SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
ROCKEFELLER CENTER PROPERTIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
773102 10 8
(CUSIP Number)
Andrew Nathan
Rockprop, L.L.C.
520 Madison Avenue
New York, New York 10022
(212) 715-0375
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 12, 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 [ ].
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 773102 10 8 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| |Carlo Camerana |
| |(no S.S. or I.R.S. Identification No.) |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEM 2(D) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Italy |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 Shares |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 Shares |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 Shares |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 Shares |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 Shares |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0 % |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 773102 10 8 | | Page ______ of ______ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Gabriele Galateri |
| | (no S.S. or I.R.S. Identification No.) |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | _ |
| | (a) |_| |
| | _ |
| | (b) |X| |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS* |
| | AF |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEM 2(D) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Italy |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | 0 Shares |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 Shares |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | 0 Shares |
| PERSON |____|_______________________________________________|
| WITH | 10 | SHARED DISPOSITIVE POWER |
| | | 0 Shares |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 Shares |
|____|____________________________________________________________________|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES* |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0 % |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON* |
| | IN |
|____|____________________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Rockprop, L.L.C. ("Rockprop"), David Rockefeller (together with
his designated affiliates, "Rockefeller"), Troutlet Investments Corporation
(together with its designated affiliates, "Troutlet") and EXOR GROUP Societe
Anonyme (together with its designated affiliates, "EXOR")(collectively, the
"Reporting Persons"), hereby amend the report on Schedule 13D, dated October
18, 1995, as amended by Amendment No. 1 thereto dated October 26, 1995 and
Amendment No. 2 thereto dated November 13, 1995 (collectively, 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 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by deleting the
final sentence of the eighth paragraph therein and inserting in its place the
following sentence:
GA is deemed to be controlled, for purposes of the
Exchange Act, by its General Partners, Messrs. Giovanni
Agnelli, Umberto Agnelli, Gianluigi Gabetti, Cesare Romiti,
Carlo Camerana and Gabriele Galateri.
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 (f) and (g) immediately after
lettered paragraph (e) appearing therein:
(f) On February 12, 1996, RCPI, RCPI Holdings, RCPI
Merger, Whitehall, Rockprop, Rockefeller, EXOR and Troutlet
entered into Amendment No. 1 to the Agreement and Plan of
Merger amending the terms of the Merger Agreement. A copy of
Amendment No. 1 to the Merger Agreement is attached hereto as
Exhibit 22 and is incorporated herein by reference.
(g) On February 13, 1996, RCPI and GSMC entered into
Amendment No. 1 to the Supplemental Agreement amending the
terms of the Supplemental Agreement to conform to the terms of
the Merger Agreement as amended by Amendment No. 1 to the
Merger Agreement. A copy of Amendment No. 1 to the Supplemental
Agreement is attached hereto as Exhibit 23 and 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
22 Amendment No. 1 to the Agreement and
Plan of Merger, dated as of February
12, 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., Troutlet Investments
Corporation and, for the purposes of
Section 4 only, Goldman Sachs
Mortgage Company.
23 Amendment No. 1 to the Supplemental
Agreement, dated February 13, 1996,
between Rockefeller Center
Properties, Inc. and Goldman Sachs
Mortgage Company.
24 Power of Attorney of Carlo Camerana.
25 Power of Attorney of Gabriele
Galateri.
Schedule A
Executive Officers, Directors, General Partners and
Controlling Persons
Schedule A to the Schedule 13D, with respect to EXOR
GROUP Societe Anonyme, is hereby amended by adding the following immediately
at the end thereof:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Present
Position Principal
Business Held GA, IFI Business
Name Citizenship Address and/or EXOR Activity
---- ----------- -------- ------------- ---------------
Carlo Camerana Italy c/o Magneti General Deputy Chairman
Marelli Partner of of Magneti
Corbetta GA, Director Marelli, a
Milan, of IFI manufacturer of
Italy automotive
components
Gabriele Galateri Italy Corso General Managing
Matteotti, Partner of Director and
26 GA, Managing General Manager
10121 Director and of IFI
Torino, General
Italy Manager of
IFI
</TABLE>
SIGNATURE
After reasonable inquiry and to our best knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
Dated: March 13, 1996
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
______________________
Jerry I. Speyer/
Robert V. Tishman,
General Partner
David Rockefeller
By: /s/ Peter W. Herman
______________________
Peter W. Herman
Attorney-in-Fact
Troutlet Investments Corporation
By: /s/ Squire N. Bozorth
______________________
Squire N. Bozorth
Attorney-in-Fact
EXOR GROUP Societe Anonyme
By: /s/ Ernest Rubenstein
_____________________
Ernest Rubenstein
Attorney-in-Fact
Istituto Finanziario Industriale S.p.A.
