SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 5)
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)
May 29, 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 [ ].
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,
Amendment No. 2 thereto dated November 13, 1995, Amendment No. 3 thereto dated
March 13, 1996 and Amendment No. 4 dated May 7, 1996 (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 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 (j) and (k) immediately after
lettered paragraph (i) appearing therein:
(j) On May 29, 1996, RCPI, RCPI Holdings, RCPI Merger,
Whitehall, Rockprop, Rockefeller, EXOR and Troutlet entered into
Amendment No. 3 to the Agreement and Plan of Merger amending the
terms of the Merger Agreement, as amended by Amendment No. 1 to the
Merger Agreement and Amendment No. 2 to the Merger Agreement. A copy
of Amendment No. 3 to the Merger Agreement is attached hereto as
Exhibit 29 and is incorporated herein by reference.
(k) On May 29, 1996, RCPI and GSMC entered into Amendment No.
3 to the Supplemental Agreement amending the terms of the
Supplemental Agreement, as amended by Amendment No. 1 to the
Supplemental Agreement and Amendment No. 2 to the Supplemental
Agreement, to conform to the terms of the Merger Agreement as amended
by Amendments No. 1, No. 2 and No. 3 to the Merger Agreement. A copy
of Amendment No. 3 to the Supplemental Agreement is attached hereto
as Exhibit 30 and is 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
29 Amendment No. 3 to the Agreement and
Plan of Merger, 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., Troutlet Investments
Corporation and, for the purposes of
Section 2 only, Goldman Sachs
Mortgage Company.
30 Amendment No. 3 to the Supplemental
Agreement, dated May 29, 1996,
between Rockefeller Center
Properties, Inc. and Goldman Sachs
Mortgage Company.
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: June 27, 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 29
AMENDMENT NO. 3
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 3, dated as of May 29, 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, and Amendment No. 2 thereto, dated
as of April 25, 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 (D) $1.7 million to pay Permitted
Expenses if the Closing Date shall not have occurred on or before April 30,
1996,":
"plus (E) $8.7 million to pay Permitted Expenses if the Closing
Date shall not have occurred on or before May 31, 1996,".
b. Section 4.4(b) shall be further amended by replacing the
word "and" immediately prior to clause (3) with a "," and adding the following
language at the end of the first sentence:
"and (4) of the amount described in clause (E), an amount
sufficient to pay all interest that will become due from RCPI
to Whitehall and GSMC on or before June 30, 1996 shall be
available only to pay such interest."
c. Section 4.4(b) shall be further amended by replacing the
words "May 31, 1996" in the proviso in the second sentence thereof with the
words "June 30, 1996."
3. Certain Bankruptcy-related Matters.
The final sentence of Section 4.2(h)(i) shall be revised by
deleting the words "May 31, 1996" and replacing such words with the words
"June 30, 1996."
4. Termination Date.
Section 6.1(d) shall be amended by deleting the words "May 31,
1996" from the first clause thereof, and replacing such words with the words
"June 30, 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. 3 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.
c. This Amendment No. 3 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/ 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
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 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
Schedule 1
Projected REIT Cash Flow for June 1996(*)
-----------------------------------------
June 1996
---------
Cash Sources
- ------------
Beginning Cash Balance $1.1
Estimated Interest Income -
GSMC Loan $8.7
----
$9.8
Cash Requirements
- -----------------
Interest Expense
Current Coupon Convertible Debentures -
Zero Coupon Convertible Debentures -
Floating Rate Notes $2.8
14% Debentures $5.3
----
Total Interest Expense $8.1
Total G&A Expenses $1.6
Swap Expenses -
----
Total Cash Requirements $9.7
Ending Cash Balance<F2> $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 30
AMENDMENT NO. 3
TO
SUPPLEMENTAL AGREEMENT
AMENDMENT NO. 3, dated as of May 29, 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 and Amendment No. 2 to the Supplemental Agreement, dated April 25, 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. 3 to the Agreement and Plan of Merger ("Amendment No. 3 to
the Merger Agreement"), dated as of May 29, 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. 3 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 (D) $1.7 million to pay Permitted
Expenses if the Closing Date shall not have occurred on or before April 30,
1996":
"plus (E) $8.7 million to pay Permitted Expenses if the
Closing Date shall not have occurred on or before May 31,
1996".
3. Paragraph 2 shall be amended by replacing the word "and"
immediately prior to clause (c) with a "," and adding the following language
at the end of the sentence:
"and (d) of the $8.7 million described in clause (E) of
paragraph 1 above, an amount sufficient to pay all interest
that will become due from RCPI to Whitehall and GSMC on or
before June 30, 1996 shall be available only to pay such
interest."
4. Paragraph 3 shall be amended by replacing the words "May
31, 1996" in the proviso with the words "June 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. This Amendment No. 3 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. 3 to the Supplemental Agreement to be signed as of the date
first written above.
ROCKEFELLER CENTER PROPERTIES, INC.
By: /s/ Richard 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
