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): May 29, 1996 (May 29, 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
<PAGE>
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. 3 dated
as of May 29, 1996 ("Amendment No. 3 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 and Amendment No. 2
thereto dated as of April 25, 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. 3 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 May 31, 1996 to June 30, 1996 and (b) the
addition of a commitment by Goldman Sachs Mortgage Company ("GSMC") to make
available to RCPI an additional $8.7 million loan to enable RCPI to meet its
cash needs in June. A conformed copy of Amendment No. 3 to the Merger
Agreement is filed herewith as Exhibit 10.35 and the foregoing description of
Amendment No. 3 to the Merger Agreement is qualified by reference thereto.
RCPI and GSMC have entered into Amendment No. 3 dated as of
May 29, 1996 ("Amendment No. 3 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 and Amendment No. 2 thereto dated
as of April 25, 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. 3 to the
Supplemental Agreement, among other things, provides that an additional $8.7
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 May 31, 1996. A copy of Amendment No. 3 to the
Supplemental Agreement is filed herewith as Exhibit 10.36 and the foregoing
description of Amendment No. 3 to the Supplemental Agreement is qualified by
reference thereto.
<PAGE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following are being filed as exhibits to this Report:
(10.35) Text of Amendment No. 3 dated as of May 29, 1996 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, 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.
(10.36) Text of Amendment No. 3 dated as of May 29, 1996 to the
Supplemental Agreement dated as of November 7, 1995, as
amended by Amendment No. 1 thereto dated as of February 13,
1996 and Amendment No. 2 thereto dated as of April 25,
1996, between Rockefeller Center Properties, Inc. and
Goldman Sachs Mortgage Company.
<PAGE>
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: May 29, 1996
<PAGE>
INDEX TO EXHIBITS
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Exhibit
Number Description
- ------ -----------
10.35 Text of Amendment No. 3 dated as of May 29, 1996 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, 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.
10.36 Text of Amendment No. 3 dated as of May 29, 1996 to the
Supplemental Agreement dated as of November 7, 1995, as
amended by Amendment No. 1 thereto dated as of February
13, 1996 and Amendment No. 2 thereto dated as of April 25,
1996, between Rockefeller Center Properties, Inc. and
Goldman Sachs Mortgage Company.
Exhibit 10.35
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,".
<PAGE>
2
(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).
<PAGE>
3
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
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Name: Ralph F. Rosenberg
Title: Vice President
RCPI MERGER INC.
By:/s/ Ralph F. Rosenberg
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Name: Ralph F. Rosenberg
Title: Vice President
<PAGE>
4
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 *
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David Rockefeller
*By:/s/ Peter W. Herman
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Peter W. Herman
Attorney-in-Fact
<PAGE>
5
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
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
<PAGE>
Schedule 1
Projected REIT Cash Flow for June 1996(1)
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June 1996
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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(2) $0.1
- ------------------------
1/ All numbers have been rounded to the nearest $100,000.
2/ Assumes waiver of the net cash flow sweep and interest reserve
requirements upon signing of the Merger Agreement.
Exhibit 10.36
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".
<PAGE>
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 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
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