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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Rockefeller Center Properties, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
773102 10 8
(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004
(212)902-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 18, 1995
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
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Whitehall Street Real Estate Limited Partnership V, WH Advisors, L.P.
V, WH Advisors, Inc. V, The Goldman Sachs Group, L.P., and Goldman, Sachs &
Co. (collectively, the "Reporting Persons") hereby amend the report on
Schedule 13D, dated January 3, 1995, as amended by Amendment Number 1
thereto dated September 12, 1995 (the "Schedule 13D"), filed by the
Reporting Persons in respect of events occurring on December 29, 1994 with
respect to the Common Stock of Rockefeller Center Properties, Inc., a
Delaware corporation ("RCPI"), as set forth in this amendment. Capitalized
terms used but not defined herein shall have the meanings given such terms
in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the
following paragraph as a new numbered paragraph 7 immediately after
numbered paragraph 6 appearing therein:
7. On September 18, 1995, Goldman, Sachs & Co.,
Goldman Sachs Mortgage Company and Whitehall Street Real Estate
Limited Partnership V (collectively the "Whitehall Group")
submitted a letter to the Board of Directors of RCPI responding
to questions posed by RCPI's financial advisor concerning the
recapitilization and restructuring transaction involving RCPI
proposed by the Whitehall Group on September 11, 1995. A copy
of the letter (including Exhibits but excluding Attachments) is
attached hereto as Exhibit 9, and is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the
following immediately at the end thereof:
Exhibit No. Exhibit Page
9 Letter, dated September 18, 1995, 4
from Goldman, Sachs & Co.,
Goldman Sachs Mortgage Company
and Whitehall Street Real Estate
Limited Partnership V, to the
Board of Directors of Rockefeller
Center Properties, Inc. (including
Exhibits but excluding Attachments).
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SIGNATURE
After reasonable inquiry and to our best knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: September 19, 1995
WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP V
By: WH Advisors, L.P. V, General Partner
By: WH Advisors, Inc. V,
General Partner
By: /s/ Ralph Rosenberg
Name: Ralph Rosenberg
Title: Vice President
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Exhibit 9
WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP V
WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP VI
PERSONAL AND CONFIDENTIAL
September 18, 1995
Board of Directors
Rockefeller Center Properties, Inc.
1270 Avenue of the Americas, Suite 2410
New York, NY 10020
Attention: Dr. Peter Linneman
Chairman
Gentlemen:
Enclosed is our response to the questions posed by your financial advisor
concerning specific details of our proposal. We believe that it is obvious
that our transaction offers the greatest value for RCPI and its shareholders
compared to other proposals. Moreover, we are prepared to work with the Board
to develop the optimal technical structure for this transaction within the
framework of the economic terms we have proposed.
Our proposal offers numerous important advantages for the shareholders of
RCPI, including:
Higher Price
Less Dilution
Shareholder Participation
Honors Existing Agreements
Few Conditions
Quicker Funding
We respectfully request an opportunity to meet with the Board of Directors and
its advisors to discuss our proposal in person with you to review its
advantages and to meet any concerns or objections which you may have. We are
confident that after a careful review of RCPI's alternatives, you will select
our proposal as the one most beneficial to shareholders.
Sincerely,
/s/ Daniel Neidich
Daniel Neidich
(on behalf of Goldman, Sachs & Co.
Goldman Sachs Mortgage Company
and Whitehall Real Estate Limited Partnership V)
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Requested Clarification to Offer to RCPI
dated September 11, 1995 by
Whitehall Street Real Estate Limited Partnership V
1. Describe and provide a schematic of the structure of RCPI or Newco at
each point during and after the merger.
The recapitalization proposal outlined in our letter to the Board of
Directors of RCPI, dated September 11, 1995 (the "Proposal"),
contemplates the merger structure set forth below. However, we
remain amenable to effecting the Proposal without a merger, should
the Board so desire, or through other means that the Board may
contemplate. In addition, if the Board would so prefer, we would be
willing to conduct the Rights Offering (as defined below)
simultaneously with the solicitation of shareholder approval of the
transaction.
Step 1: Whitehall establishes a wholly owned Delaware subsidiary,
Newco.
Step 2: Whitehall and its affiliates and RCPI execute definitive
agreements.
Step 3: RCPI circulates a proxy statement seeking shareholder
approval of the merger of Newco with RCPI (the "Merger").
Step 4: Assuming shareholder approval of the Merger, RCPI
commences immediately (one business day following the
shareholder approval) the $100 million rights offering
(the "Rights Offering") at $6.50 a share. The Rights
Offering remains open for 30 days.
