-----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, U2BC0XTKi5QW97Z+V130iayujGAxa2er7Y1yp192Ww+8HwNBp1bVWRJPpeKoBr/r L6BkyGtItMtDL4AjIiQBUg== 0000898822-95-000116.txt : 19951011 0000898822-95-000116.hdr.sgml : 19951011 ACCESSION NUMBER: 0000898822-95-000116 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951010 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: 95579502 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/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) 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) October 6, 1995 (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) (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 Delaware 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. 2 SCHEDULE 13D RELATING TO THE COMMON STOCK OF ROCKEFELLER CENTER PROPERTIES, INC. This statement constitutes Amendment No. 2 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 October 6, 1995, the Reporting Entity submitted a letter to the Board of Directors of the Company responding to a request from the Company's financial advisor for written clarifi- cation of certain matters relating to the rights offering proposal made by the Reporting Entity on September 28, 1995. A copy of the October 6, 1995 letter is attached hereto as Exhibit 6 and 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 6 Letter, dated October 6, 1995, from the Reporting Entity to the Board of Directors of the Company. 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: Karenina Corp., a general partner By: /s/ William A. Ackman Name: William A. Ackman Title: President By: DPB Corp., a general partner By: /s/ David P. Berkowitz Name: David P. Berkowitz Title: President Dated: October 10, 1995 -2- INDEX TO EXHIBITS Exhibit No. Exhibit Page 6 Letter, dated October 6, 1995, from the Reporting Entity to the Board of Directors of the Company. EX-6 2 EXHIBIT 6 EXHIBIT 6 Gotham Partners, L.P. 237 Park Avenue, 9th Floor New York, NY 10017 October 6, 1995 Board of Directors Rockefeller Center Properties, Inc. 1270 Avenue of the Americas Suite 2410 New York, New York 10020 Attention: Dr. Peter Linneman, Chairman Gentlemen: In response to Paine Webber's request for more detailed information regarding our September 28th recapitalization pro- posal, we have attached detailed responses to their questions. In addition, we have outlined some further thoughts below. Equity Dilution In comparing our proposal with other proposals the REIT has received, we believe a paramount consideration for the Board is the degree to which current equity holders would be diluted. The attraction of a shareholder rights offering is that one can replicate any capital structure by adjusting the amount and type of debt and equity without any dilution to existing shareholders. In contrast, any proposed recapitalization in which an outside investor buys stock at a below market price is inherently dilu- tive to shareholders. For example, instead of our current proposed capital structure, we could, in order to match the capital structure of the Zell transaction, refinance all of the Company's debt with $700,000,000 of new debt and expand the rights offering to raise $250,000,000 of new equity. This modification of the capital structure could be accomplished without any dilution to the ex- isting shareholders. Board of Directors Rockefeller Center Properties, Inc. October 6, 1995 Page 2 General Electric Lease Concession/Debt Financing The most recent press release from Equity Office Hold- ings makes reference to the low-cost financing provided by Gen- eral Electric, but does not specify the amount of a lease conces- sion to GE/NBC required to obtain this low-cost financing. In the event that the Gotham proposal were selected, we believe that GE would be willing to negotiate a similar transaction with the Company if the Board and the shareholders deemed it advisable. Leverage We understand that the Board has expressed some concern regarding the appropriate amount of leverage for the Company go- ing forward. We believe this decision should be based on a sources and uses comparison and the terms of the debt outstanding rather than a simple comparison of the absolute amount of debt and equity to be raised. In general, a capital structure which gives the Company a substantial cash cushion and includes a sig- nificant component of zero coupon debt may be less risky than a proposal (like the Zell proposal) which contemplates a lower ab- solute amount of debt which requires cash interest payments. In addition, one should also consider the term of the new financing and compare proposals assuming any floating rate-debt is swapped at fixed rates. We believe it is inappropriate to compare the cost of debt in different