of four
stated events: (i) Mr. Scarlata's death or disability; (ii) Mr. Scarlata's
voluntary termination (upon ten days notice);
8
<PAGE>
(iii) the second anniversary of the date on which either Mr. Scarlata or RCPI
gives notice that the agreement shall terminate on that date; or (iv)
termination by RCPI for cause. In the event of termination by RCPI other than
pursuant to the two year notice provision or for cause, or if Mr. Scarlata
terminates voluntarily within 90 days of a change in opportunity, Mr. Scarlata
is entitled to continuation of his base salary and participation in RCPI's
welfare and retirement plans until he reaches age 55 or for two years, whichever
is longer, as well as professional outplacement assistance and continued office
and secretarial support and other perquisites for the duration of the severance
period. In the event that RCPI terminates the agreement pursuant to the two year
notice provision, Mr. Scarlata will be entitled to salary and benefits until he
reaches age 55. This agreement requires confirmation that Mr. Scarlata does not
and will not have any business relationship with RGI or its affiliates, and will
not become personally involved with real property or act as a principal in
connection with any transaction that involves RCPI.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The
Compensation Committee in 1994 consisted of Messrs. Ballard, Holloway and
Peterson. The present committee consists of Messrs. Holloway, Neidich and
Peterson. No officers of RCPI act as Directors.
COMPENSATION OF DIRECTORS. All Directors who are not affiliated
directly or indirectly with RGI ("Independent Director") are entitled to receive
annual retainers of $25,000 for service on the Board. Each of RCPI's current
Directors except Mr. Neidich received $25,000 pursuant to the retainer
arrangement in 1994. Effective December 6, 1994, Board members will receive
$1,000 for attendance at each meeting in excess of four meetings per annum.
Messrs. Holloway, Linneman, Murdoch and Peterson each received additional
attendance fees of $3,000 in 1994. Mr. Ballard received additional attendance
fees of $2,000 in 1994. In addition, the Chairman of the Board of Directors, so
long as that person is an Independent Director, will be paid a fee of $25,000
per year for services as Chairman in addition to regular fees for service as a
Director. Mr. Ballard received $25,000 for his services as Chairman in 1994.
Directors receive no other compensation from RCPI except as set forth below
under "INDEMNIFICATION" and "REIMBURSEMENT."
INDEMNIFICATION. The By-laws of RCPI provide that RCPI shall
indemnify, to the extent permitted by applicable law, its Directors, officers,
employees and agents against liabilities (including expenses, judgments, fines
and settlements) incurred by them in connection with any actual or threatened
action, suit or proceeding to which they are or may become parties and which
arises out of their status as Directors, officers, employees or agents. RCPI
maintains insurance which insures, within stated limits, the Directors and
executive officers against these liabilities.
REIMBURSEMENT. All Directors and executive officers are entitled to
receive reimbursement from RCPI for travel and other expenses incurred in
connection with their duties as Directors and executive officers of RCPI. During
1994 such reimbursements totalled $23,443.
TRANSACTIONS WITH MANAGEMENT AND THEIR ASSOCIATES
AND CERTAIN BUSINESS RELATIONSHIPS
For a description of the transactions in December 1994 between RCPI
and Goldman Sachs, of which Mr. Neidich is a partner, and Whitehall see
"Recommended Amendment to Article NINTH of the RCPI Charter-Goldman
Sachs/Whitehall Transaction" below.