By: /s/ Ernest Rubenstein
______________________
Ernest Rubenstein
Attorney-in-Fact
Giovanni Agnelli & C. S.a.a.
By: /s/ Ernest Rubenstein
______________________
Ernest Rubenstein
Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Giovanni Agnelli, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Umberto Agnelli, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Gianluigi Gabetti, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Cesare Romiti, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Carlo Camerana, by Ernest
Rubenstein, Attorney-in-Fact
/s/ Ernest Rubenstein
______________________________
Gabriele Galateri, by Ernest
Rubenstein, Attorney-in-Fact
Exhibit 22
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 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 respectus continue in full force and effect.
(b) 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
___________________________________
Name: Richard M. Scarlata
Title: President and Chief Executive
Officer
RCPI HOLDINGS INC.
By: /s/ Barry S. Volpert
___________________________
Name: Barry S. Volpert
Title: Vice President
RCPI MERGER INC.
By: /s/ Barry S. Volpert
___________________________
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
__________________________
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
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
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
________________________
Name: Steven T. Mnuchin
Title: President
Schedule 1
Projected REIT Cash Flow for April 1996(*)
------------------------------------------
Cash Sources April 1996
- ------------ ----------
Beginning Cash Balance $0.2
Estimated Interest Income -
GSMC Loan 2.5
____
$2.7
Cash Requirements
- -----------------
Interest Expense
Current Coupon Convertible
Debentures -
Zero Coupon Convertible
Debentures -
Floating Rate Notes -
14% Debentures -
Working Capital -
Total Interest Expense -
Total G&A Expenses $1.7
Swap Expenses 0.9
Repayment of Unsecured Debt -
____
Total Cash Requirements $2.6
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.
Exhibit 23
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".
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.
6. The 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
__________________________
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
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, CARLO CAMERANA, in his capacity as
Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a., an
Italian limited partnership represented by shares, hereby constitutes and
appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff
of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and each
of them, severally, with full power of substitution, his true and lawful
attorneys-in-fact and agents, in any and all capacities, with full power
and authority to act in his name and place on his behalf with respect to
all matters relating to or in connection with the acquisition, ownership
and sale or other disposition by EXOR GROUP S.A., a Luxembourg corporation,
or any of its existing or future affiliates of direct or indirect interests
in any entity (incorporated or unincorporated) or in any assets or
properties (tangible and intangible) of any such entity, and to take all
actions and execute and deliver all instruments and documents incidental or
ancillary thereto, including, but not limited to, the certificates, notices
or agreements necessary or appropriate to be executed in connection
therewith and any reports to be filed with the United States Securities and
Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of Securities
Exchange Act of 1934, as amended, and to file any such other reports,
documents and certificates with any state, local or other agencies and
instrumentalities and other persons with which such other reports,
documents or certificates are required to be filed or delivered, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or other substitutes, may lawfully do or
cause to be done.
/s/ Carlo Camerana
______________________
CARLO CAMERANA
Date: December 31, 1995
EXHIBIT 25
POWER OF ATTORNEY
The undersigned, GABRIELE GALATERI GENOLA, in his capacity
as Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a.,
an Italian limited partnership represented by shares, hereby constitutes
and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S.
Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York,
and each of them, severally, with full power of substitution, his true and
lawful attorneys-in-fact and agents, in any and all capacities, with full
power and authority to act in his name and place on his behalf with respect
to all matters relating to or in connection with the acquisition, ownership
and sale or other disposition by EXOR GROUP S.A., a Luxembourg corporation,
or any of its existing or future affiliates of direct or indirect interests
in any entity (incorporated or unincorporated) or in any assets or
properties (tangible and intangible) of any such entity, and to take all
actions and execute and deliver all instruments and documents incidental or
ancillary thereto, including, but not limited to, the certificates, notices
or agreements necessary or appropriate to be executed in connection
therewith and any reports to be filed with the United States Securities and
Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of Securities
Exchange Act of 1934, as amended, and to file any such other reports,
documents and certificates with any state, local or other agencies and
instrumentalities and other persons with which such other reports,
documents or certificates are required to be filed or delivered, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or other substitutes, may lawfully do or
cause to be done.
/s/ Gabriele Galateri Genola
______________________________
GABRIELE GALATERI GENOLA
Date: December 31, 1995
