<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
Amendment No. 4
(Final Amendment)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934)
ROCKEFELLER CENTER PROPERTIES, INC.
(Name of the Issuer)
Goldman Sachs Group, L.P., Whitehall Street Real Estate Limited Partnership V
and Rockfeller Center Properties, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
773102 10 8
(CUSIP Number of Class of Securities)
RALPH F. ROSENBERG DANIEL M. NEIDICH
Rockefeller Center Properties, Inc. Goldman, Sachs & Co.
c/o Goldman, Sachs & Co. 85 Broad Street
85 Broad Street New York, New York 10004
New York, New York 10004 (212) 902-3000
(212) 902-1085
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
Copy to:
JOSEPH C. SHENKER ROBERT B. SCHUMER
Sullivan & Cromwell Paul, Weiss, Rifkind,
125 Broad Street Wharton & Garrison
New York, New York 10004 1285 Avenue of the Americas
(212) 558-4000 New York, New York 10019
(212) 373-3000
This statement is filed in connection with (check the appropriate box):
[x] (a) The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
[ ] (b) The filing of a registration statement under the Securities Exchange
Act of 1933.
[ ] (c) A tender offer.
[ ] (d) None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
Calculation of Filing Fee
Transaction Valuation*: Amount of Filing Fee**:
$306,085,632 $61,218
* For purposes of calculating the filing fee only. This amount assumes
the purchase of 38,260,704 shares of Common Stock at $8.00 per share.
** The amount of the filing fee, calculated in accordance with Rule 0-11
promulgated under the Securities Exchange Act of 1934, as amended,
equals 1/50 of one percent of the value of Common Stock to be
acquired.
[x] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: $61,218
Form or Registration No.: Schedule 14A
Filing Party: Rockefeller Center Properties, Inc.
Date Filed: December 15, 1995
<PAGE>
<PAGE> 2
This Final Amendment No. 4 amends and supplements the Rule 13e-
3 Transaction Statement on Schedule 13E-3, dated December 15, 1995, as
amended by Amendment No. 1 thereto dated February 2, 1996, Amendment No. 2
thereto dated February 9, 1996 and Amendment No. 3 thereto dated February
14, 1996 (as so amended, the "Statement), filed by Rockefeller Center
Properties, Inc., a Delaware corporation ("RCPI"), The Goldman Sachs Group,
L.P., a Delaware limited partnership ("GS Group"), and Whitehall Street
Real Estate Limited Partnership V, a Delaware limited partnership
("Whitehall"), pursuant to Section 13(e) of the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"), and Rule 13e-3 thereunder in
connection with the filing under the Exchange Act of a Proxy Statement.
This Amendment is being filed by RCPI, GS Group and Whitehall. The
Statement related to approval and adoption of an Agreement and Plan of
Merger, dated as of November 7, 1995, as amended by Amendments No. 1, 2, 3
and 4 thereto dated February 12, 1996, April 25, 1996, May 29, 1996 and
June 30, 1996 respectively (as so amended, the "Merger Agreement"),
entered into by RCPI with Whitehall, Rockprop, L.L.C., David Rockefeller,
Exor Group S.A., Troutlet Investments Corporation, RCPI Holdings Inc.
("RCPI Holdings") and RCPI Merger Inc. ("Mergerco"). Capitalized terms
used herein but not otherwise defined herein shall have the meanings
ascribed thereto in the Definitive Proxy Statement filed under the Exchange
Act by RCPI with the Commission on February 14, 1996. By this Final
Amendment the Statement is hereby amended in the respects set forth below.
This Amendment No. 4 to the Statement constitutes the Final
Amendment to the Statement pursuant to Rule 13e-3(d)(3) under the Exchange
Act and is filed to report the results of the transaction to which the
Statement applies.
Item 3. Past Contacts, Transactions or Negotiations.
