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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): February 22, 1996 (February
12, 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
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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. 1 dated as of
February 12, 1996 ("Amendment No. 1 to the Merger Agreement") to the Agreement
and Plan of Merger dated as of November 7, 1995 (the "Merger Agreement") among
RCPI, Parent, Sub and the Investors. Amendment No. 1 to the Merger Agreement,
among other things, (a) extends the date by which the Joint Plan for Borrower's
Chapter 11 Case or any Alternative Chapter 11 Plan (as such terms are defined in
the Merger Agreement, as amended by Amendment No. 1 to the Merger Agreement)
must be confirmed from February 29, 1996 to March 31, 1996 and (b) extends the
outside date for consummation, the date on or after which, if the merger
contemplated by the Merger Agreement has not heretofore been consummated, Parent
or RCPI may terminate from March 31, 1996, to April 30, 1996. In addition, in
Amendment No. 1 to the Merger Agreement each Investor acknowledges that, as of
February 12, 1996, it has no actual knowledge of the occurrence of a material
adverse change in the financial condition of RCPI or in the financial or
physical condition of the Property (as defined in the Merger Agreement, as
amended by Amendment No. 1 to the Merger Agreement) since December 31, 1994.
A copy of Amendment No. 1 to the Merger Agreement is filed herewith as
Exhibit 10.31 and is incorporated herein by reference.
RCPI and Goldman Sachs Mortgage Company ("GSMC") have entered into
Amendment No. 1 dated as of February 13, 1996 ("Amendment No. 1 to the
Supplemental Agreement") to the Supplemental Agreement dated as of November 7,
1995 (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. 1 to the Supplemental Agreement, among other things,
provides that an additional $2.5 million will be made available to RCPI as a
part of the GSMC Loans (as defined in the Merger Agreement, as amended by
Amendment No. 1 to 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 March 31, 1996. A copy of Amendment No.
1 to the Supplemental Agreement is filed herewith as Exhibit 10.32 and is
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
The following are being filed as exhibits to this Report:
(10.31) Text of Amendment No. 1 dated as of February 12, 1996 to the
Agreement and Plan of Merger dated as of November 7, 1995
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.
(10.32) Text of Amendment No. 1 dated as of February 13, 1996 to the
Supplemental Agreement dated as of November 7, 1995 between
Rockefeller Center Properties, Inc. and Goldman Sachs
Mortgage Company.
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SIGNATURES
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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: February 22, 1996
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INDEX TO EXHIBITS
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Exhibit
Number Description
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10.31 Text of Amendment No. 1 dated as of February 12, 1996 to the Agreement
and Plan of Merger dated as of November 7, 1995 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.
10.32 Text of Amendment No. 1 dated as of February 13, 1996 to the
Supplemental Agreement dated as of November 7, 1995 between
Rockefeller Center Properties, Inc. and Goldman Sachs Mortgage
Company.
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AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1, dated as of February 12, 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 (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. MERGER OF SUB INTO PARENT.
Prior to the Effective Time, in accordance with the DGCL, Sub shall be
merged with and into Parent, the separate corporate existence of Sub shall cease
and Parent shall be the surviving corporation in the merger. In accordance with
the DGCL, all of the rights, privileges, powers, immunities, purposes and
franchises (collectively, "Rights") of Parent and Sub (including, without
limitation, the Rights of each of Parent and Sub under the Merger Agreement)
shall vest in Parent, and all of the debts, liabilities, obligations and duties
(collectively, "Obligations") of Parent and Sub (including, without limitation,
the Obligations of each of Parent and Sub under the Merger Agreement) shall
become the Obligations of Parent.
3. CERTAIN BANKRUPTCY-RELATED MATTERS.
(a) The final sentence of Section 4.2(h)(i) shall be revised (i) by
inserting after the phrase "but in any event so as to allow the Joint Plan for
Borrower" the phrase "or any Alternative Chapter 11 Plan (as defined below)" and
(ii) by deleting the words "February 29, 1996" and replacing such words with the
words "March 31, 1996."
(b) The second sentence of Section 5.2(e) shall be amended and restated as
follows:
The maximum amount to be provided (or assumed) by RCPI under the Joint
Plan for Borrower or under any Alternative Chapter 11 Plan to be used to
fund liabilities of the Borrower or its estate shall not exceed (x) $20
million (exclusive of the debtor-in-possession financing permitted under
Section 4.2(b)(Q)) of liabilities related to administrative expenses, claims
entitled to priority under the Bankruptcy Code, cure payments relating to
leases and other executory contracts to be assumed (including tenant
improvements) reasonably acceptable to Parent, and certain general unsecured
claims reasonably acceptable to Parent, and (y) all unpaid Allowed Ordinary
Course
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Administrative Operating Expense Claims (as defined in the Joint Plan for
Borrower or an Alternative Chapter 11 Plan), subject to the right to object
to such claims as provided for under the Joint Plan for Borrower or an
Alternative Chapter 11 Plan.
