SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (date of earliest event reported): July 1, 1996 (June 30, 1996)
ROCKEFELLER CENTER PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8971 13-3280472
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
1270 Avenue of the Americas, New York, New York 10020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 698-1440
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ITEM 5. OTHER EVENTS
Rockefeller Center Properties, Inc. ("RCPI"), RCPI Holdings Inc.
("Parent"), RCPI Merger Inc. ("Sub"), Whitehall Street Real Estate Limited
Partnership V ("Whitehall"), Rockprop, L.L.C. ("Rockprop"), David Rockefeller
("Mr. Rockefeller"), Exor Group S.A. ("Exor") and Troutlet Investments
Corporation ("Troutlet", and together with Whitehall, Rockprop, Mr.
Rockefeller and Exor, the "Investors") have entered into Amendment No. 4 dated
as of June 30, 1996 ("Amendment No. 4 to the Merger Agreement") 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, Amendment No. 2 thereto
dated as of April 25, 1996 and Amendment No. 3 dated as of May 29, 1996 (as so
amended, the "Merger Agreement"), among RCPI, Parent, Sub and the Investors.
The principal changes to the terms of the Merger Agreement effected by
Amendment No. 4 to the Merger Agreement are: (a) a change in the date after
which, if the merger contemplated by the Merger Agreement has not theretofore
been consummated, Parent or RCPI may terminate the Merger Agreement from June
30, 1996 to July 19, 1996, (b) the addition of a commitment by Goldman Sachs
Mortgage Company ("GSMC") to make available to RCPI an additional $2,350,000
loan to enable RCPI to pay Permitted Expenses (as defined in the Merger
Agreement) if the Closing Date (as defined in the Merger Agreement) does not
occur on or before June 30, 1996 and (c) provide that if the Effective Time
(as defined in the Merger Agreement) occurs after July 12, 1996 the Merger
Consideration shall be increased by $1.7 million divided by the number of
shares of common stock outstanding as of the Effective Time (rounded to the
nearest $.01 per holder). A conformed copy of Amendment No. 4 to the Merger
Agreement is filed herewith as Exhibit 10.37 and the foregoing description of
Amendment No. 4 to the Merger Agreement is qualified by reference thereto.
RCPI and GSMC have entered into Amendment No. 4 dated as of June 30,
1996 ("Amendment No. 4 to the Supplemental Agreement") to the Supplemental
Agreement dated as of November 7, 1995, as amended by Amendment No. 1 thereto
dated as of February 13, 1996, Amendment No. 2 thereto dated as of April 25,
1996 and Amendment No. 3 dated as of May 29, 1996 (as so amended, the
"Supplemental Agreement"), to the Loan Agreement dated as of December 18, 1994
by and among RCPI, the Lenders parties thereto and GSMC, as Agent thereunder.
Amendment No. 4 to the Supplemental Agreement, among other things, provides
that an additional $2,350,000 will be made available to RCPI as a part of the
GSMC Loans (as defined in the Merger Agreement) for the purposes, and subject
to the terms and conditions, set forth therein, if the closing under the
Merger Agreement has not occurred on or before June 30, 1996. A copy of
Amendment No. 4 to the Supplemental Agreement is filed herewith as Exhibit
10.38 and the foregoing description of Amendment No. 4 to the Supplemental
Agreement is qualified by reference thereto.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following are being filed as exhibits to this Report:
(10.37) Text of Amendment No.4 dated as of June 30, 1996 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, Amendment No. 2 thereto dated as of April 25,
1996 and Amendment No. 3 thereto 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,
Exor Group S.A. and Troutlet Investments Corporation.
(10.38) Text of Amendment No. 4 dated as of June 30, 1996 to the
Supplemental Agreement dated as of November 7, 1995, as
amended by Amendment No. 1 thereto dated as of February 13,
1996, Amendment No. 2 thereto dated as of April 25, 1996,
and Amendment No. 3 thereto dated as of May 29, 1996
between Rockefeller Center Properties, Inc. and Goldman
Sachs Mortgage Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed by the undersigned
thereunto duly authorized.
ROCKEFELLER CENTER PROPERTIES, INC.