proposals when one proposal assumes floating rate short-term debt, and another has long-term fixed rate debt. Zero Coupon Convertible Debentures In general, we believe there is significant value to the Zero Coupon Debentures and therefore believe it is preferable to leave them outstanding. In particular, the five-year interest deferral, current tax deduction for interest, and the ability to exchange the Zeros for low-cost Floating Rate Notes are valuable features which would be eliminated if they were prepaid. How- ever, if the Board and other shareholders were to conclude, based on other available financing, that the Zeros should be prepaid, we would be happy to modify our proposal to incorporate this change. Board of Directors Rockefeller Center Properties, Inc. October 6, 1995 Page 3 Whitehall/Tishman/Rockefeller With regard to the Whitehall/Tishman/Rockefeller pro- posal, we believe the proposed price is inadequate without ad- ditional cash or non-cash consideration, possibly in the form of a participation in the future value of the property. Property Management We believe the identity of the property manager is a separate issue from the Company's ideal capital structure and ownership. We have received numerous inquiries from experienced New York owner/managers of real estate who would be excellent candidates for the long-term management and value enhancement of the property. We can identify a property manager to the Board if you thought it would enhance our proposal. As an alternative, we would welcome a property management proposal from Mr. Zell, Dis- ney, and/or Tishman Speyer. Ultimately, we believe property man- agers are interested in managing Rockefeller Center, and are minimally concerned with the composition of the ultimate owner- ship of the property. In summary, we believe that the Board should consider three distinct decisions: (1) which ownership structure offers the least equity dilution to existing shareholders; (2) what is the appropriate amount, type, and term of debt financing, and (3) who is the right property manager to create the maximum long term property value. We are interested in assisting the Company in answering each of these questions and creating maximum share- holder value. We look forward to any comments and questions you may have. Sincerely, GOTHAM PARTNERS, L.P. By: Section H. Partners, L.P., its general partner By: Karenina Corp., a general partner By: /s/ William A. Ackman Name: William A. Ackman Title: President cc: David A. Jarvis Required Clarifications to Proposal to RCPI by Gotham Partners, L.P. dated September 28, 1995 1. Describe and provide a schematic of your proposed struc- ture of RCPI and Newco at each point during and after the proposed transaction. The structure outlined in our proposal letter (the "Preferred Scenario") contemplates the following steps: Step 1: Gotham establishes a wholly owned Delaware corpora- tion ("Newco"). Step 2: Execution of agreements: -- Merger agreement between RCPI and Newco -- Financing agreement between RCPI and Senior Lender -- Standby purchase agreements between Newco and standby purchasers -- Subordination agreement between Senior Lender and Whitehall -- Amendment to Debenture Purchase Agreement between Whitehall and RCPI -- Warrant and rights exercise agreement between Whitehall and Newco Step 3: RCPI mails proxy statement seeking shareholder ap- proval for merger of RCPI into Newco (the "Merger"). Step 4: Shareholders approve Merger. RCPI calls Current Cou- pon Debentures and Floating Rate Notes for redemp- tion. RCPI issues rights to buy Newco common stock. Step 5: Senior financing closes. Floating Rate Notes and Current Coupon Debentures retired. Merger closes. Whitehall exchanges RCPI warrants and SARs for Newco warrants, which Whitehall exercises. Newco closes rights offering. The Preferred Scenario contemplates the participation of Goldman, Sachs & Co. and Whitehall Street Real Estate Lim- ited Partnership V ("Whitehall"). As we discussed in our pro- posal letter, we believe the prospects of a significant divi- dend stream makes it an intelligent economic decision for Whitehall to exercise its warrants and participate in the rights offering on the same terms as other shareholders as an alternative to having the warrants and SARs cashed out in the Merger. In addition, we believe it is a sensible business de- cision for Whitehall to agree to subordinate the 14% Debentures and modify its covenants -- as it had offered to do in connec- tion with Goldman Sachs' earlier rights offering proposal -- as an alternative to having the 14% Debentures prepaid. However, if Goldman and Whitehall do not consent to the Preferred Scenario, we believe an alternative structure exists (the "Alternative