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
(Title of Class of Securities)
773102108
(CUSIP Number)
Eric S. Robinson
c/o Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
(Name, address and telephone number of person authorized
to receive notices and communications)
March 21, 1996
(Date of Event which requires Filing of this Statement)
If the 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:
-1-<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gotham Partners, L.P. 13-3700768
2. Check the Appropriate Box if a Member of a Group
(a) X
(b)
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New York
Number of 7. Sole Voting Power
Shares 2,124,900*
Beneficially 8. Shared Voting Power
Owned by
Each Reporting 9. Sole Dispositive Power
Person With 2,124,900*
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,124,900* *Including Options See Item 5
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares
13. Percent of Class Represented by Amount in Row (11)
5.55% See Item 5
14. Type of Reporting Person
PN
-2-<PAGE>
AMENDMENT NO. 3
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
ROCKEFELLER CENTER PROPERTIES, INC.
This statement constitutes Amendment No. 3 to the
Schedule 13D filed August 17, 1995 (as amended, the "Schedule
13D") by Gotham Partners, L.P. ("Gotham" or the "Reporting En-
tity"), a New York limited partnership, in connection with the
ownership of common stock, par value $.01 (the "Common Stock"),
of Rockefeller Center Properties, Inc., a Delaware corporation
(hereinafter referred to as the "Company"). Capitalized terms
used herein and not otherwise defined herein shall have the
same meaning as such terms have in the Schedule 13D filed Au-
gust 17, 1995, as described above.
Item 4. Purpose of the Transaction, is hereby amended by add-
ing the following thereto:
On March 21, 1996, the Reporting Entity issued a
press release. The text of such press release is attached
hereto as Exhibit 7 and is incorporated herein by reference in
its entirety.
Item 7. Material to be Filed as Exhibits, is hereby amended
by adding the following thereto:
Exhibit No. Exhibit
7 Press Release, dated March 21, 1996, issued by the
Reporting Entity.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in
this statement is true, complete and correct.
GOTHAM PARTNERS, L.P.
By: Section H. Partners, L.P., its
general partner
By: DPB Corp., a general
partner
By:/s/ David P. Berkowitz
Name: David P. Berkowitz
Title: President
Dated: March 22, 1996
-2-<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
7 Press Release, dated March 21, 1996, issued by the
Reporting Entity.
Exhibit 7
Gotham Partners, L.P. Votes Rockefeller Center Properties, Inc.
(RCP) Shares In Favor of Goldman $8.00 Merger Transaction
NEW YORK/March 20 -- Representatives of Gotham Partners, L.P.,
a NY based private investment partnership, said today that it
had voted its shares in favor of the Goldman Sachs/Tishman
Speyer/Rockefeller $8.00 cash merger transaction. Gotham
released the following statement.
"We believe that the timely consummation of the $8.00 cash
merger is in the best interests of all REIT shareholders. At
$8.00 per share, the implicit price paid by the Goldman Group
for Rockefeller Center is approximately $1.25 billion. In
light of the Property's anticipated cash flow generation over
the next several years, the prevailing level of interest rates,
and the terms of real estate debt financing available in the
marketplace, we strongly believe that $8.00 is a fair price.
Over the past ten months we have explored various potential
transaction alternatives designed to maximize shareholder
value. Based on these efforts, we believe there are no
superior feasible alternatives to the merger. In addition, we
believe the risks to shareholders associated with non-
consummation of the Transaction are significant. As an
alternative to the Merger, RCP has proposed a Goldman Sachs-led
rights offering transaction.
We believe that the terms of the proposed pre-negotiated
Goldman rights offering transaction are dilutive and not nearly
as financially attractive as the cash merger. More
importantly, the Goldman rights offering transaction is not an
underwritten transaction, but rather is contingent upon a
minimum share price for rights of $6.00 per share and the
negotiation of market terms for the Goldman standby commitment.
We believe that market terms for the Goldman standby commitment
may not be fulfilled by a rights offering at $6.00 per share
indicating significant risk to its consummation.
Without a feasible rights offering transaction or other source
of liquidity, the Company will run out of cash within a short
period of time. The constraints of the Company's contractual
obligations with its debt and warrant holders make raising new
financing costly and difficult. In the absence of new
financing, bankruptcy of RCP is likely. The costs and risks to
shareholders associated with a bankruptcy of the REIT are
considerable, particularly in light of its high-cost debt
obligations and its degree of leverage.
As a result of the risks inherent in non-consummation of the
merger and its financial superiority, we believe that it is in
the best interests of all shareholders to vote in favor of the
$8.00 merger transaction."
Contact: William Ackman or David Berkowitz (212) 808-2497,
Gotham Partners, L.P.