(c) In addition to the conditions to the obligations of Parent and each of
the Investors set forth in Section 5.2, the obligations of Parent and each of
the Investors under the Merger Agreement to consummate the transactions
contemplated thereby are subject to the satisfaction of the condition that all
conditions to the occurrence of the effective date of the Joint Plan for
Borrower or an Alternative Chapter 11 Plan shall have been satisfied or waived.
4. GSMC LOANS.
(a) Section 4.4(b) shall be amended by adding the following language
immediately after the words "plus (B) $12 million to pay Permitted Expenses if
the Closing Date shall not have occurred on or before December 31, 1995,":
"plus (C) $2.5 million to pay Permitted Expenses if the Closing Date
shall not have occurred on or before March 31, 1996,".
(b) Section 4.4(b) shall be further amended by replacing the word "and"
immediately prior to clause (2) with a "," and adding the following language at
the end of the first sentence:
"and (3) of the amount described in clause (C), an amount sufficient to
pay all interest that will become due from RCPI to Whitehall and GSMC on or
before April 30, 1996 shall be available only to pay such interest".
(c) Section 4.4(b) shall be further amended by replacing the words "March
31, 1996" in the proviso in the second sentence thereof with the words "April
30, 1996".
5. SATISFACTION OF CERTAIN CONDITIONS.
The parties acknowledge and agree that the conditions to the obligations of
Parent and each Investor to consummate the transactions contemplated by the
Merger Agreement set forth in Sections 5.2(j) and (k) have been satisfied.
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. TERMINATION DATE.
Section 6.1(d) shall be amended by deleting the words "March 31, 1996" from
the first clause thereof, and replacing such words with the words "April 30,
1996."
8. 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.
9. MISCELLANEOUS.
(a) This Amendment No. 1 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.
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(c) This Amendment No. 1 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
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Name: Richard M. Scarlata
Title: President and Chief
Executive Officer
RCPI HOLDINGS INC.
By: /s/ BARRY S. VOLPERT
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Name: Barry S. Volpert
Title: Vice President
RCPI MERGER INC.
By: /s/ Barry S. Volpert
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Name: Barry S. Volpert
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
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Name: Ralph F. Rosenberg
Title: Vice President
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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
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Name: Jerry I. Speyer
Title: General Partner
By: TSE Limited Partnership,
General
Partner
By: /s/ CHARLES H. GOODMAN
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Name: Charles H. Goodman
Title: General Partner
/s/ DAVID ROCKEFELLER*
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David Rockefeller
* By: /s/ PETER W. HERMAN
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Peter W. Herman
Attorney-in-Fact
EXOR GROUP S.A.
By: /s/ ERNEST RUBENSTEIN
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Name: Ernest Rubenstein
Title: Attorney-in-Fact
TROUTLET INVESTMENTS CORPORATION
By: /s/ SQUIRE N. BOZORTH
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Name: Squire N. Bozorth
Title: Attorney-in-Fact
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For Purposes of Section 4 hereof only:
GOLDMAN SACHS MORTGAGE COMPANY
By: Goldman Sachs Real Estate Funding
Corp., General Partner
By: /s/ STEVEN T. MNUCHIN
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Name: Steven T. Mnuchin
Title:President
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AMENDMENT NO. 1
TO
SUPPLEMENTAL AGREEMENT
AMENDMENT NO. 1, dated as of February 13, 1996, between Rockefeller
Center Properties, Inc. ("RCPI") and Goldman Sachs Mortgage Company ("GSMC") to
the Supplemental Agreement, dated November 7, 1995 (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. 1 to the Agreement and Plan of Merger ("Amendment No. 1 to the
Merger Agreement"), dated as of February 12, 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. 1 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 (B) $12 million to pay Permitted Expenses (as
defined in the Merger Agreement) if the Closing Date (as defined in the Merger
Agreement) shall not have occurred on or before December 31, 1995":
"plus (C) $2.5 million to pay Permitted Expenses if the Closing Date
shall not have occurred on or before March 31, 1996".
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3. Paragraph 2 shall be amended by replacing the word "and"
immediately prior to clause (b) with a "," and adding the following language at
the end of the sentence:
"and (c) of the $2.5 million described in clause (C) of paragraph 1
above, an amount sufficient to pay all interest that will become due
from RCPI to Whitehall and GSMC on or before April 30, 1996 shall be
available only to pay such interest".
4. Paragraph 3 shall be amended by replacing the words "March 31,
1996" in the proviso with the words "April 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.
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6. This Amendment No. 1 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. 1 to the Supplemental Agreement to be signed as of the date first
written above.
ROCKEFELLER CENTER PROPERTIES, INC.
By: /s/ Richard M. Scarlata
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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
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Steven T. Mnuchin
President
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