ITEM 2-RECOMMENDED AMENDMENT TO ARTICLE NINTH OF THE RCPI CHARTER
BACKGROUND
In order for RCPI to qualify for the tax treatment accorded a real
estate investment trust (a "REIT") under the Internal Revenue Code of 1986, as
amended (the "Code"), not more than 50% of the outstanding shares of RCPI Common
Stock and other securities convertible into such shares may be owned directly or
indirectly, actually or constructively, by five or fewer individuals or certain
tax exempt entities during the last half of RCPI's taxable year, and the Common
Stock and such convertible securities must be owned by 100 or
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more persons during at least 335 days of a taxable year of 12 months or during a
proportionate part of a shorter taxable year. Article NINTH of the RCPI Charter
contains a restriction (the "Restriction") on transfers of shares of RCPI which
is designed to ensure that these requirements are met. The Restriction first
makes void any transfer of shares of Common Stock to any Person (defined to
include corporations and partnerships and other legal entities in addition to
individuals) if such transfer would cause any Person to Own (defined to include
ownership under the applicable attribution rules of the Code as well as
beneficial ownership as defined under Rule 13a-3 under the Securities Exchange
Act of 1934 as in effect on July 15, 1985) in excess of 9.8% (the "Limit") of
the outstanding shares of RCPI Common Stock. If, notwithstanding this provision,
any Person Owns more than 9.8% of the outstanding shares of RCPI Common Stock,
the shares in excess of 9.8% would constitute "Excess Shares". The purported
holder of the Excess Shares could not vote the Excess Shares, would not receive
dividends on the Excess Shares (dividends on Excess Shares would be placed in an
account for payment when those shares were no longer classified as Excess
Shares), and the Excess Shares would be subject to purchase by RCPI at their
market value as reflected in the latest market quotation or, if no quotations
are available, as determined in good faith by the Board of Directors. In
addition, if any Person knowingly Owns shares in excess of the Limit and RCPI
loses its REIT qualification under the Code or becomes a personal holding
company as a result of not satisfying the Code requirements described above,
that Person would be required to indemnify RCPI for the full amount of any
resultant damages and expenses. This liability might include increased corporate
taxes, attorneys' fees, and administrative costs.
The Restriction also gives the Board the authority to enforce the
Restriction by whatever means the Board, in its judgment, believes necessary.
GOLDMAN SACHS/WHITEHALL TRANSACTION
In December 1994 the Company issued to Goldman Sachs Mortgage Company
$150,000,000 aggregate principal amount of Floating Rate Notes due 2000 and to
Whitehall $75,000,000 aggregate principal amount of 14% Debentures due 2007 and
Warrants to acquire 4,155,927 shares of Common Stock exercisable at $5 per share
and 5,349,541 stock appreciation rights ("SARs") convertible into 14% Debentures
or, subject to compliance with the Restriction, 5,349,541 Warrants.
The SARs currently are exchangeable for a principal amount of 14%
Debentures determined on the basis of a formula based on the market prices of
the Common Stock during the 30 trading days preceding the date of exercise (if
all SARs had been exchanged for 14% Debentures on March 2, 1995, approximately
$5,259,000 aggregate principal amount of 14% Debentures would have been issued
in such exchange) or, if the RCPI Charter is amended to permit the holder
thereof to effect such exchange without violating the Restriction, for Warrants
on a one-for-one basis. The terms of the SARs provide that if the RCPI Charter
is amended to permit any holder of SARs to acquire Warrants without being
considered to Own Excess Shares within the meaning of the Restriction, all SARs
owned by such holders of SARs will be automatically exchanged for Warrants.
RECOMMENDATION OF BOARD
The recommended amendment to Article NINTH of the RCPI Charter is
designed to grant to the Board of Directors of RCPI the discretion to exempt
Ownership of shares by or transfers of shares to a Person or group of Persons
from the Limit or to modify the application of the Limit to a Person or group of
Persons in such manner as the Board of Directors deems appropriate. Mr. Neidich,
who is a partner of Goldman Sachs, did not participate in the Board's
consideration of the recommended amendment. The four members of the Board of
Directors who are unaffiliated with Goldman Sachs (Messrs. Holloway, Linneman,
Murdoch and Peterson) have been advised by counsel to RCPI, Messrs. Shearman &
Sterling, that modifying the application of the Limit to Whitehall and
affiliates of Whitehall including the entities described under "Security
Ownership of Certain Beneficial Owners" above to allow Whitehall to exchange the
SARs for Warrants will not cause RCPI to lose its REIT qualification under the
Code or become a personal holding company as a result of not satisfying the Code
requirements described under "Background" above and are unanimously of the view
that it would be in the best interests of the Company if the SARs were exchanged
for Warrants and not for 14% Debentures. If the recommended amendment is
approved these four Directors will, promptly after
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the filing in Delaware of the related Certificate of Amendment to the RCPI
Charter, exercise the discretion granted by the recommended amendment to the
Board to adopt a resolution permitting Whitehall to exchange the SARs for
Warrants and, upon the adoption of such a resolution, the SARs will
automatically be exchanged for Warrants with the result that the persons
described under "Security Ownership of Certain Beneficial Owners" above will be
considered to beneficially own approximately 19.9% of the Common Stock of RCPI
outstanding assuming exercise of all Warrants outstanding after such exchange.