Step 5: Whitehall contributes $100 million to Newco.
Step 6: The Merger occurs. Simultaneous with the Merger, (a) the
Rights Offering will close and the surviving company in
the Merger will issue the shares pursuant to the Rights
Offering either to existing shareholders of RCPI, a
combination of existing shareholders of RCPI and
Whitehall, or if no existing shareholders of RCPI
participate in the Rights Offering, to Whitehall, and (b)
Whitehall will contribute to the surviving company in the
Merger the funds necessary to fulfill its obligations as a
stand-by purchaser under the Rights Offering.
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Step 7: At the time of the Merger, the up to approximately $116
million outstanding principal amount under the GSMC loan
and the $213 million of RCPI's Current Coupon Convertible
Debentures due 2000 could be repaid, and any new
financing, as described in the Proposal, could be
consummated. Alternatively, RCPI could complete the
refinancing subsequent to the Merger, if market
conditions suggest this would be preferable.
Exhibit A hereto is a chart that sets forth the equity ownership
of stockholders of RCPI (other than Whitehall) and of Whitehall under
three different scenarios.
Please see Attachment I for a diagram of the Merger.
2. What are the "market covenants" Whitehall proposes for the 14%
Debentures?
The covenants in the 14% Debenture document are market covenants, and
were negotiated at a time when RCPI 1) owned, as its sole asset, a
sub-performing mortgage security, and 2) faced tremendous uncertainty
with respect to its financial viability. The proposed transaction will
result in strong equity sponsorship of RCPI. The equity sponsorship,
coupled with RCPI's anticipated ownership of the property, allows for
greater flexibility in modifying these covenants if we reach an agreement
with you. Please see Attachment II for our proposed mark-up of the
existing loan covenants contained in the existing Debenture Purchase
Agreement to accommodate our proposed transaction. As for the mortgage
"property level" covenants, Whitehall is prepared to accept what is
negotiated in the mortgage documents with the new mortgage lender.
3. Please provide subordination language with respect to the 14%
Debentures.
Please see Attachment III, which is the form of Intercreditor Agreement
pursuant to which Whitehall subordinates its 14% Debentures to
Goldman Sachs Mortgage Company's senior notes. We would propose this
as the basis for the subordination of the 14% Debentures to the new
financing.
4. Does Whitehall plan to sell any or all of the twelve buildings in the
next few years?
No, Whitehall does not have any such plan.
5. If Whitehall plans to sell any or all of the buildings, what is the
proposed timing and proceeds recognition schedule?
Not applicable.
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6. What is Whitehall's strategy with respect to negotiations with RGI
for a consensual foreclosure?
Whitehall expects that the Board of Directors of RCPI will develop a
strategy in consultation with Whitehall for a quick, consensual
foreclosure.
7. Do you plan to include parties in addition to Whitehall in your
investment group?
Our Proposal contemplates that all existing shareholders of RCPI will
have the opportunity to participate with Whitehall in this investment
through the Rights Offering. We do not require additional investors,
although we would consider adding investors who bring strategic
benefits to RCPI.
8. Will you immediately suspend or modify your cash flow sweep
requirements under the two existing loan facilities?
Upon consummation of the Proposal, the cash flow sweep would be
eliminated from the Debenture Purchase Agreement, dated as of
December 18, 1994, between RCPI and Whitehall, and would not exist
with respect to the GSMC loan if the GSMC loan is repaid. Until that
time, our Proposal does not contemplate any modifications to the cash
flow sweep requirements in our two existing loan facilities.
However, as you know, in our letter to RCPI, dated August 28, 1995 (a
copy of which is attached as Exhibit B), GSMC offered to waive the
$33 million cash flow sweep prepayment which was due on September 1,
1995, in order to give RCPI additional time to consider its
alternatives and to avoid fees and other costs and restrictions in
connection with the interim financing arrangements negotiated with
the Zell group. GSMC is prepared to lend the Company an additional
$33 million under the GSMC Loan Agreement to replace the funds paid
to GSMC in that sweep.
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9. Explain your fee and expense estimates with respect to both the
equity and debt financings.
Stock Purchase: No Fee
Rights Offering: 3% of Commitment ($3,000,000). We expect that all
of the rights will be exercised, in which case no
additional fees would be payable. If, however, any
rights are not exercised, Whitehall would purchase
the shares for which rights are not exercised, and
Whitehall will be entitled to a take-up fee equal
to 3% of the aggregate purchase price of those
shares.
