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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 1)
ROCKEFELLER CENTER PROPERTIES, INC.
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(Name of Issuer)
Common Stock, par value $.01 per 773102108
share
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(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
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(Name, address and telephone number of person authorized to receive
notices and communications)
June 16, 1995
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(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.
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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(F1)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None.
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 2,714,000(F1)
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 2,714,000(F1)
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
(F1) Excludes certain shares as described in Item 5 herein.
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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
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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: WC
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
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This Statement constitutes Amendment No. 1 to the Statement
on Schedule 13D (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 3. Source and Amount of Funds or Other Consideration.
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The total amount of funds used by LNC to purchase the 8,800
shares of Common Stock acquired by it from the date of the Schedule
13D was approximately $44,352 (including brokerage commissions). The
purchase price for the 8,800 shares of Common Stock was derived from
LNC's working capital.
Item 4. Purpose of the Transaction
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Depending upon relevant economic and market conditions
prevailing at the time and other relevant considerations, the
Beneficial Owners may determine to acquire additional shares of Common
Stock in the open market, by public tender or in privately negotiated
transactions. The Beneficial Owners may also elect to dispose of any
or all shares of Common Stock owned by them at any time. There is no
assurance that the Beneficial Owners will actually acquire additional
shares of Common Stock or dispose of any shares of Common Stock.
Without limitation of the foregoing, the Beneficial Owners
intend to make recommendations or proposals to the owners of
Rockefeller Center and to the Company and to hold discussions with the
management of the Company, other stockholders of the Company, the
owners of Rockefeller Center and others relating to strategies for
dealing with the recent bankruptcy filing by the owners and for the
refinancing or repayment of all or a portion of the Company's existing
indebtedness, which may include suggested arrangements for the raising
of additional debt and equity capital by the Company. Such
recommendations or proposals may involve, without limitation, such
things as the arrangement by the Beneficial Owners of loans to the
Company by institutional lenders, the participation by the Beneficial
Owners in a tender offer for some or all of the outstanding shares of
Common Stock, the acquisition of the Company or its assets by the
Beneficial Owners and others, by way of merger or otherwise, and the
purchase by the Beneficial Owners and others of newly issued shares of
Common Stock. In connection with the negotiation or
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consummation of any such possible recommendations or proposals, the
Beneficial Owners may seek representation on the Company's Board of
Directors. As of the date hereof, the Beneficial Owners have not made
any formal or binding offers or entered into any agreements with the
Company, any other stockholder or the owners of Rockefeller Center
with respect to any such possible recommendations or proposals.
Item 5. Interest in Securities of the Issuer.
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(a) As of June 21, 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.
(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 concerning transactions in Common Stock
effected by the Beneficial Owners since the date of the
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Schedule 13D is set forth on Appendix B attached hereto. Except as
set forth in Appendix B, none of the persons identified pursuant to
Item 2 above has effected any transaction in Common Stock since the
date of the Schedule 13D.
(d) Not applicable.
(e) Not applicable.
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SIGNATURE
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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: June 21, 1995
LEUCADIA NATIONAL CORPORATION
LEUCADIA, INC.
LNC INVESTMENTS, INC.
By: /s/ Joseph A. Orlando
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Name: Joseph A. Orlando
Title: Vice President of
Leucadia National Corporation,
Vice President of Leucadia, Inc.
and Executive Vice President of LNC
Investments, Inc.
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Appendix B
Date of Transaction Number of Price Per
by LNC Shares Purchased(F1) Share(F2)
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June 15, 1995 8,800 $5.04
(F1) All shares were purchased in publicly brokered
transactions.
(F2) Includes brokers' commissions.