These four members of the Board unanimously recommend that the stockholders of
RCPI vote "FOR" approval of the recommended amendment to Article NINTH of the
RCPI Charter.
TEXT OF CURRENT ARTICLE NINTH
The text of Article NINTH of the RCPI Charter as currently in effect
is reproduced as Appendix A to this Proxy Statement.
TEXT OF RECOMMENDED AMENDMENT
The following is the text of the recommended amendment to Article NINTH of
the RCPI Charter:
1. Insert after current subparagraph (E) of Article NINTH of the RCPI
Charter a new subparagraph (F) reading, in its entirety, as follows:
"(F) The Board of Directors may, in its discretion, exempt Ownership
of shares by or transfers of shares to a Person or group of Persons from
the Limit or modify the application of the Limit to Ownership of shares by
a Person or group of Persons in such manner as the Board of Directors deems
appropriate, including, but not limited to, by declaring that the Limit
shall not apply to Ownership by or transfers to such Person or Persons or
that the Limit shall be applied to Ownership by or transfers to such Person
or Persons as though a specified percentage in excess of 9.8% were
substituted for 9.8% in (A) (a) above. Such an exemption or modification
may be subject to such conditions and terms as the Board of Directors deems
appropriate."
and
2. Redesignate current subparagraph (F) of Article NINTH of the RCPI
Charter as subparagraph (G).
CONSEQUENCES OF APPROVAL BY RCPI STOCKHOLDERS OF RECOMMENDED AMENDMENT
If the recommended amendment is approved by the RCPI stockholders the
SARs held by Whitehall will be automatically converted into Warrants when the
related Certificate of Amendment to the RCPI Charter is filed in Delaware and
the four Directors of RCPI who are unaffiliated with Goldman Sachs adopt the
necessary implementing resolution (which will occur on the date of the 1995
Annual Meeting if the recommended amendment is approved at the 1995 Annual
Meeting by the RCPI stockholders) and the aggregate amount of Warrants held by
Whitehall will total 9,505,468. If all such Warrants were exercised RCPI would
receive cash proceeds of approximately $47,527,000 of which approximately
$26,748,000 would be attributable to the exercise of the Warrants issued upon
exchange of the SARs and Whitehall would own approximately 19.9% of the total
number of shares of Common Stock then outstanding. The Warrants are exercisable
at $5 per share.
CONSEQUENCES OF FAILURE TO APPROVE THE RECOMMENDED AMENDMENT
If the recommended amendment is not approved by the RCPI stockholders
at the 1995 Annual Meeting it may be reproposed, or a different amendment
designed to achieve the same effect may be proposed, at a subsequent Annual or
Special Meeting of RCPI stockholders. Whitehall may exchange the SARs for 14%
Debentures at any time until the recommended amendment or a different amendment
designed to achieve the same effect is approved by the RCPI stockholders and
filed in Delaware and the Board has adopted any
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necessary implementing resolution. As noted above, as of March 2, 1995 such an
exchange would have resulted in the issuance by RCPI to Whitehall of
approximately $5,259,000 aggregate principal amount of 14% Debentures and RCPI
would not have received any cash in connection with such issuance.
VOTE REQUIRED
Adoption of the recommended amendment to the RCPI Charter will require
the affirmative vote of the holders of at least 80% of the outstanding shares of
Common Stock of RCPI.
ITEM 3-RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to stockholder ratification, the Board of Directors, acting
upon the recommendation of the Audit Committee, has appointed the firm of Ernst
& Young LLP as the independent auditors of RCPI for the year 1995 and until
their successors are selected. The firm has acted as such auditors for RCPI
since RCPI's organization.
Ernst & Young LLP also serves as the independent auditors of the two
partnerships to which RCPI has made the Mortgage Loan (collectively, the
"Borrower") and RGI. The fees received by Ernst & Young LLP from the Borrower
and RGI and their affiliates for both auditing and nonauditing services during
the years prior to 1995 totalled, and are during 1995 expected to total,
substantially less than one percent of Ernst & Young LLP's total revenues for
such years.
Representatives of Ernst & Young LLP are expected to be present at the
1995 Annual Meeting. Such representatives will have the opportunity to make a
statement should they desire to do so and will be available to respond to
appropriate questions.
