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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. ____)
ROCKEFELLER CENTER PROPERTIES, INC.
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(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
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(Name, address and telephone number of person authorized to receive
notices and communications)
May 18, 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 [x].
(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. 55305P100 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: 2,705,200(1)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None.
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 2,705,200(1)
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 2,705,200(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.
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CUSIP No. 55305P100 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: WC
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: 2,705,200
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None.
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 2,705,200
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 2,705,200
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. 55305P100 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: 2,705,100
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None.
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 2,705,100
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 2,705,100
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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Item 1. Securities and Issuer.
---------------------
This Statement relates to the common stock, par value $0.01
(the "Common Stock"), of Rockefeller Center Properties, Inc. (the
"Company"). The address of the principal executive offices of the
Company is 1270 Avenue of the Americas, New York, New York 10020.
This Schedule 13D is being filed by Leucadia National Corporation
("Leucadia") and its subsidiaries, LNC Investment, Inc. ("LNC") and
Leucadia, Inc. ("LI") (collectively, the "Beneficial Owners").
Item 2. Identity and Background.
-----------------------
(a)-(c) LNC is a Delaware corporation. The address of its
principal office is 3411 Silverside Road, 103 Springer Bldg.,
Wilmington, Delaware 19810. LNC's primary business is investing in
earning assets (including loans and advances to other subsidiaries of
Leucadia) on a short term and long term basis. All of LNC's
outstanding shares are owned by LI.
LI is a New York corporation with its principal office at
315 Park Avenue South, New York, New York 10010. LI is principally
engaged in manufacturing and holds equity interests in a number of
other companies engaged in non-financial and financial areas. All of
LI's outstanding shares are owned by Leucadia.
Leucadia is a New York corporation with its principal office
at 315 Park Avenue South, New York, New York 10010. Leucadia is a
financial services holding company principally engaged in personal and
commercial lines of property and casualty insurance, life and health
insurance, banking and lending, incentive services and manufacturing.
Approximately 39.5% of the outstanding common shares of Leucadia
(including common shares issuable upon the exercise of warrants) is
beneficially owned (directly and through family members) by Ian M.
Cumming, Chairman of the Board and a Director of Leucadia and by
Joseph S. Steinberg, a director and President of Leucadia (excluding
an additional 2.0% of the common shares of Leucadia beneficially owned
by two trusts for the benefit of Mr. Steinberg's minor children, as to
which Mr. Steinberg disclaims beneficial ownership). Private
charitable foundations independently established by each of Messrs.
Cumming and Steinberg beneficially own approximately .9% and .8%,
respectively, of the outstanding common shares of Leucadia. Mr.
Cumming and Mr. Steinberg each disclaim beneficial ownership of the
common shares of Leucadia held by their respective private charitable
foundation.
The following information with respect to each executive
officer and director of LNC, LI and Leucadia is set
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forth in Appendix A: (i) name, (ii) business address, (iii) principal
occupation or employment and (iv) name of any corporation or other
organization in which such employment is conducted, together with the
principal business and address of any such corporation or organization
other than Leucadia for which such information is set forth above.
(d)-(f) During the last five years, none of the Beneficial
Owners and, to their knowledge, none of the other persons identified
pursuant to Paragraphs (a) through (c) of this Item 2 has been,
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which such individual was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws. To the knowledge of
the Beneficial Owners, each of the individuals identified pursuant to
Paragraphs (a) through (c) of this Item 2 is a United States citizen.
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
2,705,100 shares of Common Stock acquired by it was approximately
$12,831,629 (including brokerage commissions). The purchase price for
the 2,705,100 shares of Common Stock was derived from LNC's working
capital.
The total amount of funds used by LI to purchase the 100
shares of Common Stock acquired by it was approximately $540
(including brokerage commissions). The purchase price for the 100
shares of Common Stock was derived from LI's working capital.
Item 4. Purpose of the Transaction.
--------------------------
The purpose of the Beneficial Owners in acquiring the Common
Stock of the Company was to obtain a significant equity interest in
the Company.
