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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): NOVEMBER 16, 2006
RECKSON ASSOCIATES REALTY CORP.
AND
RECKSON OPERATING PARTNERSHIP, L.P.
(Exact Name of Registrant as Specified in its Charter)
RECKSON ASSOCIATES REALTY CORP. RECKSON ASSOCIATES REALTY CORP.
- MARYLAND - 11-3233650
RECKSON OPERATING PARTNERSHIP, L.P. RECKSON OPERATING PARTNERSHIP, L.P.
- DELAWARE 1-13762 - 11-3233647
(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) Number)
625 RECKSON PLAZA
UNIONDALE, NEW YORK 11556
(Address of principal executive offices)
516-506-6000
--------------------------------------------------------
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On November 16, 2006, Reckson Associates Realty Corp. ("Reckson")
received a proposal from Rome Acquisition Limited Partnership to acquire Reckson
for $49.00 per share in cash for all of Reckson's outstanding shares, subject to
due diligence. A copy of the proposal is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
On November 16, 2006, Reckson issued a press release confirming the
receipt of the proposal. Reference is hereby made to the press release, which is
attached hereto as Exhibit 99.2 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Letter to Reckson Associates Realty Corp., dated November
15, 2006, from Rome Acquisition Limited Partnership
99.2 Press Release, dated November 16, 2006
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Michael Maturo
---------------------------------
Name: Michael Maturo
Title: President, Chief Financial
Officer and Treasurer
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp.,
its General Partner
By: /s/ Michael Maturo
---------------------------------
Name: Michael Maturo
Title: President, Chief Financial
Officer and Treasurer
Date: November 16, 2006
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
99.1 Letter to Reckson Associates Realty Corp., dated November
15, 2006, from Rome Acquisition Limited Partnership
99.2 Press Release, dated November 16, 2006
EXHIBIT 99.1
November 15, 2006
PERSONAL AND CONFIDENTIAL
Mr. Peter Quick
Lead Director, Independent Committee
Board of Directors
Reckson Associates Realty Corp.
625 Reckson Plaza
Uniondale, NY 11556
Dear Mr. Quick:
On behalf of Rome Acquisition Limited Partnership ("Rome"), a
partnership formed between WH Rome Acquisition LP, Harry Macklowe and William S.
Macklowe's privately owned entity, and Meadow Star LLC, Carl C. Icahn's
privately owned entity, we are pleased to submit this proposal to acquire all of
the outstanding shares and units of Reckson Associates Realty Corp. and Reckson
Operating Partnership, L.P. (together, "Reckson") in a transaction that provides
Reckson shareholders and unitholders with value that is superior to the pending
transaction with SL Green Realty Corp. ("SL Green"), Marathon Asset Management
and certain members of Reckson management. Each of us is a logical buyer for
Reckson and together, our financial resources and our significant experience and
presence in the New York City and surrounding area real estate markets make us a
highly qualified buyer.
Macklowe Properties, another privately owned entity of Harry
Macklowe and William S. Macklowe ("Macklowe"), has been an active developer,
acquirer, redeveloper, owner and manager of a diverse array of premium real
estate investments for over 40 years. In the aggregate, Macklowe has developed
over 10 million square feet located in nearly every commercial and residential
submarket of Manhattan. Macklowe currently owns several million square feet of
office space, including the General Motors Building at 767 Fifth Avenue, which
was acquired in 2003 and at the time represented the largest ever single-asset
real estate transaction in the United States. Macklowe's track record of closing
transactions and completing projects profitably has made it a well-
known and respected partner for institutions, insurance companies, commercial
lenders and private equity.
Mr. Icahn is an accomplished value-oriented activist investor who
owns controlling interests in businesses in a variety of industries, including
real estate, gaming, oil and gas exploration and production, textiles,
telecommunications, railcar manufacturing and leasing and automotive parts,
among others, through public companies such as American Real Estate Partners,
L.P. (NYSE: ACP, with an equity market value of approximately $4.2 billion), XO
Holdings, Inc. and American Railcar Industries, Inc., and through a variety of
privately held companies. In addition, Mr. Icahn manages a hedge fund with
approximately $4 billion in assets.
Rome is proposing to acquire all of the outstanding shares (and
units) of Reckson though a transaction in which shareholders (and unitholders)
would receive $49.00 per share (or unit) in cash. No closing conditions, other
than those that would be required for the SL Green transaction, would be
necessary to consummate our proposed transaction.
We anticipate no delay in negotiating a definitive acquisition
agreement because following completion of the short diligence period described
below, we are wiling to sign an agreement substantially in the same form as
Reckson's merger agreement with SL Green (with such changes as are customary to
reflect new parties and that our proposal is all cash). Specifically, we would
not require any financing condition in the definitive acquisition agreement.
