SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
-----------------------------
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
------------------------------
Date of Report (date of earliest event reported): April 25, 1996
(April 25, 1996)
Rockefeller Center Properties, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-8971 13-3280472
-------- ------ ----------
(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
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 698-1440
168249.1/NYL3
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ITEM 5 OTHER EVENTS
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. 2 dated
as of April 25, 1996 ("Amendment No. 2 to the Merger Agreement") 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 (as so amended, the
"Merger Agreement"), among RCPI, Parent, Sub and the Investors. The principal
changes to the terms of the Merger Agreement effected by Amendment No. 2 to the
Merger Agreement are: (a) a change in the date after which, if the merger
contemplated by the Merger Agreement has not theretofore been consummated,
Parent or RCPI may terminate the Merger Agreement from April 30, 1996 to
May 31, 1996 and (b) the addition of a commitment by Goldman Sachs Mortgage
Company ("GSMC") to make available to RCPI an additional $1.7 million loan to
enable RCPI to meet its cash needs in May. A conformed copy of Amendment No. 2
to the Merger Agreement is filed herewith as Exhibit 10.33 and the foregoing
description of Amendment No. 2 to the Merger Agreement is qualified by
reference thereto.
RCPI and GSMC have entered into Amendment No. 2 dated as of April 25,
1996 ("Amendment No. 2 to the Supplemental Agreement") to the Supplemental
Agreement dated as of November 7, 1995, as amended by Amendment No. 1 thereto
dated as of February 13, 1996 (as so amended, 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. 2 to the
Supplemental Agreement, among other things, provides that an additional
$1.7 million will be made available to RCPI as a part of the GSMC Loans (as
defined in 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 April 30, 1996. A copy of Amendment No. 2 to
the Supplemental Agreement is filed herewith as Exhibit 10.34 and the foregoing
description of Amendment No. 2 to the Supplemental Agreement is qualified by
reference thereto.
168249.1/NYL3
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following are being filed as exhibits to this Report:
(10.33) Text of Amendment No. 2 dated as of April 25, 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.
(10.34) Text of Amendment No. 2 dated as of April 25, 1996 to the
Supplemental Agreement dated as of November 7, 1995 between
Rockefeller Center Properties, Inc. and Goldman Sachs
Mortgage Company.
168249.1/NYL3
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SIGNATURES
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: April 25, 1996
168249.1/NYL3
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.33 Text of Amendment No. 2 dated as of April 25, 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.
10.34 Text of Amendment No. 2 dated as of April 25, 1996 to the
Supplemental Agreement dated as of November 7, 1995
between Rockefeller Center Properties, Inc. and Goldman
Sachs Mortgage Company.
168249.1/NYL3
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EXHIBIT 10.33
AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 2, dated as of April 25, 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 (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 (C) $2.5 million to pay Permitted Expenses
if the Closing Date shall not have occurred on or before March 31, 1996,":
"plus (D) $1.7 million to pay Permitted Expenses if the Closing Date
shall not have occurred on or before April 30, 1996,".
(b) Section 4.4 (b) shall be further amended by replacing the words
"April 30, 1996" in the proviso in the second sentence with the words "May 31,
1996".
SS_NYL3/168551. 1
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2
3. Certain Bankruptcy-related Matters.
The final sentence of Section 4.2 (h)(i) shall be revised by deleting the
words "March 31, 1996" and replacing such words with the words "May 31,1996".
4. Additional Matters.
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) and the Investors consent to an
extension of the term of the Employment Agreement referred to as item 2 of
Section 3.1 (k) of the RCPI Disclosure Schedule to the date which is seven
days after the date of the Closing.
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. Indemnification
Section 7.7 (b) shall be amended by deleting the words "director or
officer" which immediately precede the words "occurring before" in the first
sentence thereof, and replacing such deleted words with the words "director,
officer, employee, fiduciary or agent".
7. Termination Date.
Section 6.1 (d) shall be amended by deleting the words "April 30, 1996"
from the first clause thereof, and replacing such words with the words "May
31, 1996".
8. Miscellaneous
(a) This Amendment No. 2 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.
SS_NYL3/168551. 1
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3
(c) This Amendment No. 2 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
SS_NYL3/168551. 1
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4
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
SS_NYL3/168551. 1
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5
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.,
General Partner
By: /s/ Steven T. Mnuchin
-----------------------
Name: Steven T. Mnuchin
Title: President
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Projected REIT Cash Flow for May 1996* SCHEDULE 1
May 1996
Cash Sources
Beginning Cash Balance $0.3
Estimated Interest ncome --
GSMC Loan 1.7
----
2.0
Cash Requirements
Interest Expense
Current Coupon Convertible Debentures --
Zero Coupon Convertible Debtntures --
Floating Rate Notes --
14% Debentures --
Total Interest Expense --
Total G&A Expenses 1.9
Swap Expenses --
------
Total Cash Requirements 1.9
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 10.34
AMENDMENT NO. 2
TO
SUPPLEMENTAL AGREEMENT
AMENDMENT NO. 2, dated as of April 25, 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 (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. 2 to the Agreement and Plan of Merger ("Amendment No. 2 to the
Merger Agreement"), dated as of April 25, 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. 2 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 (C) $2.5 million to pay Permitted Expenses
if the Closing Date shall not have occurred on or before March 31, 1996":
"plus (D) $1.7 million to pay Permitted Expenses if the Closing Date
shall not have occurred on or before April 30, 1996".
3. Paragraph 3 shall be amended by replacing the words "April 30, 1996"
in the proviso with the words "May 31, 1996".
NY12528\48578.2
1
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4. Except as amended hereby, all of the terms and conditions of the
Supplemental Agreement shall in all respects continue in full force and
effect.
5. This Amendment No. 2 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. 2 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
NY12528\48578.2
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