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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Rockefeller Center Properties, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
773102 10 8
(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 9, 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
("Whitehall"), WH Advisors, L.P. V, WH Advisors, Inc. V, The Goldman Sachs
Group, L.P., and Goldman, Sachs & Co. ("GS&Co") (collectively, the
"Reporting Persons") hereby amend the report on Schedule 13D, dated
January 3, 1995, as amended by Amendment No. 1 thereto dated September 12,
1995, Amendment No. 2 thereto dated September 19, 1995, Amendment No. 3
thereto dated October 6, 1995 and Amendment No. 4 thereto dated October 6,
1995 (the "Schedule 13D"), filed by the Reporting Persons in respect of the
Common Stock of Rockefeller Center Properties, Inc., a Delaware corporation
("RCPI"), as set forth in this Amendment. Capitalized terms used but not
defined herein shall have the meanings given such terms in the Schedule
13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the
following paragraph as a new numbered paragraph 11 immediately after
numbered paragraph 10 appearing therein:
11. On October 9, 1995, the Whitehall Investors,
together with Tishman Speyer and Rockefeller, submitted a
letter regarding their proposal to the Board of Directors of
RCPI. The letter is attached hereto as Exhibit 13 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
13 Letter, dated October 9, 1995, 4
from Goldman, Sachs & Co.,
Goldman Sachs Mortgage Company,
Whitehall Street Real Estate
Limited Partnership V, Tishman
Speyer Properties, L.P. and David
Rockefeller, to the Board of
Directors of Rockefeller Center
Properties, Inc.
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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: October 10, 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 13
October 9, 1995
Board of Directors
Rockefeller Center Properties, Inc.
1220 Avenue of the Americas, Suite 2410
New York, NY 10020
Attention: Dr. Peter D. Linneman
Chairman
Gentlemen:
As you know, our October 1, 1995 proposal to acquire all of the
outstanding shares of Rockefeller Center Properties, Inc. ("RCPI") for
$7.75 per share, is conditioned upon RCPI having only certain specified net
liabilities at closing, including those to be assumed in connection with
the Chapter 11 Plan for Rockefeller Center Properties (the "Plan").
You have now advised us that there are an additional $14
million in net liabilities at RCPI plus additional uncertain, substantial
and open-ended liabilities that are the subject of negotiations among the
Chapter 11 debtors, Rockefeller Group, Inc. and RCPI in connection with the
Plan. Under our proposal, this would require a downward price adjustment.
We understand that your Board will not be meeting until Monday,
October 16 to consider our proposal. Accordingly, we are hereby extending
our proposal until the close of business on Monday, October 16, 1995
(subject to the terms and conditions contained therein). If we are to
reach an agreement on an acceptable price based on the new information
concerning potential liabilities, we need to meet with you and your
principals promptly in the hope that we will be able to conclude our
negotiations by the time of
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your Board meeting. We will be contacting you shortly to arrange for an
appropriate time to meet.
Sincerely,
/s/ Daniel M. Neidich
Daniel M. Neidich
(on behalf of Goldman, Sachs &
Co., Goldman Sachs Mortgage
Company and Whitehall Street Real
Estate Limited Partnership V)
/s/ David Augarten
David Augarten
(on behalf of Tishman Speyer
Properties, L.P.)
/s/ David Rockefeller
David Rockefeller*
*By: /s/ Peter W. Herman
Peter W. Herman
Attorney-in-Fact