Debt Financing: For acting as financial advisor in connection with
the issuance of the new debt contemplated by our
Proposal, GS would receive an advisory fee equal to
1% of the aggregate principal amount of such new
debt. We do not plan to purchase the new debt for
our own account. See Question 16.
Expense Estimate: $1,000,000
10. What fees will Goldman charge to serve as financial advisor to RCPI
for the new financing?
The only fees that we contemplate in connection with our Proposal are
set forth in the answer to Question 9.
11. Will current or future warrants receive dividends?
There would be no change in the existing Warrant Agreement with
respect to dividends.
12. What dividend policy and payments do you project?
We expect that the Board of Directors will determine dividend policy
and payments in light of all the circumstances. Accordingly, we have
not projected any particular dividend policy, although of course we
expect the Company to retain REIT status.
13. How do you plan to position the Whitehall proposal for the required
shareholder vote?
See Question 1.
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14. At what interest rates do you expect to finance the $350 million or
$625 million debt pieces?
We expect that the new debt financing would be raised at the interest
rate and on the terms then prevailing in the market. Based on
current market conditions, we would expect the interest rate on such
new debt, if issued today, would be LIBOR + 250 basis points or less.
15. Will Whitehall principal the new debt?
No. However, see Question 16.
16. If GSMC will principal the new financing, what interest rate and fees
does it expect to charge?
GSMC has no plans to principal the new debt financing. GSMC would
consider offering to principal the new debt on market terms, for
customary fees, at the request of the Company. We expect the Company
to obtain the best financing available to it in the market at the
time any financing is completed.
Moreover, our Proposal is not conditioned on any financing or
refinancing, all of which could be completed after closing at the
discretion of the Company in light of then existing market
conditions.
17. Please explain the "without regard to the principles of conflict of
laws" statement in Section 7.
The purpose of the clause is to ensure that the substantive laws of the
State of New York will always govern the letter. The clause means that
in the event the conflicts of law principles of the State of New York
were to require the application of the substantive laws of another
jurisdiction, the conflicts of law principles would be disregarded
and the substantive laws of the State of New York would govern the
letter.
18. Are warrants defined as "equity securities"?
Warrants are included in the term "equity securities" as it is used
in the Proposal.
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19. With respect to Whitehall Board seats, will Whitehall relinquish all
Board representation rights if it sells all of its stock but retains
warrants?
No. As you know, Whitehall currently has the right to Board
representation based on its ownership of warrants. Under our
Proposal, we would expect to continue to have Board representation
approximately equal to our percentage ownership in the Company on a
fully diluted basis.
20. Will the new debt amortize in proportion to the accretion of the zero
coupon bonds?
We expect that the new debt will amortize in proportion to the
accretion of the zero coupon bonds, since that will reduce the
Company's financing cost and avoid any increase in the overall
leverage of the Company. However, the amortization schedule of the
new debt will be determined based on market conditions and
negotiations with the new lender.
21. When do you expect to close the Stock Purchase and Rights Offering?
As soon as practicable. We would anticipate that the closing would
probably occur approximately 80 days following the execution of
definitive documents (30 days to prepare the documents, file them with
the SEC and have them cleared, 20 days to solicit shareholder approval
and 30 days to conduct the Rights Offering).
22. Will Whitehall receive anti-dilution protection in the future only to
the extent that new equity securities are issued at a price below the
then fair market value of the securities issued?
Upon consummation of the Proposal, our anti-dilution protection would
be amended so that the sale of securities at market value would not
trigger the application of the anti-dilution protection. The anti-
dilution provisions would continue to protect us against below market
issuances, stock dividends, stock splits and the other circumstances
now covered by those provisions.
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<PAGE> 7
23. Will Whitehall receive a 6% fee on the Take-up Shares (3% on New
Shares plus 3% on Take-up Shares)?
Yes. To the extent the existing shareholders of RCPI neither exercise
their rights nor sell them to others who would exercise, Whitehall would
purchase the shares for which rights are not exercised and would be
entitled to a 3% Take-up fee. Please note that our Proposal contemplates
free transferability and trading of the rights. See Question 9.
24. Why does Whitehall request that RCPI waive its "excess shares"
provisions?
Our Proposal contemplates that the "excess share" provision will not
apply in the context of the Merger, and that in the future, the
Company will have a standard "excess share" provision -- one that
permits the Board of Directors to waive the "excess share" provision
with respect to any persons or transactions so long as such waiver
does not adversely affect the REIT status of the entity.
25. Would Whitehall defer the September 22, 1995 expiration of the letter
agreement?