Scenario") to enable the transaction to be consummated at the cost of some time delay. Under the Alternative Scenario, (i) the 14% Debentures and the Floating Rate Notes would be retired in June 1996 from the net cash flow generated in the first quarter of 1996 by the proceeds of debtor-in-possession ("DIP") financing that are provided to RCPI, (ii) the merger agreement would provide for the cancella- tion of the Whitehall warrants and SARs in exchange for an amount equal to the difference between the exercise price and the fair market value of the Newco common stock, (iii) Newco would issue $75 million of subordinated debt to replace the 14% Debentures in the Newco capital structure and (iv) Newco would effect an additional $30 million to $50 million rights offering after the Merger to replace up to $47.5 million of equity capi- tal that would have been received by Newco upon exercise of the Newco warrants by Whitehall under the Preferred Scenario. The DIP financing would constitute part of the senior financing contemplated by our proposal. The following sets forth the steps for the Alterna- tive Scenario: Step 1: Gotham establishes a wholly owned Delaware corpora- tion, Newco. Step 2: Execution of agreements: -- Merger agreement between RCPI and Newco -- Financing agreement between RCPI and Senior Lender -- Financing agreement between Newco and Subordinated Lender -2- -- Financing agreement between DIP and DIP Lender -- Subordination agreement between Senior Lender and Subordinated Lender -- Standby purchase agreements between Newco and standby purchasers Step 3: RCPI mails proxy statement seeking shareholder ap- proval for merger of RCPI into Newco. Step 4: Shareholders approve Merger. Step 5: RCPI receives the proceeds from the DIP financing on or prior to March 31, 1996. Step 6: RCPI calls Current Coupon Debentures, 14% Debentures and Floating Rate Notes for redemption. RCPI issues rights to buy $105 million of Newco Common Stock. Step 7: Floating Rate Notes and 14% Debentures retired in June 1996 at par from net cash flow generated by DIP financing. Step 8: RCPI senior financing and Newco subordinated financ- ing close. Current Coupon Debentures redeemed. Merger closes. Whitehall warrants (if not thereto- fore exercised) and SARs cancelled in exchange for an amount based upon difference between exercise price and fair market value of Newco common stock. Newco closes initial rights offering. Step 9: Newco conducts additional $30 - $50 million rights offering. 2. Describe the equity ownership, including number of shares and percentage ownership, on both a primary and fully di- luted ownership basis at each step of your proposed trans- action. The equity ownership for the Preferred Scenario is outlined on Exhibit A. The equity ownership for the Alterna- tive Scenario is outlined on Exhibit B. -3- As shown in Exhibit A, following the consummation of the Preferred Scenario, if all rights are exercised pro rata, public shareholders of RCPI would own 80.1% of the outstanding shares of Newco, and Whitehall would own 19.9%. If no rights are exercised (other than by Whitehall and the standby purchas- ers), the public shareholders would own 57.2%, Whitehall would own 19.9%, and the standby purchasers would own 22.9% (exclud- ing any shares currently owned by the standby purchasers). Under the Alternative Scenario, we have illustrated two versions in Exhibit B based upon whether Whitehall exer- cises its RCPI warrants prior to the Merger. Under the version in which Whitehall exercises its warrants, if the rights in both rights offerings are exercised pro rata by all sharehold- ers, the public shareholders would own 87.1% of the Newco shares outstanding following the transactions with Whitehall owning 12.9%. If such rights are exercised only by Whitehall and the standby purchasers, following the consummation of the transactions the public shareholders would own 57.1%, Whitehall would own 12.9% and the standby purchasers would own 29.9% (ex- cluding any shares currently owned by the standby purchasers) of the outstanding Newco shares. Under the version of the Alternative Scenario in which Whitehall does not exercise its RCPI warrants prior to the Merger, public shareholders would own 93.4% and Whitehall would own 6.6% of the outstanding Newco shares following the transactions assuming the rights are exercised pro rata by all shareholders. If the rights in both rights offerings are exer- cised only by Whitehall and the standby purchasers, following the consummation of the transactions the public shareholders would own 57.6%, Whitehall would own 6.6% and the standby pur- chasers would own 35.8% (excluding any shares currently owned by the standby purchasers) of the outstanding Newco shares. 