<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)
Rockefeller Center Properties, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
773102 10 8
(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 30, 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 [ ].
<PAGE>
<PAGE> 2
Whitehall Street Real Estate Limited Partnership V
("Whitehall"), WH Advisors, L.P. V, WH Advisors, Inc. V, The Goldman Sachs
Group, L.P., Goldman, Sachs & Co. ("GS&Co"), RCPI Holdings Inc. ("RCPI
Holdings") and RCPI Merger Inc. ("RCPI Merger") hereby amend the report on
Schedule 13D, dated January 3, 1995, as amended by Amendment No. 1 thereto
dated September 12, 1995, Amendment No. 2 thereto dated September 19, 1995,
Amendment No. 3 thereto dated October 6, 1995, Amendment No. 4 thereto
dated October 6, 1995, Amendment No. 5 thereto dated October 10, 1995,
Amendment No. 6 thereto dated October 12, 1995, Amendment No. 7 thereto
dated October 18, 1995, Amendment No. 8 thereto dated November 9, 1995,
Amendment No. 9 thereto dated February 20, 1996, Amendment No. 10 thereto
dated May 3, 1996 and Amendment No. 11 thereto dated May 31, 1996 (the
"Schedule 13D"), filed 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.
<PAGE>
<PAGE> 3
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 (r) and (s) immediately
after lettered paragraph (q) appearing therein:
(r) On June 30, 1996, RCPI, RCPI Holdings, RCPI Merger,
Whitehall, Rockprop, Rockefeller, Exor and Troutlet entered
into Amendment No. 4 to the Agreement and Plan of Merger
amending the terms of the Merger Agreement, as amended by
Amendment No. 1 to the Merger Agreement, Amendment No. 2 to the
Merger Agreement and Amendment No. 3 to the Merger Agreement.
A copy of Amendment No. 4 to the Merger Agreement is attached
hereto as Exhibit 28 and is incorporated herein by reference.
(s) On June 30, 1996, RCPI and GSMC entered into
Amendment No. 4 to the Supplemental Agreement amending the
terms of the Supplemental Agreement, as amended by Amendment
No. 1 to the Supplemental Agreement, Amendment No. 2 to the
Supplemental Agreement and Amendment No. 3 to the Supplemental
Agreement, to conform to the terms of the Merger Agreement as
amended by Amendments No. 1, No. 2, No. 3 and No. 4 to the
Merger Agreement. A copy of Amendment No. 4 to the
Supplemental Agreement is attached hereto as Exhibit 29 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 Page
28 Amendment No. 4 to the 6
Agreement and Plan of Merger,
dated as of June 30, 1996,
among Rockefeller Center
Properties, Inc., RCPI Holdings
Inc., RCPI Merger Inc.,
Whitehall Street Real Estate
Limited
<PAGE>
<PAGE> 4
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.
29 Amendment No. 4 to the
Supplemental Agreement, dated
June 30, 1996, between
Rockefeller Center Properties,
Inc. and Goldman Sachs
Mortgage Company.
<PAGE>
<PAGE> 5
SIGNATURE
After reasonable inquiry and to our best knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: July 2, 1996
WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP V
By: WH Advisors, L.P. V, General
Partner
By: WH Advisors, Inc. V,
General Partner
By: /s/ Ralph Rosenberg
Name: Ralph Rosenberg
Title: Vice President
<PAGE> 1
Exhibit 28
AMENDMENT NO. 4
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 4, dated as of June 30, 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, Amendment No. 2
thereto, dated as of April 25, 1996, and Amendment No. 3 thereto, dated as
of May 29, 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 (E) $8.7 million to pay
Permitted Expenses if the Closing Date shall not have occurred on or before
May 31, 1996,":
<PAGE>
<PAGE> 2
"plus (F) $2,350,000 to pay Permitted Expenses if the Closing
Date shall not have occurred on or before June 30, 1996,".
(b) Section 4.4(b) shall be further amended by replacing the
words "June 30, 1996" in the proviso in the second sentence thereof with
the words "July 19, 1996."
3. Increase of the Merger Consideration.
Section 2.1(a) shall be amended by adding the following
language at the end of the first sentence thereof after the words "less any
required withholding taxes":
"; provided that if the Effective Time shall occur after July
12, 1996, the Merger Consideration shall be increased by $1.7
million divided by the number of shares of Common Stock
outstanding at the Effective Time (rounded to the nearest $.01
per holder)."
4. Termination Date.
Section 6.1(d) shall be amended by deleting the words "before
June 30, 1996" from the first clause thereof, and replacing such words with
the words "on or before July 19, 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. 4 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
<PAGE>
<PAGE> 3
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. 4 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.
<PAGE>
<PAGE> 4
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
<PAGE>
<PAGE> 5
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
<PAGE>
<PAGE> 6
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>
<PAGE> 1
Schedule 1
Projected REIT Cash Flow for July 1996 1
July 1996
Cash Requirements
Interest Expense
Current Coupon Convertible Debentures -
Zero Coupon Convertible Debentures -
Floating Rate Notes -
14% Debentures -
Total Interest Expense -
Total G&A Expenses $ 1.7
Swap Expenses $ .6
Total Cash Requirements $ 2.3
___________________
1 All numbers have been rounded to the nearest $100,000.
<PAGE> 1
Exhibit 29
AMENDMENT NO. 4
TO
SUPPLEMENTAL AGREEMENT
AMENDMENT NO. 4, dated as of June 30, 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,
Amendment No. 2 to the Supplemental Agreement, dated April 25, 1996 and
Amendment No. 3 to the Supplemental Agreement, dated May 29, 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. 4 to the Agreement and Plan of Merger
("Amendment No. 4 to the Merger Agreement"), dated as of June 30, 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. 4 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 (E) $8.7 million to pay
Permitted Expenses if the Closing Date shall not have occurred on or before
May 31, 1996":
"plus (F) $2.35 million to pay Permitted Expenses if the
Closing Date shall not have occurred on or before June 30,
1996".
<PAGE>
<PAGE> 2
3. Paragraph 2 shall be amended by replacing the word "and"
immediately prior to clause (d) with a "," and adding the following
language at the end of the sentence:
"and (e) of the $2.35 million described in clause (F) of
paragraph 1 above, an amount sufficient to pay all interest
that will become due from RCPI to Whitehall and GSMC on or
before July 19, 1996 shall be available only to pay such
interest."
4. Paragraph 3 shall be amended by replacing the words "June
30, 1996" in the proviso with the words "July 19, 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. 4 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
<PAGE>
<PAGE> 3
or caused this Amendment No. 4 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
