<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. 2)
ROCKEFELLER CENTER PROPERTIES, INC.
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per 773102108
share
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
Joseph A. Orlando
Leucadia National Corporation
315 Park Avenue South
New York, N.Y. 10010
(212) 460-1900
- --------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
September 29, 1995
- --------------------------------------------------------------------------
(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 the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
<PAGE>
<PAGE>
CUSIP No. 773102108 13D
1 NAME OF REPORTING PERSON: Leucadia National Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF New York
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None.
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,714,000 (1)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None.
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 2,714,000 (1)
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 2,714,000 (1)
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.1%
14 TYPE OF REPORTING PERSON: CO
(1) Excludes certain shares as described in Item 5 herein.
<PAGE>
<PAGE>
CUSIP No. 773102108 13D
1 NAME OF REPORTING PERSON: Leucadia, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF New York
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None.
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,714,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None.
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 2,714,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 2,714,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.1%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 773102108 13D
1 NAME OF REPORTING PERSON: LNC Investments, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None.
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 2,713,900
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None.
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 2,713,900
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 2,713,900
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.1%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
This Statement constitutes Amendment No. 2 to the Statement
on Schedule 13D as previously amended (the "Schedule 13D") filed with
the Securities and Exchange Commission by Leucadia National
Corporation ("Leucadia") and its subsidiaries, LNC Investments, Inc.
("LNC") and Leucadia, Inc. ("LI") (collectively, the "Beneficial
Owners") with respect to the Common Stock, par value $0.01 (the
"Common Stock") of Rockefeller Center Properties, Inc. (the
"Company"). Unless otherwise indicated, all capitalized terms used
herein shall have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of the Transaction
--------------------------
On September 29, 1995, Leucadia delivered a letter to the
Company announcing its support for the shareholder rights plan
proposed by Gotham Partners, L.P., its intention to not support either
the Zell or Goldman Sachs proposals as presently constituted and its
intention to subscribe to the rights outlined in the Gotham Partners'
proposal. A copy of the Leucadia letter is filed herewith and
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of September 29, 1995, the Beneficial Owners
beneficially owned the following shares of Common Stock:
(i) LNC is the direct owner of 2,713,900 shares of Common
Stock. The 2,713,900 shares represent approximately 7.1% of the
38,260,000 shares of Common Stock outstanding.
(ii) LI is the direct owner of 100 shares of Common Stock,
which represent less than .1% of the 38,260,000 shares of Common
Stock outstanding. By virtue of its ownership of all of the
outstanding capital stock of LNC, LI is for purposes of this
Schedule 13D, a beneficial owner of all of the shares of Common
Stock beneficially owned by LNC.
(iii) By virtue of its ownership of all of the outstanding
capital stock of LI, Leucadia is, for purposes of this Schedule
13D, a beneficial owner of all of the shares of Common Stock of
which LI is a beneficial owner. All amounts represented in this
Schedule 13D exclude $50,000 face amount of 8%/13% Current Coupon
Convertible Debentures due December 31, 2000 (the "Convertible
Debentures"), which are convertible into 4,230 Common Shares,
owned by the Leucadia Foundation, the trustees of which are Ian
M. Cumming and Joseph S. Steinberg.
<PAGE>
<PAGE>
(iv) Except as set forth in paragraphs (i) through (iii) of
this Item 5(a), or in Appendix A to the Schedule 13D to the best
knowledge of the Beneficial Owners, none of the other persons
identified pursuant to Item 2 beneficially owns any shares of the
Company's Common Stock.
(b) LNC, LI and Leucadia share LNC's voting and dispositive
powers with respect to the 2,713,900 shares of Common Stock owned
directly by LNC. LI and Leucadia share LI's voting and dispositive
powers with respect to the 100 shares of Common Stock owned directly
by LI.
(c) The information set forth in Appendix C and in response
to Item 6 hereof is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
LNC has granted call options with respect to an aggregate of
275,000 shares of Common Stock to Chemical Securities Inc. and BT
Securities. These call options are exercisable on April 16, 1996
(with respect to 50,000 shares subject to option held by Chemical
Securities Inc.) and April 19, 1996 (with respect to 225,000 shares
subject to option held by BT Securities) at exercise prices ranging
from $7.25 per share to $7.50 per share. LNC has pledged to the
holders of such call options the number of shares of Common Stock
subject to each respective call option. Set forth in Appendix C is
certain information concerning such call options.
Item 7. Material to Be Filed as Exhibits
--------------------------------
2. Letter dated September 29, 1995 from Leucadia National
Corporation to the Company.
<PAGE>
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete and correct.
Dated: September 29, 1995
LEUCADIA NATIONAL CORPORATION
LEUCADIA, INC.
LNC INVESTMENTS, INC.
By: /s/ Joseph A. Orlando
---------------------------
Name: Joseph A. Orlando
Title: Vice President of
Leucadia National Corporation,
Vice President of Leucadia, Inc.
and Executive Vice President of LNC
Investments, Inc.
<PAGE>
<PAGE>
Appendix C
<TABLE>
<CAPTION>
Number of Option
Shares Price Exercise
Date of Transaction Subject to Per Price
by LNC Call Option(1) Share Buyer Per Share
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
September 15, 1995 75,000 $.9900 BT Securities $7.500
September 19, 1995 50,000 $.9700 BT Securities 7.375
September 19, 1995 50,000 $.9100 Chemical 7.500
Securities, Inc.
September 20, 1995 50,000 $.9561 BT Securities 7.375
September 20, 1995 50,000 $.9400 BT Securities 7.250
</TABLE>
(1) All options were sold in private transactions.
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Document Page No.
----------- --------------------------- --------
2. Letter dated September 29, 1995
from Leucadia National Corporation
to Dr. Peter Linneman
NYFS04...:\30\76830\0001\1197\SCH6015K.06B
<PAGE>
EXHIBIT 2
LEUCADIA NATIONAL CORPORATION
315 Park Avenue South
New York, New York 10010-3679
(212) 460-1900
Fax (212) 598-4869
September 29, 1995
Dr. Peter Linneman
Chairman of the Board
Rockefeller Center Properties
1270 Avenue of the Americas
Suite 2410
New York, New York 10020
Dear Dr. Linneman:
We have carefully reviewed the Gotham proposal. We support it. We
will not support either the Zell or Goldman proposals as presently
constituted. We trust that the other shareholders will have similar
views. We would intend to subscribe to the rights as outlined in the
Gotham proposal.
Sincerely,
/s/ Joseph S. Steinberg
Joseph S. Steinberg
President
JSS:reg
R165
NYFS04...:\30\76830\0001\570\LTR9295M.260