3. Describe the assumed timing of each step of you proposed transaction. See response to Question 1. We contemplate that definitive agreements would be executed and proxy material mailed to shareholders by the end of this year or early next year, with the shareholder meeting to be held in the first quarter of 1996. The closing of the Merger would occur by the end of the first quarter of 1996 in the Preferred Scenario; in the Alternative Scenario, the DIP financing would occur by the end of the first quarter, with the Merger closing promptly af- ter the retirement of the 14% Debentures on June 3, 1996. -4- 4. How would your proposed transaction be integrated into the Borrower's bankruptcy proceeding? We anticipate that there will be no difficulty in negotiating a plan of reorganization which transfers the prop- erty to RCPI on terms that will be satisfactory to us, since we are somewhat flexible as to the method of transfer of the prop- erty as well as the timing of such transfer. As set forth in our responses to Questions 1 and 13, the Alternative Scenario contemplates the obtaining of DIP financing to which the prop- erty would be subject upon its transfer to RCPI, and we know of no major impediment to such financing being arranged on accept- able terms. 5. Which "major shareholders" have indicated that they will support your proposed transaction? In addition to Gotham Partners, L.P. which owns or has options to acquire 5.6% of the common stock, the following shareholders have indicated publicly or in letters to Gotham, to the Company, or in public statements that they support our proposal. Shareholder % Ownership Leucadia National Corp. 7.1% Goodman & Company 5.0% Elliott Associates, L.P. 2.6% Dickstein Partners, L.P. 1.6% O Hill Partners ~2% and ~$50 million of Current Pay Convertible Debentures In addition, we have received numerous telephone calls and letters from small shareholders who have indicated support for our proposal. 6. Has Goldman, Sachs or Whitehall agreed to participate in your proposed transaction? We have had several discussions with Goldman Sachs but they have not to date agreed to participate. As noted in the response to question 1, we believe the Alternative Scenario can be consummated without the consent of Goldman Sachs or Whitehall. 7. Describe Gotham's investment strategy for Rockefeller Cen- ter. -5- Our ultimate goal is to maximize shareholder value by maximizing the long term value of the property. We intend to assist the Company in identifying the highest quality entrepre- neurial management team and designing an incentive structure to best accomplish this goal. 8. How would Newco's Board of Directors be structured? We contemplate a seven-member Board consisting of three representatives of Newco's principal stockholders and four independent directors. 9. What are Gotham's fee and expense estimates with respect to both the equity and debt financings? Equity -- Standby commitment fee for up to $150 million rights offering 3%. Debt -- Mortgage brokerage 1%, Lender's fees and ex- penses 1-2%. 10. Will the proposed rights offering be for RCPI or Newco Stock? In order to provide flexibility in view of RCPI's 9.8% ownership limitation and the restrictions placed on the Company under the terms of its agreements with Whitehall and Goldman Sachs, we contemplate that the rights offering will be for Newco stock. The Newco rights would be issued by RCPI to its shareholders and the holders of SARs and warrants prior to the Merger, with the closing of the rights offering to occur immediately after the Merger. 11. Has Gotham received commitments from standby investors willing to take up the rights which are not exercised in the rights offering? Leucadia National Corp. has publicly announced that it is willing to commit to be the standby investor for the en- tire rights offering. 12. How will Whitehall's warrants and SARs in RCPI be treated in the proposed transaction? In the Preferred Scenario, the merger agreement would provide for Whitehall to exchange its SARs and warrants for Newco warrants which would be immediately exercised by White- hall. -6- In the Alternative Scenario, the merger agreement would provide for the Whitehall SARs and warrants to be can- celled in exchange for a payment equal to the difference be- tween the fair market value of the Newco common stock and the exercise price of the Whitehall SARs and warrants. Whitehall could also elect to exercise its warrants prior to the consum- mation of the Merger. 13. If Gotham decides to retire the 14% Debentures using the cash flow sweep provision, how will the ad- ditional $75 million be raised? In the Alternative Scenario, the 14% Debentures would be retired through the provision to RCPI of the proceeds of a DIP financing that would be made on or before March 31, 1996. 