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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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 16, 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, Amendment No. 4 thereto dated October 6,
1995, Amendment No. 5 thereto dated October 10, 1995 and Amendment No. 6
thereto dated October 12, 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 the Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the
following paragraph as a new numbered paragraph 12 immediately after
numbered paragraph 11 appearing therein:
12. On October 16, 1995, the Whitehall Investors, Tishman
Speyer, Rockefeller, Exor and Troutlet executed a letter
agreement in which they agreed that the Merger Proposal will
remain open until the close of business on Monday, October 23,
1995. A copy of the letter agreement is attached hereto as
Exhibit 15 and is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by inserting the
following paragraph as a new lettered paragraph (g) immediately after
lettered paragraph (f) appearing therein:
(g) On October 16, 1995, the Whitehall Investors,
Tishman Speyer, Rockefeller, Exor and Troutlet executed a
letter agreement in which they agreed that the Merger Proposal
will remain open until the close of business on Monday, October
23, 1995. A copy of the letter agreement is attached hereto
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as Exhibit 15 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
15 Letter Agreement, dated October 5
16, 1995, by and among Whitehall
Street Real Estate Limited
Partnership V, Goldman, Sachs &
Co., Goldman Sachs Mortgage
Company, Tishman Speyer
Properties, L.P., David
Rockefeller, Exor Group S.A. and
Troutlet Investments Corporation.
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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 18, 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 15
October 16, 1995
Tishman Speyer Properties, L.P.
David Rockefeller
Exor Group S.A.
Troutlet Investments Corporation
Reference is made to the Letter Agreements, dated October 1,
1995, as amended by the Letter Agreement, dated October 6, 1995, among
Whitehall Street Real Estate Limited Partnership V, Goldman, Sachs & Co.,
Goldman Sachs Mortgage Company, Tishman Speyer Properties, L.P. and David
Rockefeller, as further amended by the Letter Agreement, dated October 11,
1995, among the parties hereto (collectively, the "Investor Group Letter"),
relating to their proposal to acquire Rockefeller Center Properties, Inc.
Capitalized terms used herein but not otherwise defined herein shall have
the meanings ascribed thereto in the Investor Group Letter.
The parties hereto hereby agree as follows:
The Proposal, dated October 1, 1995, shall remain open until
the close of business on Monday, October 23, 1995 (subject to the terms and
conditions contained in the Proposal).
This letter may be executed in one or more counterparts, each
of which shall be an original and all of which, when taken together, shall
constitute one and the same instrument.
If the foregoing correctly sets forth the agreement reached
among the parties hereto with respect to the subject matter hereof, kindly
execute this letter in the space provided below, at which time this letter
shall serve
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as a binding and enforceable agreement among the parties hereto.
Very truly yours,
WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP V
GOLDMAN, SACHS & CO.
GOLDMAN SACHS MORTGAGE COMPANY
By: /s/ Daniel M. Neidich
Name:
Title:
ACCEPTED AND AGREED TO:
TISHMAN SPEYER PROPERTIES, L.P.
By: Tishman Speyer Properties, Inc.
its general partner
By: /s/ Jerry I. Speyer
Name:
Title:
/s/ David Rockefeller*
David Rockefeller
*By: /s/ Peter W. Herman
Peter W. Herman
Attorney-in-Fact
EXOR GROUP S.A.
By: /s/ Ernest Rubenstein
Ernest Rubenstein
Attorney-in-Fact
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TROUTLET INVESTMENTS CORPORATION
By: /s/ Andreas C. Dracopoulos
Andreas C. Dracopoulos
Attorney-in-Fact