We would be pleased to consider extending the expiration date at the
request of the Company.
26. Other Comments.
We note that the additional warrants contemplated by our Proposal
under the anti-dilution provisions of our Warrant Agreement would
have an exercise price of $6.50, and therefore would be less dilutive
to the shareholders and much less valuable than new warrants issued at
a lower price.
Further, we note that the 14% Debentures provide several advantages
to the Company compared to short-term floating rate debt. The
Debentures have a 12-year term, a fixed interest rate, a pay-in-kind
feature, are subordinated to certain other debt, and require no fees.
All of these considerations benefit the shareholders compared to
short-term floating rate debt.<PAGE>
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EXHIBIT A
Summary Fully-Diluted Ownership Table
<TABLE>
<CAPTION>
Public Exercises/ Public and
Whitehall Does Whitehall both Public does not
Current Ownership Not Exercise Exercise
<S> <C> <C> <C> <C>
Public 80.1% 63.7% 63.7% 45.5%
Whitehall
Common 0.0% 18.3% 18.3% 36.5%
Warrants 19.9% 18.0% 18.0% 18.0%
Total Whitehall 19.9% 36.3% 36.3% 54.5%
Total 100.0% 100.0% 100.0% 100.0%
</TABLE>
<PAGE>
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Case #1: Public Exercises/Whitehall Does Not Exercise
(all numbers in $000's)
<TABLE>
<CAPTION>
Existing Ownership Proposed Transaction
Fully Diluted
# Warrants # Warrants Fully
Shares @$5.00 # % Shares @$6.50<F1> Diluted
<S> <C> <C> <C> <C> <C> <C> <C>
Public 38,261 0 38,261 80.10% 15,385 0 15,385
Whitehall 0 9,505 9,505 19.90% 15,385 5,647 21,032
Total 38,261 9,505 47,766 100.00% 30,769 5,647 36,417
Total-After Implementation of Transaction
Shares Warrants Fully Diluted
# % # %
<S> <C> <C> <C> <C> <C>
Public 53,645 77.71% 0 53,645 63.72%
Whitehall 15,385 22.29% 15,153 30,538 36.28%
Total 69,030 100.00% 15,153 84,183 100.00%
<FN>
<F1>
* Issued pursuant to antidilution provisions of Warrant Agreement dated December 19, 1994
between Whitehall and RCPI under which RCPI is obligated to maintain Whitehall's
warrant position at 19.9% on a fully-diluted basis. In our Proposal, Whitehall would
accept a voluntary reduction in the percentage of its warrant position to 18.0%.
Whitehall would receive no additional warrants as a result of it being a purchaser of
additional shares of common stock.
</FN>
</TABLE>
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Case #2: Public Exercises/Whitehall Exercises
(all numbers in $000's)
<TABLE>
<CAPTION>
Existing Ownership Proposed Transaction
Fully Diluted
# Warrants # Warrants Fully
Shares @$5.00 # % Shares @$6.50<F1> Diluted
<S> <C> <C> <C> <C> <C> <C> <C>
Public 38,261 0 38,261 80.10% 12,323 0 12,323
Whitehall 0 9,505 9,505 19.90% 18,446 5,647 24,094
Total 38,261 9,505 47,766 100.00% 30,769 5,647 36,417
Total-After Implementation of Transaction
Shares Warrants Fully Diluted
# % # %
<S> <C> <C> <C> <C> <C>
Public 50,584 73.28% 0 50,584 60.09%
Whitehall 18,446 26.72% 15,153 33,599 39.91%
Total 69,030 100.00% 15,153 84,183 100.00%
<FN>
<F1>
* Issued pursuant to antidilution provisions of Warrant Agreement dated December 19, 1994
between Whitehall and RCPI under which RCPI is obligated to maintain Whitehall's
warrant position at 19.9% on a fully-diluted basis. In our Proposal, Whitehall would
accept a voluntary reduction in the percentage of its warrant position to 18.0%.
Whitehall would receive no additional warrants as a result of it being a purchaser of
additional shares of common stock.
