-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IxicQ9GvJtTjHH7fM1s7t7tvGvzCYI+hl5JjUVdOSwH7Ady61VHAt0reA5YxzfVp oGKhBJorLofCZ8vKQFLUuQ== 0000912057-96-002912.txt : 19960223 0000912057-96-002912.hdr.sgml : 19960223 ACCESSION NUMBER: 0000912057-96-002912 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960221 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960222 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKEFELLER CENTER PROPERTIES INC CENTRAL INDEX KEY: 0000773652 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133280472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08971 FILM NUMBER: 96524257 BUSINESS ADDRESS: STREET 1: 1270 AVENUE OF THE AMERICAS STREET 2: STE 2410 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128417760 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K --------------------------------- CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 --------------------------------- Date of Report (date of earliest event reported): February 22, 1996 (February 12, 1996) ROCKEFELLER CENTER PROPERTIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-8971 13-3280472 - ----------------------- ------------------- ------------------- (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification No.) incorporation) 1270 Avenue of the Americas, New York, New York 10020 - ------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 698-1440 2 ITEM 5. OTHER EVENTS ------------ Rockefeller Center Properties, Inc. ("RCPI"), RCPI Holdings Inc. ("Parent"), RCPI Merger Inc. ("Sub"), Whitehall Street Real Estate Limited Partnership V ("Whitehall"), Rockprop, L.L.C. ("Rockprop"), David Rockefeller ("Mr. Rockefeller"), Exor Group S.A. ("Exor") and Troutlet Investments Corporation ("Troutlet", and together with Whitehall, Rockprop, Mr. Rockefeller and Exor, the "Investors") have entered into Amendment No. 1 dated as of February 12, 1996 ("Amendment No. 1 to the Merger Agreement") to the Agreement and Plan of Merger dated as of November 7, 1995 (the "Merger Agreement") among RCPI, Parent, Sub and the Investors. Amendment No. 1 to the Merger Agreement, among other things, (a) extends the date by which the Joint Plan for Borrower's Chapter 11 Case or any Alternative Chapter 11 Plan (as such terms are defined in the Merger Agreement, as amended by Amendment No. 1 to the Merger Agreement) must be confirmed from February 29, 1996 to March 31, 1996 and (b) extends the outside date for consummation, the date on or after which, if the merger contemplated by the Merger Agreement has not heretofore been consummated, Parent or RCPI may terminate from March 31, 1996, to April 30, 1996. In addition, in Amendment No. 1 to the Merger Agreement each Investor acknowledges that, as of February 12, 1996, it has no actual knowledge of the occurrence of a material adverse change in the financial condition of RCPI or in the financial or physical condition of the Property (as defined in the Merger Agreement, as amended by Amendment No. 1 to the Merger Agreement) since December 31, 1994. A copy of Amendment No. 1 to the Merger Agreement is filed herewith as Exhibit 10.31 and is incorporated herein by reference. RCPI and Goldman Sachs Mortgage Company ("GSMC") have entered into Amendment No. 1 dated as of February 13, 1996 ("Amendment No. 1 to the Supplemental Agreement") to the Supplemental Agreement dated as of November 7, 1995 (the "Supplemental Agreement") to the Loan Agreement dated as of December 18, 1994 by and among RCPI, the Lenders parties thereto and GSMC, as Agent thereunder. Amendment No. 1 to the Supplemental Agreement, among other things, provides that an additional $2.5 million will be made available to RCPI as a part of the GSMC Loans (as defined in the Merger Agreement, as amended by Amendment No. 1 to the Merger Agreement) for the purposes, and subject to the terms and conditions, set forth therein, if the closing under the Merger Agreement has not occurred on or before March 31, 1996. A copy of Amendment No. 1 to the Supplemental Agreement is filed herewith as Exhibit 10.32 and is incorporated herein by reference. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (c) Exhibits The following are being filed as exhibits to this Report: (10.31) Text of Amendment No. 1 dated as of February 12, 1996 to the Agreement and Plan of Merger dated as of November 7, 1995 among Rockefeller Center Properties, Inc., RCPI Holdings Inc., RCPI Merger Inc., Whitehall Street Real Estate Limited Partnership V, Rockprop, L.L.C., David Rockefeller, Exor Group S.A. and Troutlet Investments Corporation. (10.32) Text of Amendment No. 1 dated as of February 13, 1996 to the Supplemental Agreement dated as of November 7, 1995 between Rockefeller Center Properties, Inc. and Goldman Sachs Mortgage Company. 4 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized. ROCKEFELLER CENTER PROPERTIES, INC. (Registrant) By:/S/ RICHARD M. SCARLATA Name: Richard M. Scarlata Title: President and Chief Executive Officer (Principal Financial Officer and Principal Accounting Officer) Dated: February 22, 1996 5 INDEX TO EXHIBITS ----------------- Exhibit Number Description - ------ ----------- 10.31 Text of Amendment No. 1 dated as of February 12, 1996 to the Agreement and Plan of Merger dated as of November 7, 1995 among Rockefeller Center Properties, Inc., RCPI Holdings Inc., RCPI Merger Inc., Whitehall Street Real Estate Limited Partnership V, Rockprop, L.L.C., David Rockefeller, Exor Group S.A. and Troutlet Investments Corporation. 10.32 Text of Amendment No. 1 dated as of February 13, 1996 to the Supplemental Agreement dated as of November 7, 1995 between Rockefeller Center Properties, Inc. and Goldman Sachs Mortgage Company. EX-10.31 2 EXHIBIT 10.31 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1, dated as of February 12, 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 (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. MERGER OF SUB INTO PARENT. Prior to the Effective Time, in accordance with the DGCL, Sub shall be merged with and into Parent, the separate corporate existence of Sub shall cease and Parent shall be the surviving corporation in the merger. In accordance with the DGCL, all of the rights, privileges, powers, immunities, purposes and franchises (collectively, "Rights") of Parent and Sub (including, without limitation, the Rights of each of Parent and Sub under the Merger Agreement) shall vest in Parent, and all of the debts, liabilities, obligations and duties (collectively, "Obligations") of Parent and Sub (including, without limitation, the Obligations of each of Parent and Sub under the Merger Agreement) shall become the Obligations of Parent. 