The Beneficial Owners have noted the recent bankruptcy
filing of the owner of the land and buildings known as Rockefeller
Center, to which the Company has a $1.3 billion outstanding secured
loan, the Company's principal asset. The Beneficial Owners intend to
closely monitor developments at and pertaining to the Company, as well
as the activities of the
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Company. The Beneficial Owners may seek to influence management, and
intend to express their views to management on and concerning the
Company. The Beneficial Owners also intend to consult with management
of the Company. It should be noted that the possible activities of
the Beneficial Owners are subject to change at any time.
Depending upon relevant economic and market conditions
prevailing at the time, the Beneficial Owners may determine to acquire
additional shares of Common Stock in the open market or privately
negotiated transactions or otherwise or to dispose of any or all
shares of Common Stock owned by the Beneficial Owners; however,
there is no assurance that the Beneficial Owners will actually
purchase any additional shares of Common Stock or dispose of any
shares of Common Stock.
Except as described above, the Beneficial Owners have no
plan or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of May 30, 1995, the Beneficial Owners beneficially
owned the following shares of Common Stock:
(i) LNC is the direct owner of 2,705,100 shares of Common
Stock. The 2,705,100 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.
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(iv) Except as set forth in paragraphs (i) through (iii) of
this Item 5(a), or in Appendix A hereto to the best knowledge of
the Beneficial Owners, none of the other persons identified
pursuant to Item 2 above 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 2,705,100 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 during the past sixty days 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 during the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities
of the Issuer
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There are no contracts, arrangements, understandings or
relationships with respect to any securities of the Company (i) among
the Beneficial Owners and, to the best of their knowledge, any of the
other persons identified pursuant to Item 2 above and (ii) between (a)
the Beneficial Owners and, to the best of their knowledge, any of the
other persons identified pursuant to Item 2 above and (b) any other
person, other than the agreement filed herewith as Exhibit 1.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
1. Agreement among the Beneficial Owners with respect to
the filing of this Schedule 13D.
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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: May 30, 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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ADDITIONAL INFORMATION CONCERNING LEUCADIA
Directors and Executive Officers of Leucadia, LNC and LI
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Set forth below are the name, business address, present
principal occupation or employment of each director and executive
officer of Leucadia, LNC and LI. To the knowledge of the Beneficial
Owners, each person listed below is a United States citizen. Unless
otherwise indicated, the business address of each person named below
is c/o Leucadia National Corporation, 315 Park Avenue South, New York,
New York 10010.
For purposes of this schedule, Leucadia is referred to as
"(a)", LNC is referred to as "(b)", and LI is referred to as "(c)".
<TABLE>
<CAPTION>
Name and Business Director- Principal Occupa-
Address ships Offices tion or Employment
----------------- --------- ------- ------------------
<S> <C> <C> <C>
Ian M. Cumming (a)(c) Chairman of the Chairman of the
Leucadia National Board of (a), Board of (a)
Corporation (b) and (c)
529 E. South Temple
Salt Lake City
Joseph S. Steinberg (a)(c) President of (a) President of (a)
and (c)
Paul M. Dougan (a) -- President and Chief
c/o Equity Oil Company Executive Officer
10 West 300 South of Equity Oil
Salt Lake City, Utah Company (a company
engaged in oil and
gas exploration and
production having
an office in Salt
Lake City, Utah)
Lawrence D. Glaubinger (a) -- Chairman of the