</FN>
</TABLE>
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Case #3: Public Does Not Exercise
(all numbers in $000's)
<TABLE>
<CAPTION>
Existing Ownership Proposed Transaction
Fully Diluted
# Warrants # Warrants Fully
Shares @$5.00 # % Shares @$6.50<F1> Diluted
<S> <C> <C> <C> <C> <C> <C> <C>
Public 38,261 0 38,261 80.10% 0 0 0
Whitehall 0 9,505 9,505 19.90% 30,769 5,647 36,417
Total 38,261 9,505 47,766 100.00% 30,769 5,647 36,417
Total-After Implementation of Transaction
Shares Warrants Fully Diluted
# % # %
<S> <C> <C> <C> <C> <C>
Public 38,261 55.43% 0 38,261 45.45%
Whitehall 30,769 44.57% 15,153 45,922 54.55%
Total 69,030 100.00% 15,153 84,183 100.00%
<FN>
<F1>
* Issued pursuant to antidilution provisions of Warrant Agreement dated December 19, 1994
between Whitehall and RCPI under which RCPI is obligated to maintain Whitehall's
warrant position at 19.9% on a fully-diluted basis. In our Proposal, Whitehall would
accept a voluntary reduction in the percentage of its warrant position to 18.0%.
Whitehall would receive no additional warrants as a result of it being a purchaser of
additional shares of common stock.
</FN>
</TABLE>
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EXHIBIT B
PERSONAL AND CONFIDENTIAL
August 28, 1995
Board of Directors
Rockefeller Center Properties, Inc.
1270 Avenue of the Americas
New York, New York 10020.
Attention: Dr. Peter Linneman
Chairman
Gentlemen:
We are prepared to waive the mandatory principal prepayment due September 1
in order to give you additional time to consider your alternatives and to
avoid fees and other costs and restrictions in connection with the $33
million interim financing you have negotiated with the Zell Group.
We believe that the equityholders of RCPI would be better off if RCPI
obtained a waiver of the Prepayment from GSMC and thereby avoided the
conditions and fees required in the Zell Loan Transaction. Therefore,
subject to your satisfying the conditions set forth in the attached form,
GSMC is prepared to waive the Prepayment in exchange for a $500,000 waiver
fee, which fee will be added to the balance of the GSMC loan.
As always, we remain eager to work with the Board constructively to help
RCPI solve its liquidity problems while honoring its obligations.
As we indicated to you in our letter of August 11, 1995, we believe that
the entire Zell recapitalization plan that formed the basis of the Zell
Letter of Intent and is summarized in the Form 8-K is not in the best
interests of the equityholders of RCPI. Please note that the GSMC waiver
is not conditioned in any way on any action by RCPI
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respecting the Zell recapitalization plan. However, we hope that by
relieving the time pressure created by the Prepayment, the waiver will help
the Board to develop a financing plan that is in the best interests of the
equityholders of RCPI and complies with all of RCPI's obligations.
Sincerely,
GOLDMAN, SACHS & CO.
on behalf of itself,
GOLDMAN SACHS MORTGAGE COMPANY and
WHITEHALL REAL ESTATE LIMITED
PARTNERSHIP V
/s/ Goldman, Sachs & Co.
________________________________________
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WAIVER
Goldman Sachs Mortgage Company ("GSMC") hereby agrees to waive the
obligation of Rockefeller Center Properties, Inc. ("RCPI") to make the
$33.7 million mandatory principal prepayment (the "Prepayment") due to GSMC
on September 1 under Section 2.05(b) of the Loan Agreement, dated as of
December 18, 1994, between RCPI and GSMC (the "GSMC Loan Agreement") on the
following conditions: (a) RCPI does not consummate the loan and share
issuance transactions contemplated by the Investment Agreement, dated
August 18, 1995, between Zell/Merrill Lynch Real Estate Opportunity
Partners Limited Partnership III and RCPI (the "Investment Agreement") or
any similar transaction (and thereby terminates the Investment Agreement),
(b) RCPI waives its right under the various agreements entered into between
RCPI and Goldman, Sachs & Co., GSMC and Whitehall Street Real Estate Limited
Partnership V (together, the "Whitehall Group") to borrow up to $10 million
for working capital needs, and (c) RCPI agrees to pay to GSMC $500,000 as a
waiver fee, which fee shall be added to the balance of the GSMC loan.
The waiver granted hereby does not constitute a waiver of any other
provision of, or the obligation of RCPI to make any other payments under,
the GSMC Loan Agreement or any agreement entered into between RCPI and any
member of the Whitehall Group.
Please indicate your agreement to have GSMC waive the Prepayment on the
terms set forth in this waiver by signing below in the space indicated and
returning a copy of the executed waiver.
Sincerely,
GOLDMAN, SACHS & CO. on Agreed and Accepted:
behalf of itself, GOLDMAN
SACHS MORTGAGE COMPANY and ROCKEFELLER CENTER
WHITEHALL REAL ESTATE PROPERTIES, INC.
LIMITED PARTNERSHIP V
/s/ Goldman, Sachs & Co.
____________________________ ____________________