Item 3(b) is hereby supplemented and amended by adding the following
information thereto:
On July 10, 1996 (the "Effective Date"), following the approval and
adoption of the Merger Agreement by the Stockholders of RCPI at the
Special Meeting of the Stockholders held on March 25, 1996, Mergerco
was merged with and into RCPI pursuant to the Merger Agreement (the
"Merger"), and RCPI was the surviving corporation in such Merger. A
certificate of merger was filed with the Secretary of State of
Delaware on July 10, 1996.
Item 5. Plans or Proposals of the Issuer or Affiliate.
Item 5 is hereby supplemented and amended by adding the following
language thereto:
As a result of the consummation of the Merger on the Effective Date,
each share of RCPI common stock, par value $.01 per share ("Common
Stock"), outstanding as of the Effective Date (other than (i) shares
of Common Stock held by RCPI or any of its subsidiaries, (ii) shares
of Common Stock held by RCPI Holdings or any of its subsidiaries
(including Mergerco) and (iii) any shares of Common Stock held by a
stockholder who was entitled to demand, and who properly demanded and
has not withdrawn such demand, appraisal for such shares in
accordance with Section 262 of the Delaware General Corporation Law)
was converted into the right to receive $8.00 net in cash, without
interest thereon. Pursuant to the Merger each share of Mergerco
common stock issued and outstanding on the Effective Date was
converted into and became a validly issued, fully paid and
nonassessable share of Common Stock of RCPI. As a result of the
<PAGE>
<PAGE> 3
consummation of the Merger, all of the Common Stock of RCPI is now held
of record by RCPI Holdings. On the Effective Date, the Common Stock of
RCPI was delisted from the New York Stock Exchange. RCPI has filed a
certification on Form 15 seeking suspension of its obligation under
Section 15(d) of the Exchange Act to file reports required by Section
13(a) of the Exchange Act with respect to the Common Stock of RCPI.
Item 10. Interest in Securities of the Issuer.
Item 10(a) is hereby supplemented and amended by adding the following
language thereto:
As a result of the consummation of the Merger, RCPI Holdings owns all
of the 10 outstanding shares of Common Stock of RCPI. By virtue of
the ownership by an affiliate of Whitehall of approximately 50% of
the outstanding voting stock of RCPI Holdings, Whitehall and GS Group
may be deemed to be the beneficial owners of the Common Stock of RCPI
owned by RCPI Holdings.
Item 17. Material to be Filed as Exhibits.
Item 17 is hereby supplemented and amended by adding the following
language thereto:
(d)(2) Press Release issued by RCPI, dated July 10, 1996
<PAGE>
<PAGE> 4
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: July 19, 1996
Rockefeller Center Properties, Inc. The Goldman Sachs Group, L.P.
By: /s/ Ralph Rosenberg By: /s/ Daniel M. Neidich
Name: Ralph Rosenberg Name: Daniel M. Neidich
Title: Vice President Title: General Partner
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
<PAGE>
<PAGE> 5
EXHIBIT INDEX
Exhibit Number Exhibit Name Page Number
(d)(2) Press release issued
by RCPI, dated
July 10, 1996
<PAGE> 1
Exhibit (d)(2)
FOR IMMEDIATE RELEASE
ROCKEFELLER CENTER PROPERTIES, INC.
COMPLETES MERGER WITH GROUP OF GOLDMAN SACHS
LED INVESTORS
New York, New York, July 10, 1996 -- Rockefeller Center Properties,
Inc. (NYSE:RCP) announced that it completed the Merger today with a
Goldman, Sachs led Investor Group. The Investor Group includes David
Rockefeller, Exor Group S.A., Troutlet Investments Corporation and New
York developer Jerry Speyer.
Under the terms of the Merger, RCP stockholders will receive $8.00 net
in cash for each RCP share other than shares with respect to which such
holders have properly exercised dissenter's rights. As of July 9,
1996, there were 38,260,704 shares of RCP common stock outstanding.
RCP will be delisted from the New York Stock Exchange today.
Company Contact:
Rubenstein Associates, Inc.
Attn: Steven Rubenstein (212) 843-8043
