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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. 3)
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)
October 5, 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 (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.
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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: 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
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This Statement constitutes Amendment No. 3 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
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In response to a concern raised by the Company with
respect to the recent shareholder rights proposal of Gotham Partners,
L.P., on October 5, 1995, Leucadia delivered a letter to the Company
announcing its continued support for the shareholder rights plan
proposed by Gotham Partners and its willingness to act as a standby
purchaser to take up and exercise all rights that are not otherwise
exercised in the rights offering, subject to appropriate
documentation, a customary fee and compliance with legal requirements.
A copy of the Leucadia letter is filed herewith and incorporated
herein by reference.
Item 7. Material to Be Filed as Exhibits
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3. Letter dated October 5, 1995 from Leucadia National
Corporation to the Company.
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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: October 5, 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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EXHIBIT INDEX
Exhibit No. Document Page No.
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3. Letter dated October 5, 1995
from Leucadia National Corporation
to Dr. Peter Linneman
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LEUCADIA NATIONAL CORPORATION
315 Park Avenue South
New York, New York 10010-3679
(212) 460-1900
Fax (212) 598-4869
October 5, 1995
Dr. Peter Linneman
Chairman of the Board
ROCKEFELLER CENTER PROPERTIES, INC.
1270 Avenue of the Americas
Suite 2410
New York, New York 10020
Dear Dr. Linneman:
This letter confirms Leucadia's continuing support for the
Gotham proposal as originally stated in my letter to you of September
29, 1995. To enhance the Gotham proposal, we are prepared to act as
stand-by purchaser to take up and exercise all rights that are not
otherwise exercised in the rights offering contemplated by the Gotham
proposal, subject only to appropriate documentation, a customary fee,
and compliance with legal requirements.
Sincerely yours,
/s/ Joseph S. Steinberg
Joseph S. Steinberg
President
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