c/o Stern & Stern Board of Stern &
Industries, Inc. Stern Industries (a
708 Third Avenue company engaged in
New York, N.Y. the manufacture and
sale of textiles);
President of
Lawrence Economic
Consulting Inc., a
management consult-
ing firm
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<CAPTION>
Name and Business Director- Principal Occupa-
Address ships Offices tion or Employment
----------------- --------- ------- ------------------
<S> <C> <C> <C>
James E. Jordan (a) -- President of The
c/o The Jordan Company William Penn
9 West 57th St. Corporation (a
New York, N.Y. 10019 holding company for
an investment
advisor to The
William Penn family
of mutual funds)
Jesse Clyde Nichols, III (a) -- President of
c/o Nichols Industries, Inc. Nichols Industries,
5001 E. 59th St. Inc. (a holding
Kansas City, Mo. 64130 company for
manufacturing and
construction sub-
sidiaries)
Thomas E. Mara (b)(c) Executive Vice Executive Vice
President and President and
Treasurer of (a) Treasurer of (a)
and (c);
President of (b)
Lawrence S. Hershfield -- Executive Vice Executive Vice
President of (a) President of (a)
and (c)
Joseph A. Orlando (b) Vice President Vice President and
and Comptroller Comptroller of (a)
of (a) and (c);
Executive Vice
President of (b)
Paul J. Borden -- Vice President Vice President of
of (a), (b) and (a)
(c)
Mark Hornstein (b) Vice President Vice President of
of (a) and (c); (a)
Vice President
and Treasurer of
(b)
Ruth Klindtworth -- Secretary and Secretary and Vice
Vice President- President-Corporate
Corporate Administrator of
Administrator of (a)
(a); Vice
President and
Secretary of (b)
and (c)
David K. Sherman -- Vice President Vice President of
of (a), (b) and (a)
(c)
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<CAPTION>
Name and Business Director- Principal Occupa-
Address ships Offices tion or Employment
----------------- --------- ------- ------------------
<S> <C> <C> <C>
Stephen C. Perry -- Vice President President of the
of (c) manufacturing
division of (c)
Michael D. Latta -- Vice President Vice President of
of (c) the manufacturing
division of (c)
William Jacobsen -- Vice President Vice President of
of (c) the manufacturing
division of (c)
John Rosenberger -- Vice President Vice President of
of (c) the manufacturing
division of (c)
Mitchell Samuels -- Vice President Vice President of
of (c) the manufacturing
division of (c)
</TABLE>
The following persons listed below beneficially own Common Shares as
follows:
(a) Minor children of Joseph S. Steinberg hold in a brokerage
account Convertible Debentures convertible into 1692 Common
Shares.
(b) Mark Hornstein owns directly 100 Common Shares.
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Appendix B
<TABLE>
<CAPTION>
Date of Transaction Number of Price Per
by LNC Shares Purchased(1) Share(2)
--------------------- -------------------- ------------
<S> <C> <C>
May 10, 1995 3,500 $5.04
May 11, 1995 259,200 5.084
May 16, 1995 1,262,200 4.592
May 17, 1995 25,000 4.415
May 18, 1995 293,600 4.497
May 19, 1995 30,000 4.665
May 22, 1995 85,800 4.766
May 23, 1995 113,600 4.888
May 24, 1995 4,000 4.79
May 26, 1995 217,500 4.996
May 30, 1995 62,000 5.04
</TABLE>
(1) All shares were purchased in publicly brokered transactions.
(2) Includes brokers' commissions.
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EXHIBIT INDEX
Exhibit No. Document
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1. Agreement among the Beneficial Owners,
with respect to the filing of this
Schedule 13D.
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Exhibit 1
AGREEMENT
This will confirm the agreement by and among all the
undersigned that the Schedule 13D filed on or about this date with
respect to the beneficial ownership of the undersigned of shares of
common stock of Rockefeller Center Properties, Inc. is being filed on
behalf of each of the entities named below. This agreement may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Dated: May 30, 1995
LNC INVESTMENTS, INC.
By: /s/ Joseph A. Orlando
--------------------------
Name: Joseph A. Orlando
Title: Executive Vice
President
LEUCADIA, INC.
By: /s/ Joseph A. Orlando
--------------------------
Name: Joseph A. Orlando
Title: Vice President
LEUCADIA NATIONAL CORPORATION
By: /s/ Joseph A. Orlando
-------------------------
Name: Joseph A. Orlando
Title: Vice President