14. Describe the process and timetable for repaying the Float- ing Rate Notes and 14% Debentures? Under the Preferred Scenario, the Floating Rate Notes would be prepaid at the time of the Merger pursuant to their terms, including the 1 1/2% prepayment penalty. The new senior financing would provide the funds for such prepayment. The 14% Debentures would remain outstanding. Under the Alternative Scenario, the Floating Rate Notes and the 14% Debentures would be retired in June 1996 through the net cash flow generated by the proceeds from a DIP financing in the first quarter of 1996. 15. Has Gotham received a firm commitment for its long term debt financing? We have received an expression of interest from an institutional lender for a minimum of $75,000,000 and a maximum of $150,000,000 of subordinated financing in the Alternative Scenario. This institutional lender has requested confidenti- ality as to its identity. We will separately furnish to RCPI a copy of a letter from this lender detailing the proposed terms of the subordinated financing. We have received an expression of interest for senior debt financing from Credit Lyonnais. Credit Lyonnais has ex- pressed interest in providing a minimum of $300,000,000 of se- nior debt financing up to a maximum of $800,000,000 of financ- ing depending on the ultimate capital structure and the terms of the transfer of the property. Credit Lyonnais has indicated to us that they intend to contact RCPI directly to express their interest in providing this financing. -7- Nomura Asset Capital Corp. ("NAAC") has also ex- pressed interest in providing financing with respect to the Transaction. The amount and terms of the financing are subject to the amount of "underwritable cash flow" the Property gener- ates. NAAC requires further property level due diligence to determine underwritable cash flow. 16. What would be all the terms of the new financing? As mentioned above, the terms of the subordinated financing will be furnished separately to RCPI. We are still discussing the terms of the senior financing with several lend- ers. Ultimately, we believe the senior financing will be of- fered at a rate of LIBOR plus 250 basis points or lower for a term of ten years or more, with a one to two percent fee to the lender. 17. Will the new debt financing be prepayable or contain principal amortization? The terms of the subordinate financing are outlined on the attached letter. The senior financing is likely to be prepayable with- out penalty. We believe it may be appropriate to fix or cap the floating rate interest payments of the loan. In that event, there may be costs associated with unwinding any inter- est rate swaps or caps. The senior debt amortization schedule will probably require amortization such that the total corporate and property-level debt outstanding (net of cash) will not exceed $830,000,000. We anticipate that no principal amortization will be required in 1996, minimal or no amortization in 1997, and thereafter, the amount of amortization will be that re- quired to ensure that net debt does not exceed $830,000,000 during the term of the loan. 18. How does Gotham propose to replace the short term equity financing currently available in the Zell transaction? In light of the Company's 9.8% restriction, we be- lieve that Paine Webber should identify equity investors who would replace the Zell equity financing. If necessary, we will assist Paine Webber in identifying such investors. Alterna- tively, we believe that Mr. Zell may be willing to assume the original Zell put options. We will also participate in and assist RCPI in replacing the $10 million working capital line provided by Zell. -8- 19. Has Gotham received a financing commitment from third- parties willing to purchase the shares in RCPI it is un- able to purchase due to the 9.8% ownership restriction? See question 18. -9- Exhibit A SUMMARY OWNERSHIP TABLE Preferred Scenario
Rights Exercised Newco Only by Ownership Whitehall RCPI after Merger Rights and Current and Warrant Exercised Standby Ownership Exercise by all Purchasers Public 80.1% 80.1% 80.1% 57.2% Whitehall Common 0.0% 19.9% 19.9% 19.9% Warrants and SARs 19.9% 0.0% 0.0% 0.0% Standby Purchasers* 0.0% 0.0% 0.0% 22.9% Total 100.0% 100.0% 100.0% 100.0% (in 000's of shares) Rights Exercised Newco Only by Ownership Whitehall RCPI after Merger Rights and Current and Warrant Exercised Standby Ownership Exercise by all Purchasers Public 38,261 38,261 53,565 38,261 Whitehall Common 0 9,505 13,307 13,307 Warrants and SARs 9,505 0 0 0 Standby Purchasers* 0 0 0 15,304 Total 47,766 47,766 66,872 66,872 * Excluding any shares currently owned.