The Board of Directors unanimously recommends a vote "FOR" the
ratification of the appointment of Ernst & Young LLP as independent auditors for
RCPI for the 1995 fiscal year. If this resolution is not adopted, the Board will
reconsider its selection.
ITEM 4-A STOCKHOLDER'S PROPOSAL RELATING TO THE ADOPTION OF
CUMULATIVE VOTING
Mr. John J. Gilbert and/or Mrs. Margaret R. Gilbert whose address is
29 East 64th Street, New York, New York 10021-7043 who on the record date were
each owners of 200 shares of RCPI's Common Stock, and who have informed RCPI
that they represent an additional family interest of 200 shares, have notified
RCPI of their intention to present for action at the 1995 Meeting the following
resolution:
"RESOLVED: That the stockholders of Rockefeller Center
Properties, Inc., assembled in annual meeting in person and by
proxy, hereby request the Board of Directors to take the steps
necessary to provide for cumulative voting in the election of
directors, which means each stockholder shall be entitled to as
many votes as shall equal the number of shares he or she owns
multiplied by the number of directors to be elected, and he or
she may cast all of such votes for a single candidate, or any two
or more of them as he or she may see fit."
In support of this resolution, Mr. John Gilbert and Mrs. Margaret
Gilbert have submitted the following statement:
"REASONS: Continued strong support along the lines we
suggest were shown at the last annual meeting when 29%, 1,659
owners of 4,976,544 shares, were cast in favor of this proposal.
The vote against included 859 unmarked proxies.
"A law enacted in California provides that all state pension
holdings and state college funds, invested in shares must be
voted in favor of cumulative voting proposals, showing increasing
recognition of the importance of this democratic means of
electing directors.
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"The National Bank Act provides for cumulative voting.
Unfortunately, in many cases companies get around it by forming
holding companies without cumulative voting. Banking authorities
have the right to question the capability of directors to be on
banking boards. Unfortunately, in many cases authorities come in
after and say the director or directors were not qualified. We
were delighted to see that the SEC has finally taken action to
prevent bad directors from being on the boards of public
companies.
"We think cumulative voting is the answer to find new
directors for various committees. Additionally, some
recommendations have been made to carry out the Valdez 10 points.
"The 11th should be having cumulative voting and ending
stagger systems of electing directors, in our opinion.
"When Alaska became a state it took away cumulative voting
over our objections. The Valdez oil spill might have been
prevented if environmental directors were elected through
cumulative voting. Also, the huge derivative losses might have
been prevented with cumulative voting.
"Many successful corporations have cumulative voting. For
example, Pennzoil having cumulative voting defeated Texaco in
that famous case. Another example is Ingersoll-Rand, which has
cumulative voting and won two awards. In FORTUNE magazine it was
ranked second in its industry as "America's Most Admired
Corporations" and the WALL STREET JOURNAL TRANSCRIPT noted "on
almost any criteria used to evaluate management, Ingersoll-Rand
excels." Also, in 1994 they raised their dividend. We believe
that Rockefeller Center Properties should follow these examples.
"Maybe, if we had cumulative voting the stockholders
wouldn't have the continuous cutting of their dividend.
"If you agree, please mark your proxy for this resolution;
otherwise it is automatically cast against it, unless you have
marked to abstain."
THE DIRECTORS' STATEMENT IN OPPOSITION
The Board of Directors does not believe that cumulative voting for the
election of Directors would be in the interests of RCPI or its stockholders as a
whole.
The laws of most states, including those of Delaware, under whose laws
RCPI was organized, contain no requirement for cumulative voting. In compliance
with Delaware law, RCPI's By-laws have always provided that Directors are to be
elected by a plurality of the votes cast by the stockholders at a meeting called
for that purpose. Although under Delaware law the business and affairs of RCPI
must be managed by or under the direction of its Board of Directors, the device
of cumulative voting could have the effect of enabling a particular group of
stockholders to elect a particular Director to represent the special interests
of such group which might differ from those of RCPI or of the stockholders as a
whole. Any adoption of this device could foster discord and partisanship among
the Directors and tend to interfere with the effective administration of RCPI's
affairs in the best interests of all of the stockholders.
