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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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)
May 29, 1996
(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., Goldman, Sachs & Co. ("GS&Co"), RCPI Holdings Inc. ("RCPI
Holdings") and RCPI Merger Inc. ("RCPI Merger") 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,
Amendment No. 6 thereto dated October 12, 1995, Amendment No. 7 thereto
dated October 18, 1995, Amendment No. 8 thereto dated November 9, 1995,
Amendment No. 9 thereto dated February 20, 1996 and Amendment No. 10
thereto dated May 3, 1996 (the "Schedule 13D"), filed 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.
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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 paragraphs as new lettered paragraphs (p) and (q) immediately
after lettered paragraph (o) appearing therein:
(p) On May 29, 1996, RCPI, RCPI Holdings, RCPI Merger,
Whitehall, Rockprop, Rockefeller, Exor and Troutlet entered
into Amendment No. 3 to the Agreement and Plan of Merger
amending the terms of the Merger Agreement, as amended by
Amendment No. 1 to the Merger Agreement and Amendment No. 2 to
the Merger Agreement. A copy of Amendment No. 3 to the Merger
Agreement is attached hereto as Exhibit 26 and is incorporated
herein by reference.
(q) On May 29, 1996, RCPI and GSMC entered into
Amendment No. 3 to the Supplemental Agreement amending the
terms of the Supplemental Agreement, as amended by Amendment
No. 1 to the Supplemental Agreement and Amendment No. 2 to the
Supplemental Agreement, to conform to the terms of the Merger
Agreement as amended by Amendments No. 1, No. 2 and No. 3 to
the Merger Agreement. A copy of Amendment No. 3 to the
Supplemental Agreement is attached hereto as Exhibit 27 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
26 Amendment No. 3 to the 6
Agreement and Plan of Merger,
dated as of May 29, 1996, among
Rockefeller Center Properties,
Inc., RCPI Holdings Inc., RCPI
Merger Inc., Whitehall Street
Real Estate Limited Partnership
V, Rockprop, L.L.C., David
Rockefeller, <PAGE>
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Exor Group S.A., Troutlet
Investments Corporation and, for
the purposes of Section 2 only,
Goldman Sachs Mortgage Company.
27 Amendment No. 3 to the 13
Supplemental Agreement, dated May
29, 1996, between Rockefeller
Center Properties, Inc. and
Goldman Sachs Mortgage Company.
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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: May 31, 1996
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 26
AMENDMENT NO. 3
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 3, dated as of May 29, 1996, among ROCKEFELLER
CENTER PROPERTIES, INC., a Delaware corporation ("RCPI"), WHITEHALL STREET
REAL ESTATE LIMITED PARTNERSHIP V, a Delaware limited partnership
("Whitehall"), ROCKPROP, L.L.C., a Delaware limited liability company
("Rockprop"), DAVID ROCKEFELLER ("Rockefeller"), EXOR GROUP S.A., a
Luxembourg investment holding company ("Exor"), TROUTLET INVESTMENTS
CORPORATION, a British Virgin Islands private company ("Troutlet," and
together with Whitehall, Rockprop, Rockefeller and Exor, the "Investors"),
RCPI HOLDINGS INC., a Delaware corporation ("Parent"), RCPI MERGER INC., a
Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), to
the Agreement and Plan of Merger, dated as of November 7, 1995, as amended
by Amendment No. 1 thereto, dated as of February 12, 1996, and Amendment
No. 2 thereto, dated as of April 25, 1996 (the "Merger Agreement"), among
RCPI, Parent, Sub and the Investors.
WHEREAS, the parties hereto desire to amend the Merger
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:
1. Defined Terms; Section References.
Capitalized terms used herein but not otherwise defined herein
shall have the respective meanings ascribed thereto in the Merger
Agreement. Unless otherwise indicated, all section references herein are
to Sections of the Merger Agreement.
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2. GSMC Loans.
a. Section 4.4(b) shall be amended by adding the following
language immediately after the words "plus (D) $1.7 million to pay
Permitted Expenses if the Closing Date shall not have occurred on or before
April 30, 1996,":
"plus (E) $8.7 million to pay Permitted Expenses if the Closing
Date shall not have occurred on or before May 31, 1996,".
b. Section 4.4(b) shall be further amended by replacing the
word "and" immediately prior to clause (3) with a "," and adding the
following language at the end of the first sentence:
"and (4) of the amount described in clause (E), an amount
sufficient to pay all interest that will become due from RCPI
to Whitehall and GSMC on or before June 30, 1996 shall be
available only to pay such interest."
c. Section 4.4(b) shall be further amended by replacing the
words "May 31, 1996" in the proviso in the second sentence thereof with the
words "June 30, 1996."
3. Certain Bankruptcy-related Matters.
The final sentence of Section 4.2(h)(i) shall be revised by
deleting the words "May 31, 1996" and replacing such words with the words
"June 30, 1996."
4. Termination Date.
Section 6.1(d) shall be amended by deleting the words "May 31,
1996" from the first clause thereof, and replacing such words with the
words "June 30, 1996."
5. Schedule A
Schedule A to the Merger Agreement shall be amended to include
the cash flow projections for RCPI set forth on Schedule 1 hereto.
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6. Additional Matter
As of the date hereof, none of the Investors has actual
knowledge of the occurrence of a material adverse change in the financial
condition of RCPI or the financial or physical condition of the Property
since December 31, 1994 within the meaning of Section 5.2(c).
7. Miscellaneous.
a. This Amendment No. 3 shall be governed by and construed
in accordance with the laws of the State of New York (other than its rules
of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby); provided, however, that
with respect to matters of corporate law, the DGCL shall govern.
b. Except as amended hereby, the Merger Agreement shall in
all respects continue in full force and effect.
c. This Amendment No. 3 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.