-10 Exhibit B SUMMARY OWNERSHIP TABLE Alternative Scenario Version 1: Whitehall exercises warrants and rights
After $105 MM Rights After Additional Offering $30MM Rights Offering Rights Rights Exercised Exercised Newco Only by Only by Ownership Whitehall Whitehall RCPI after Merger Rights and Rights and Current and Warrant Exercised Standby Exercised Standby Ownership Exercise by all Purchasers by all Purchasers Public 80.1% 90.2% 87.1% 62.2% 87.1% 57.1% Whitehall Common 0.0% 9.8% 12.9%** 12.9% 12.9% 12.9% Warrants 9.8% 0.0% 0.0% 0.0% 0.0% 0.0% SARs 10.1% 0.0% 0.0% 0.0% 0.0% 0.0% Standby 0.0% 0.0% 0.0% 24.9% 0.0% 29.9% Purchas- ers* Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% (in 000's of shares) After $105 MM Rights After Additional Offering $30MM Rights Offering Rights Rights Exercised Exercised Newco Only by Only by Ownership Whitehall Whitehall RCPI after Merger Rights and Rights and Current and Warrant Exercised Standby Exercised Standby Ownership Exercise by all Purchasers by all Purchasers Public 38,261 38,261 53,565 38,261 58,314 38,261 Whitehall Common 0 4,156 7,958** 7,958 8,664 8,664 Warrants 4,156 0 0 0 0 0 SARs 5,349 0 0 0 0 0 Standby 0 0 0 15,304 0 20,053 Purchas- ers* Total 47,766 42,417 61,523 61,523 66,978 66,978 * Excludes any shares currently owned. **Includes rights issued with respect to SARs.
-11- Exhibit B SUMMARY OWNERSHIP TABLE Alternative Scenario Version 2: Whitehall does not exercise warrants
After $105 MM Rights After Additional Offering $50MM Rights Offering Rights Rights Exercised Exercised Only by Only by Whitehall Whitehall RCPI Newco Rights and Rights and Current Ownership Exercised Standby Exercised Standby Ownership after Merger by all Purchasers by all Purchasers Public 80.1% 100.00% 93.4% 66.7% 93.4% 57.6% Whitehall Common 0.0% 0.0% 6.6%** 6.6% 6.6% 6.6% Warrants 9.8% 0.0% 0.0% 0.0% 0.0% 0.0% SARs 10.1% 0.0% 0.0% 0.0% 0.0% 0.0% Standby 0.0% 0.0% 0.0% 26.7% 0.0% 35.8% Purchas- ers* Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% (in 000's of shares) After $105 MM Rights After Additional Offering $50MM Rights Offering Rights Rights Exercised Exercised Only by Only by Whitehall Whitehall RCPI Newco Rights and Rights and Current Ownership Exercised Standby Exercised Standby Ownership after Merger by all Purchasers by all Purchasers Public 38,261 38,261 53,565 38,261 62,053 38,261 Whitehall Common 0 0 3,802** 3,802 4,405 4,405 Warrants 4,156 0 0 0 0 0 SARs 5,349 0 0 0 0 0 Standby 0 0 0 15,304 0 23,792 Purchas- ers* Total 47,766 38,261 57,367 57,367 66,458 66,458 * Excludes any shares currently owned. **Includes rights issued with respect to SARs.
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