The Board of Directors believes that the maintenance of the present
system of electing Directors, whereby those Directors receiving a plurality of
votes cast by the stockholders as a whole are elected, will best enable the
Board to act for the benefit of RCPI and all of its stockholders.
The Board of Directors unanimously recommends a vote "AGAINST" this
proposal.
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ITEM 5-OTHER MATTERS
The Directors know of no other matters to be brought before the 1995
Annual Meeting. If matters other than the foregoing should arise at the 1995
Annual Meeting, it is the intention of the persons named in the accompanying
form of proxy to vote thereon according to their best judgment.
STOCKHOLDER PROPOSALS
RCPI welcomes comments or suggestions from its stockholders, including
any recommendation stockholders may have as to future Directors of RCPI. In the
event that a stockholder desires to have a proposal formally considered at the
1996 Annual Stockholders' Meeting, and included in the Proxy Statement for that
meeting, the proposal must be received in writing by the Secretary of RCPI on or
before December 1, 1995. Stockholders wishing to suggest nominees for the
Board's consideration for future elections should write to the Corporate
Secretary, Rockefeller Center Properties, Inc., 1270 Avenue of the Americas, New
York, New York 10020, stating in detail the proposed nominee's qualifications
and other relevant biographical information and providing an indication of the
proposed nominee's consent to accept nomination. RCPI's By-laws require that
written notice of the intent to make a nomination at a meeting of stockholders
must be received by the Secretary of RCPI not later than (i) with respect to an
election to held at an annual meeting of stockholders, 90 days prior to the
anniversary date of the immediately preceding annual meeting and (ii) with
respect to an election to be held at a special meeting of stockholders for the
election of directors, the close of business on the tenth day following the date
on which notice of such meeting is first given to stockholders. Each notice must
set forth: (a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of RCPI entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) the consent of each
nominee to serve as a director of the RCPI if so elected.
PROXY SOLICITATION
The costs of solicitation of the accompanying form of proxy are being
borne by RCPI. In addition to the solicitation of proxies by mail, proxies may
be solicited by D.F. King & Co., Inc. at a fee to RCPI estimated at $10,000 plus
out of pocket costs. Persons, such as brokers, nominees and fiduciaries, holding
stock in their names for others will be requested to forward proxy material to
the beneficial owners of shares held of record by them and will be reimbursed by
RCPI for their expenses in so doing.
INFORMATION AVAILABLE TO STOCKHOLDERS
The Annual Report to Stockholders for 1994, which includes financial
statements, is enclosed and forms a part of the material for the solicitation of
proxies.
Please complete, sign, and date the enclosed proxy card, which is
revocable as described herein, and mail it promptly in the enclosed, postage-
paid return envelope.
By order of the Board of Directors,
STEPHANIE LEGGETT YOUNG
VICE PRESIDENT & SECRETARY
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APPENDIX A
The following is the text of Article NINTH of the RCPI Charter as currently in
effect:
"NINTH: (A) So long as the Corporation has two or more
stockholders and subject to the terms and provision this
Article,
(a) Shares of stock of the Corporation shall not
be transferred to any Person (as defined in (C), below) if
such transfer would cause such Person to be the Owner (as
defined in (C), below) of more than 9.8% of the outstanding
shares (the "Limit") of the Corporation. Any transfer of
shares which would cause an accumulation of shares by any
Person in excess of the Limit shall be void and the intended
transferee of such shares shall acquire no rights in such
shares.