IN WITNESS WHEREOF, each of the parties has signed or caused
this Agreement to be signed as of the date first above written.
ROCKEFELLER CENTER PROPERTIES, INC.
By: /s/ Richard M. Scarlata
Name: Richard M. Scarlata
Title: President and Chief Executive Officer
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RCPI HOLDINGS INC.
By: /s/ Ralph F. Rosenberg
Name: Ralph F. Rosenberg
Title: Vice President
RCPI MERGER INC.
By: /s/ Ralph F. Rosenberg
Name: Ralph F. Rosenberg
Title: Vice President
WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP V
By: W.H. Advisors L.P. V,
General Partner
By: WH Advisors, Inc. V,
General Partner
By: /s/ Ralph F. Rosenberg
Name: Ralph F. Rosenberg
Title: Vice President
ROCKPROP, L.L.C.
By: Tishman Speyer Crown Equities
its Managing Member
By: Tishman Speyer Associates Limited
Partnership, General Partner
By: /s/ Jerry I. Speyer
Name: Jerry I. Speyer
Title: General Partner
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By: TSE Limited Partnership, General
Partner
By: /s/ Charles H. Goodman
Name: Charles H. Goodman
Title: General Partner
/s/ David Rockefeller*
David Rockefeller
*By: /s/ Peter W. Herman
Peter W. Herman
Attorney-in-Fact
EXOR GROUP S.A.
By: /s/ Ernest Rubenstein
Name: Ernest Rubenstein
Title: Attorney-in-Fact
TROUTLET INVESTMENTS CORPORATION
By: /s/ Squire N. Bozorth
Name: Squire N. Bozorth
Title: Attorney-in-Fact
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For Purposes of Section 2 hereof only:
GOLDMAN SACHS MORTGAGE COMPANY
By: Goldman Sachs Real Estate Funding Corp.,
its General Partner
By: /s/ Steven T. Mnuchin
Name: Steven T. Mnuchin
Title: President
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Schedule 1
Projected REIT Cash Flow for June 1996*
June 1996
Cash Sources
Beginning Cash Balance $1.1
Estimated Interest Income -
GSMC Loan $8.7
$9.8
Cash Requirements
Interest Expense
Current Coupon Convertible Debentures
-
Zero Coupon Convertible Debentures
-
Floating Rate Notes $2.8
14% Debentures $5.3
Total Interest Expense $8.1
Total G&A Expenses $1.6
Swap Expenses -
Total Cash Requirements $9.7
Ending Cash Balance** $0.1
*All numbers have been rounded to the nearest $100,000.
**Assumes waiver of the net cash flow sweep and interest reserve requirements
upon signing of the Merger Agreement.
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Exhibit 27
AMENDMENT NO. 3
TO
SUPPLEMENTAL AGREEMENT
AMENDMENT NO. 3, dated as of May 29, 1996, between Rockefeller
Center Properties, Inc. ("RCPI") and Goldman Sachs Mortgage Company
("GSMC") to the Supplemental Agreement, dated November 7, 1995, as amended
by Amendment No. 1 to the Supplemental Agreement, dated February 13, 1996
and Amendment No. 2 to the Supplemental Agreement, dated April 25, 1996 (as
so amended, the "Supplemental Agreement"), between RCPI and GSMC.
WHEREAS, RCPI, Whitehall Street Real Estate Limited Partnership
V, Rockprop, L.L.C., David Rockefeller, Exor Group S.A., Troutlet
Investments Corporation, RCPI Holdings Inc. and RCPI Merger Inc. have
entered into Amendment No. 3 to the Agreement and Plan of Merger
("Amendment No. 3 to the Merger Agreement"), dated as of May 29, 1996;
WHEREAS, GSMC and RCPI desire to amend the Supplemental
Agreement as set forth herein to conform to the relevant provisions of the
Merger Agreement, as amended by Amendment No. 3 to the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Capitalized terms used herein but not otherwise defined
herein shall have the respective meanings ascribed thereto in the
Supplemental Agreement. Unless otherwise indicated, all paragraph
references are to numbered paragraphs in the Supplemental Agreement.
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2. Paragraph 1 shall be amended by adding the following
language immediately after the words "plus (D) $1.7 million to pay
Permitted Expenses if the Closing Date shall not have occurred on or before
April 30, 1996":
"plus (E) $8.7 million to pay Permitted Expenses if the Closing
Date shall not have occurred on or before May 31, 1996".
3. Paragraph 2 shall be amended by replacing the word "and"
immediately prior to clause (c) with a "," and adding the following
language at the end of the sentence:
"and (d) of the $8.7 million described in clause (E) of
paragraph 1 above, an amount sufficient to pay all interest
that will become due from RCPI to Whitehall and GSMC on or
before June 30, 1996 shall be available only to pay such
interest."
4. Paragraph 3 shall be amended by replacing the words "May
31, 1996" in the proviso with the words "June 30, 1996".
5. Except as amended hereby, all of the terms and conditions
of the Supplemental Agreement shall in all respects continue in full force
and effect.
6. This Amendment No. 3 to the Supplemental Agreement 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.
IN WITNESS WHEREOF, each of the parties has signed or caused
this Amendment No. 3 to the Supplemental Agreement to be signed as of the
date first written above.
ROCKEFELLER CENTER PROPERTIES, INC.
By: /s/ Richard Scarlata
Richard M. Scarlata
President and Chief
Executive Officer
GOLDMAN SACHS MORTGAGE COMPANY
By: Goldman Sachs Real Estate Funding Corp.,
General Partner
By: /s/ Steven T. Mnuchin
Steven T. Mnuchin
President
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