3. CERTAIN BANKRUPTCY-RELATED MATTERS. (a) The final sentence of Section 4.2(h)(i) shall be revised (i) by inserting after the phrase "but in any event so as to allow the Joint Plan for Borrower" the phrase "or any Alternative Chapter 11 Plan (as defined below)" and (ii) by deleting the words "February 29, 1996" and replacing such words with the words "March 31, 1996." (b) The second sentence of Section 5.2(e) shall be amended and restated as follows: The maximum amount to be provided (or assumed) by RCPI under the Joint Plan for Borrower or under any Alternative Chapter 11 Plan to be used to fund liabilities of the Borrower or its estate shall not exceed (x) $20 million (exclusive of the debtor-in-possession financing permitted under Section 4.2(b)(Q)) of liabilities related to administrative expenses, claims entitled to priority under the Bankruptcy Code, cure payments relating to leases and other executory contracts to be assumed (including tenant improvements) reasonably acceptable to Parent, and certain general unsecured claims reasonably acceptable to Parent, and (y) all unpaid Allowed Ordinary Course 1 Administrative Operating Expense Claims (as defined in the Joint Plan for Borrower or an Alternative Chapter 11 Plan), subject to the right to object to such claims as provided for under the Joint Plan for Borrower or an Alternative Chapter 11 Plan. (c) In addition to the conditions to the obligations of Parent and each of the Investors set forth in Section 5.2, the obligations of Parent and each of the Investors under the Merger Agreement to consummate the transactions contemplated thereby are subject to the satisfaction of the condition that all conditions to the occurrence of the effective date of the Joint Plan for Borrower or an Alternative Chapter 11 Plan shall have been satisfied or waived. 4. GSMC LOANS. (a) Section 4.4(b) shall be amended by adding the following language immediately after the words "plus (B) $12 million to pay Permitted Expenses if the Closing Date shall not have occurred on or before December 31, 1995,": "plus (C) $2.5 million to pay Permitted Expenses if the Closing Date shall not have occurred on or before March 31, 1996,". (b) Section 4.4(b) shall be further amended by replacing the word "and" immediately prior to clause (2) with a "," and adding the following language at the end of the first sentence: "and (3) of the amount described in clause (C), an amount sufficient to pay all interest that will become due from RCPI to Whitehall and GSMC on or before April 30, 1996 shall be available only to pay such interest". (c) Section 4.4(b) shall be further amended by replacing the words "March 31, 1996" in the proviso in the second sentence thereof with the words "April 30, 1996". 5. SATISFACTION OF CERTAIN CONDITIONS. The parties acknowledge and agree that the conditions to the obligations of Parent and each Investor to consummate the transactions contemplated by the Merger Agreement set forth in Sections 5.2(j) and (k) have been satisfied. 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. TERMINATION DATE. Section 6.1(d) shall be amended by deleting the words "March 31, 1996" from the first clause thereof, and replacing such words with the words "April 30, 1996." 8. 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. 9. MISCELLANEOUS. (a) This Amendment No. 1 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 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. 2 (c) This Amendment No. 1 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 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/ BARRY S. VOLPERT ----------------------------------- Name: Barry S. Volpert Title: Vice President RCPI MERGER INC. By: /s/ Barry S. Volpert ----------------------------------- Name: Barry S. Volpert 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 3 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 4 For Purposes of Section 4 hereof only: GOLDMAN SACHS MORTGAGE COMPANY By: Goldman Sachs Real Estate Funding Corp., General Partner By: /s/ STEVEN T. MNUCHIN -------------------------------- Name: Steven T. Mnuchin Title:President 5 EX-10.32 3 EXHIBIT 10.32 AMENDMENT NO. 1 TO SUPPLEMENTAL AGREEMENT AMENDMENT NO. 1, dated as of February 13, 1996, between Rockefeller Center Properties, Inc. ("RCPI") and Goldman Sachs Mortgage Company ("GSMC") to the Supplemental Agreement, dated November 7, 1995 (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. 1 to the Agreement and Plan of Merger ("Amendment No. 1 to the Merger Agreement"), dated as of February 12, 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. 1 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 (B) $12 million to pay Permitted Expenses (as defined in the Merger Agreement) if the Closing Date (as defined in the Merger Agreement) shall not have occurred on or before December 31, 1995": "plus (C) $2.5 million to pay Permitted Expenses if the Closing Date shall not have occurred on or before March 31, 1996". 1 3. Paragraph 2 shall be amended by replacing the word "and" immediately prior to clause (b) with a "," and adding the following language at the end of the sentence: "and (c) of the $2.5 million described in clause (C) of paragraph 1 above, an amount sufficient to pay all interest that will become due from RCPI to Whitehall and GSMC on or before April 30, 1996 shall be available only to pay such interest". 4. Paragraph 3 shall be amended by replacing the words "March 31, 1996" in the proviso with the words "April 30, 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. 2 6. This Amendment No. 1 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 or caused this Amendment No. 1 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 3 -----END PRIVACY-ENHANCED MESSAGE-----