(b) No Person shall at any time be or become the
Owner of shares in excess of the Limit. If, notwithstanding
the provisions of (a) above, at any time a Person shall be
or become an Owner of shares of the Corporation in excess of
the Limit, those shares of the Corporation most recently
acquired by such Person which are in excess of the Limit,
including for this purpose shares deemed Owned through
attribution, shall constitute "Excess Shares". Excess Shares
shall have the following characteristics:
(1) The Owner of Excess Shares shall be
deemed to have transferred those shares to the
Corporation as trustee (the "Trustee") for the
benefit of such Person to whom such Owner shall
later transfer such shares provided that such
shares shall not be Excess Shares in the hands of
such Person;
(2) An interest in the trust holding such
Excess Shares shall be freely transferable by the
Owner thereof;
(3) Holders of Excess Shares shall not be
entitled to exercise any voting rights with
respect to such Excess Shares;
(4) Excess Shares shall not be deemed to be
outstanding for the purpose of determining a
quorum at the annual meeting or any special
meeting of stockholders;
(5) Any dividends or other distributions
with respect to Excess Shares which would have
been payable in respect of shares of the
Corporation had they not constituted "Excess
Shares" shall be accumulated by the Trustee and
deposited in a savings account in a New York bank
(which may be the Corporation's dividend
disbursing agent) for the benefit of, and be
payable to, the holder or holders of such shares
of the Corporation at such time as such Excess
Shares shall cease to be Excess Shares;
(6) Excess Shares shall be deemed to have
been offered for sale to the Corporation or its
designee at their fair market value for a period
of ninety (90) days from the date of (i) the
transfer of stock which made the shares Excess
Shares if the Corporation has actual knowledge
that such transfer creates Excess Shares as of the
date or transfer or (ii) if such transfer is not
actually known to the Corporation, the
determination by the Board of Directors in good
faith by resolution duly adopted that a transfer
creating Excess Shares has taken place. Fair
market value shall be determined as of the date of
(i) or (ii) above, and shall be the closing price
on the national stock exchange on which the shares
are listed; but if the shares are not listed on a
national stock exchange, then the bid price in the
over-the-counter market; but if the shares are not
traded in the over-the-counter market, then the
price as determined in good faith by the Board of
Directors.
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(c) If, notwithstanding the provisions of (a)
above, any Person shall knowingly Own shares in excess of
the Limit and the Corporation would have qualified
as a real estate investment trust ("REIT") or would not
have been a personal holding company but for the fact
that more than 50% of the value of its shares are held
by five or fewer individuals in the last half of the
taxable year in violation of the requirements of the
Internal Revenue Code (the "Code"), then that Person
and all legal entities which constitute that Person,
shall be jointly and severally liable for and shall pay
to the Corporation, such amount as will, after taking
account of all taxes imposed with respect to the
receipt or accrual of such amount and all costs
incurred by the Corporation as a result of the
Corporation losing its REIT qualification or being
deemed a personal holding company, put the Corporation
in the same financial position as it would have been
had it not lost such REIT qualification or become a
personal holding company (the "Indemnity"). If more
than one Person shall hold Excess Shares which cause
loss of REIT qualification, then all such Persons,
together with all legal entities which constitute any
of them, shall be jointly and severally liable, with
right of contribution, for the Indemnity. However, the
foregoing sentence shall not require that the
Corporation proceed against anyone or several of such
Persons or the legal entities which constitute them.
Should the loss of REIT qualification occur as
described above, then the Corporation may seek to have
its qualification restored for the next taxable year,
but shall not be required to do so. If the Corporation
either decides not to attempt to requalify for the
succeeding year, or is refused such requalification,
the Indemnity shall be applicable to all five taxable
years, or such longer or shorter period as successor
provisions of the Code shall require, until the
Corporation is again permitted to reelect to be taxed
as a REIT. Should the Corporation decide not to seek
qualification as a REIT at the end of such period, then
the Indemnity shall cease as of the end of the fifth
taxable year following loss of REIT status.
(d) All certificates evidencing ownership of
shares of the Corporation shall bear a conspicuous legend
describing the restrictions set forth in this Article.
(B) (a) If the Board of Directors shall at any time
determine in good faith, by resolution duly adopted, that a
transfer has taken place in violation of Section (A) (a) or
that a Person intends to acquire or has acquired Ownership
of any shares of the Corporation which, upon acquisition,
has or would become Excess Shares, the Board of Directors
may take such action as it deems advisable to prevent or to
refuse to give effect to such transfer or acquisition,
including but not limited to refusing to give effect to
such transfer or acquisition on the books of the
Corporation or instituting proceedings to enjoin such
transfer or acquisition.
(b) Each Person who enters into a transfer in
violation of Section (A) (a), or is or becomes the Owner of
Excess Shares, is obliged immediately to give or cause to be
given written notice thereof to the Corporation and to give
to the Corporation such other information as the Corporation
may reasonably require of such Person (1) with respect to
identifying all Owners and amount of Ownership of its
outstanding shares held directly or by attribution by such
Person, and (2) such other information as may be necessary
to determine the Corporation's status under the Code.