(Registrant)
By: /s/ RICHARD M. SCARLATA
-------------------------------------------
Name: Richard M. Scarlata
Title: President and Chief Executive Officer
(Principal Financial Officer and Principal
Accounting Officer)
Dated: July 1, 1996
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
10.37 Text of Amendment No. 4 dated as of June 30, 1996 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, Amendment No.
2 thereto dated as of April 25, 1996 and Amendment No. 3 thereto
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, Exor
Group S.A. and Troutlet Investments Corporation.
10.38 Text of Amendment No. 4 dated as of June 30, 1996 to the Supplemental
Agreement dated as of November 7, 1995, as amended by Amendment No. 1
thereto dated as of February 13, 1996, Amendment No. 2 thereto dated
as of April 25, 1996 and Amendment No. 3 thereto dated as of May 29,
1996, between Rockefeller Center Properties, Inc. and Goldman Sachs
Mortgage Company.
EXHIBIT 10.37
AMENDMENT NO. 4
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 4, dated as of June 30, 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, Amendment No. 2 thereto, dated as of
April 25, 1996, and Amendment No. 3 thereto, dated as of May 29, 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.
2. GSMC LOANS.
(a) Section 4.4(b) shall be amended by adding the following
language immediately after the words "plus (E) $8.7 million to pay Permitted
Expenses if the Closing Date shall not have occurred on or before May 31,
1996,":
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2
"plus (F) $2,350,000 to pay Permitted Expenses if the Closing Date
shall not have occurred on or before June 30, 1996,".
(b) Section 4.4(b) shall be further amended by replacing the words
"June 30, 1996" in the proviso in the second sentence thereof with the words
"July 19, 1996."
3. INCREASE OF THE MERGER CONSIDERATION.
Section 2.1(a) shall be amended by adding the following language at
the end of the first sentence thereof after the words "less any required
withholding taxes":
"; provided that if the Effective Time shall occur after July 12,
1996, the Merger Consideration shall be increased by $1.7 million
divided by the number of shares of Common Stock outstanding at the
Effective Time (rounded to the nearest $.01 per holder)."
4. TERMINATION DATE.
Section 6.1(d) shall be amended by deleting the words "before June
30, 1996" from the first clause thereof, and replacing such words with the
words "on or before July 19, 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.
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. 4 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
<PAGE>
3
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. 4 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.
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4
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
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
<PAGE>
5
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
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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6
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
<PAGE>
Schedule 1
Projected REIT Cash Flow for July 1996 (1/)
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July 1996
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CASH REQUIREMENTS
- -----------------
Interest Expense
Current Coupon Convertible Debentures -
Zero Coupon Convertible Debentures -
Floating Rate Notes -
14% Debentures -
-----
Total Interest Expense -
Total G&A Expenses $1.7
Swap Expenses $ .6
-----
Total Cash Requirements $2.3
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(1/) All numbers have been rounded to the nearest $100,000.
EXHIBIT 10.38
AMENDMENT NO. 4
TO
SUPPLEMENTAL AGREEMENT
AMENDMENT NO. 4, dated as of June 30, 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, Amendment No. 2
to the Supplemental Agreement, dated April 25, 1996 and Amendment No. 3 to the
Supplemental Agreement, dated May 29, 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. 4 to the Agreement and Plan of Merger ("Amendment No. 4 to the
Merger Agreement"), dated as of June 30, 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. 4 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.
2. Paragraph 1 shall be amended by adding the following language
immediately after the words "plus (E) $8.7 million to pay Permitted Expenses
if the Closing Date shall not have occurred on or before May 31, 1996":
"plus (F) $2.35 million to pay Permitted Expenses
if the Closing Date shall not have occurred on or
before June 30, 1996".
<PAGE>
3. Paragraph 2 shall be amended by replacing the word "and"
immediately prior to clause (d) with a "," and adding the following language
at the end of the sentence:
"and (e) of the $2.35 million described in clause
(F) of paragraph 1 above, an amount sufficient to
pay all interest that will become due from RCPI to
Whitehall and GSMC on or before July 19, 1996
shall be available only to pay such interest."
4. Paragraph 3 shall be amended by replacing the words "June 30,
1996" in the proviso with the words "July 19, 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. 4 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
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<PAGE>
or caused this Amendment No. 4 to the Supplemental Agreement to be signed as
of the date first written above.
ROCKEFELLER CENTER PROPERTIES, INC.
By: /s/ Richard M. 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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