We believe our proposed transaction is financially superior to
the pending transaction, and we are in a position to consummate this transaction
expeditiously. We and our advisors are prepared to begin working immediately
toward a definitive agreement. In addition, we will execute an appropriate
confidentiality agreement in connection with any proprietary information we may
receive from Reckson. If granted appropriate access to Reckson's data and
records, and assuming cooperation from Reckson management as permitted under the
merger agreement with SL Green, we anticipate completion of due diligence and
execution of a definitive acquisition agreement within 10 business days. We
would hope that this time period would be acceptable to Reckson given that the
current transaction is not expected to close prior to January 2007 and
considering that more time was given to prospective buyers invited into the
process conducted during the summer.
We are enthusiastic about a transaction with Reckson and believe
the terms of our proposal provide the best way to maximize value for your
shareholders.
We look forward to your prompt response.
-2-
ROME ACQUISITION LIMITED PARTNERSHIP
by: MEADOW STAR LLC
as General Partner
by: /s/ Carl C. Icahn
---------------------------
Name: Carl C. Icahn
Title: Chairman
by: WH ROME PARTNERS LLC
as General Partner
by: WH ROME INC.
its Managing Member
by: /s/ Harry Macklowe by: /s/ William S. Macklowe
-------------------------- -------------------------
Name: Harry Macklowe Name: William S. Macklowe
Title: President Title: Vice President
Signature Page to Reckson Associates Letter
EXHIBIT 99.2
PRESS RELEASE
RECKSON ASSOCIATES REALTY CORP. SARD VERBINNEN & CO.
625 RECKSON PLAZA (212) 687-8080 (PHONE)
UNIONDALE, NY 11556 CONTACT: PAUL CAMINITI
(516) 506-6000 (PHONE) DENISE DESCHENES
(516) 506-6800 (FACSIMILE) JEFF MATHEWS
CONTACT: SUSAN MCGUIRE
- --------------------------------------------------------------------------------
RECKSON CONFIRMS RECEIPT OF PROPOSAL FROM ROME ACQUISITION LIMITED
PARTNERSHIP
BOARD TO REVIEW PROPOSAL IN ACCORDANCE WITH TERMS OF PENDING MERGER
AGREEMENT WITH SL GREEN
(UNIONDALE, NEW YORK, NOVEMBER 16, 2006) - RECKSON ASSOCIATES REALTY CORP.
(NYSE: RA) confirmed today that it had received a proposal from Rome Acquisition
Limited Partnership, a partnership formed by entities associated with Harry
Macklowe and Carl C. Icahn to acquire Reckson. The proposal for $49 per share in
cash for all of Reckson outstanding shares is based solely on public information
and is subject to due diligence. A copy of the letter will be filed by Reckson
with the SEC under a Form 8-K.
Reckson's Board has determined by a vote of its independent directors and in
accordance with the terms of its existing merger agreement with SL Green Realty
Corp. to engage in discussions with Messrs. Macklowe and Icahn with respect to
their proposal to determine whether a transaction on the terms specified in the
letter can be consummated and have offered to enter into a confidentiality
agreement with Rome. Reckson cautioned that these discussions may be terminated
at any time and that there can be no assurances as to whether the Rome proposal
will ultimately result in a transaction with Reckson at either the price set
forth in the Rome proposal or otherwise. Reckson noted that its shareholders
meeting is scheduled for Wednesday, November 22, 2006 and the Reckson Board, by
a vote of its independent directors, has reaffirmed its recommendation of
Reckson's pending merger with SL Green. The Reckson Board is determined to move
promptly with regard to these matters including an assessment of the potential
implications of the Rome proposal with respect to the scheduled shareholders
meeting.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Reckson and SL Green have filed a definitive proxy statement/prospectus as part
of a registration statement regarding the proposed transaction with the
Securities and Exchange Commission (SEC) on October 19, 2006. Investors and
security holders are urged to read the proxy statement/prospectus because it
contains important information about SL Green and Reckson and the proposed
transaction. Investors and security holders may obtain a free copy of the
definitive proxy statement/prospectus and other documents filed by SL Green and
Reckson with the SEC at the SEC's website at www.sec.gov . The definitive proxy
statement/prospectus and other relevant documents may also be obtained free of
charge from SL Green or Reckson by directing such request to: SL Green, 420
Lexington Avenue, New York, NY 10170, Attention: Investor Relations, or Reckson,
625 Reckson Plaza, Uniondale, NY 11556, Attention: Investor Relations. Investors
and security holders are urged to read the proxy statement, prospectus and other
relevant material before making any voting or investment decisions with respect
to the merger.
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