(C) For the purpose of determinations to be made under
this Article,
(a) A Person shall be considered to "Own", be the
"Owner" or have "Ownership" of shares if he is treated as
owner of such shares for purposes of Subchapter M, Part II
of the Code, including ownership by reason of the
application of the ownership provisions of Sections 542 and
544 of the Code or if such Person would have beneficial
ownership of such shares as defined under Rule 13a-3 under
the Securities Exchange Act of 1934 (the "Act") (all as in
effect on July 15, 1985); and
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(b) "Person" includes an individual, corporation,
partnership, estate, trust, association, joint stock company
or other entity and also includes a group as that term is
used for purposes of Section 13 (d) (3) of the Act but does
not include an underwriter participating in the initial
public offering of the Corporation's common stock for the
period of the initial distribution of such common stock
after the purchase by such underwriter of such common stock.
(c) In the case of an ambiguity in the
application of any of the provisions of (a) and (b) above,
the Board of Directors shall have the power to determine for
the purposes of this Article on the basis of information
known to it (i) whether any Person Owns shares, (ii) whether
any two or more individuals, corporations, partnerships,
estates, trusts, associations or joint stock companies or
other entities constitute a Person, and (iii) whether any of
the entities of (ii) above constitute a group.
(D) If any provision of this Article or any application of
any such provision is determined to be invalid by any federal or
state court having jurisdiction over the issues, the validity of
the remaining provisions shall not be affected and other
applications of such provisions shall be affected only to the
extent necessary to comply with the determination of such court.
(E) Nothing contained in this Article shall limit the
authority of the Board of Directors to take such other action as
they deem necessary or advisable to protect the Corporation and
the interests of its stockholders by preservation of the
Corporation's status as a REIT under the Code.
(F) Notwithstanding anything contained in this Certificate
of Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the then outstanding shares of common
stock of the Corporation then entitled to vote shall be required
to alter, amend, adopt any provision inconsistent with, or
repeal, this Article NINTH or any provision hereof."
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ROCKEFELLER CENTER PROPERTIES, Inc.
1270 Avenue of the Americas
New York, New York 10020
Proxy for Annual Meeting of Stockholders May 2, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Stephanie Leggett Young and Janet P. King,
jointly and severally, proxies for the undersigned with full power of
substitution, and hereby authorizes them to represent and to vote, in accordance
with the instructions on the reverse side of this card, all shares of the Common
Stock of the Company the undersigned is entitled to vote at the Annual Meeting
of Stockholders to be held on May 2, 1995, or at any adjournment thereof. The
proxies may vote in their discretion upon such other business as may properly be
brought before the meeting or any adjournment thereof.
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on the reverse side)
<PAGE>
Please mark your votes as this
The shares represented by this proxy will be voted as directed by the
stockholder. Where no voting instructions are given, the shares represented by
this Proxy will be voted FOR Items 1, 2 and 3 and AGAINST Item 4.
__________ _________
COMMON D.R.S.
RCPI Directors Recommend a Vote "FOR" Items 1 and 2.
Item 1-Election of Director, for a term of three years expiring at the 1998
Annual Meeting of Stockholders. Nominee: Peter D. Linneman.
FOR WITHHOLD
AUTHORITY
TO VOTE
FOR NOMINEE
Item 2-Approval of a recommended amendment to Article NINTH of RCPI's
Certificate of Incorporation.
FOR AGAINST ABSTAIN
RCPI's Directors Recommend a Vote "FOR" Item 3.
Item 3-Ratification of the appointment of Ernst & Young LLP as Independent
Auditors for the year 1995.
FOR AGAINST ABSTAIN
RCPI's Directors Recommend a Vote "AGAINST" Item 4.
Item 4-Stockholders' proposal relating to the adoption of cumulative voting.
FOR AGAINST ABSTAIN
If you plan to attend the Annual Meeting, please check this box and an admission
card will be sent to you.
Please mark, date and sign as your name appears opposite and return it in the
enclosed envelope. If acting as executor, administrator, trustee, guardian, etc.
you should so indicate when signing. If the signer is a corporation, please sign
full corporate name.
COMMENTS/ADDRESS CHANGE
Please mark this box if you have written comments/address change on the reverse
side. Receipt is hereby acknowledged of Rockefeller Center Properties, Inc.
Notice of Meeting and Proxy Statement.
Signature(s)__________________________________________ Date___________________
