-----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, L6UkRRe1C6xccgEhfXyt6iFez4X97TeduC5J6I0cGaurmSg3S0/gPK4waGiKAGyO 04tXeV1pZ6iXWHH0NHWXgQ== 0000898822-96-000090.txt : 19960325 0000898822-96-000090.hdr.sgml : 19960325 ACCESSION NUMBER: 0000898822-96-000090 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960322 SROS: NYSE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37338 FILM NUMBER: 96537268 BUSINESS ADDRESS: STREET 1: 1270 AVENUE OF THE AMERICAS STREET 2: STE 2410 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128417760 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTHAM PARTNERS L P CENTRAL INDEX KEY: 0000899983 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 SCHEDULE 13D (AMENDMENT NO. 3) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Rockefeller Center Properties, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 773102108 (CUSIP Number) Eric S. Robinson c/o Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000 (Name, address and telephone number of person authorized to receive notices and communications) March 21, 1996 (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 this statement: -1- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Gotham Partners, L.P. 13-3700768 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 Items 2(d) or 2(e) 6. Citizenship or Place of Organization New York Number of 7. Sole Voting Power Shares 2,124,900* Beneficially 8. Shared Voting Power Owned by Each Reporting 9. Sole Dispositive Power Person With 2,124,900* 10. Shared Dispositive Power 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,124,900* *Including Options See Item 5 12. Check if the Aggregate Amount in Row (11) Excludes Cer- tain Shares 13. Percent of Class Represented by Amount in Row (11) 5.55% See Item 5 14. Type of Reporting Person PN -2- AMENDMENT NO. 3 SCHEDULE 13D RELATING TO THE COMMON STOCK OF ROCKEFELLER CENTER PROPERTIES, INC. This statement constitutes Amendment No. 3 to the Schedule 13D filed August 17, 1995 (as amended, the "Schedule 13D") by Gotham Partners, L.P. ("Gotham" or the "Reporting En- tity"), a New York limited partnership, in connection with the ownership of common stock, par value $.01 (the "Common Stock"), of Rockefeller Center Properties, Inc., a Delaware corporation (hereinafter referred to as the "Company"). Capitalized terms used herein and not otherwise defined herein shall have the same meaning as such terms have in the Schedule 13D filed Au- gust 17, 1995, as described above. Item 4. Purpose of the Transaction, is hereby amended by add- ing the following thereto: On March 21, 1996, the Reporting Entity issued a press release. The text of such press release is attached hereto as Exhibit 7 and is incorporated herein by reference in its entirety. Item 7. Material to be Filed as Exhibits, is hereby amended by adding the following thereto: Exhibit No. Exhibit 7 Press Release, dated March 21, 1996, issued by the Reporting Entity. SIGNATURE After reasonable inquiry and to the best of my knowl- edge and belief, I certify that the information set forth in this statement is true, complete and correct. GOTHAM PARTNERS, L.P. By: Section H. Partners, L.P., its general partner By: DPB Corp., a general partner By:/s/ David P. Berkowitz Name: David P. Berkowitz Title: President Dated: March 22, 1996 -2- INDEX TO EXHIBITS Exhibit No. Exhibit Page 7 Press Release, dated March 21, 1996, issued by the Reporting Entity. EX-7 2 Exhibit 7 Gotham Partners, L.P. Votes Rockefeller Center Properties, Inc. (RCP) Shares In Favor of Goldman $8.00 Merger Transaction NEW YORK/March 20 -- Representatives of Gotham Partners, L.P., a NY based private investment partnership, said today that it had voted its shares in favor of the Goldman Sachs/Tishman Speyer/Rockefeller $8.00 cash merger transaction. Gotham released the following statement. "We believe that the timely consummation of the $8.00 cash merger is in the best interests of all REIT shareholders. At $8.00 per share, the implicit price paid by the Goldman Group for Rockefeller Center is approximately $1.25 billion. In light of the Property's anticipated cash flow generation over the next several years, the prevailing level of interest rates, and the terms of real estate debt financing available in the marketplace, we strongly believe that $8.00 is a fair price. Over the past ten months we have explored various potential transaction alternatives designed to maximize shareholder value. Based on these efforts, we believe there are no superior feasible alternatives to the merger. In addition, we believe the risks to shareholders associated with non- consummation of the Transaction are significant. As an alternative to the Merger, RCP has proposed a Goldman Sachs-led rights offering transaction. We believe that the terms of the proposed pre-negotiated Goldman rights offering transaction are dilutive and not nearly as financially attractive as the cash merger. More importantly, the Goldman rights offering transaction is not an underwritten transaction, but rather is contingent upon a minimum share price for rights of $6.00 per share and the negotiation of market terms for the Goldman standby commitment. We believe that market terms for the Goldman standby commitment may not be fulfilled by a rights offering at $6.00 per share indicating significant risk to its consummation. Without a feasible rights offering transaction or other source of liquidity, the Company will run out of cash within a short period of time. The constraints of the Company's contractual obligations with its debt and warrant holders make raising new financing costly and difficult. In the absence of new financing, bankruptcy of RCP is likely. The costs and risks to shareholders associated with a bankruptcy of the REIT are considerable, particularly in light of its high-cost debt obligations and its degree of leverage. As a result of the risks inherent in non-consummation of the merger and its financial superiority, we believe that it is in the best interests of all shareholders to vote in favor of the $8.00 merger transaction." Contact: William Ackman or David Berkowitz (212) 808-2497, Gotham Partners, L.P. -----END PRIVACY-ENHANCED MESSAGE-----