RELATES TO FORM S-4 REGISTRATION NOS. 333-74285 AND
333-74285-01
FILED UNDER RULE 424(b)(3)
SUPPLEMENT NO. 1
TO
JOINT PROXY STATEMENT/PROSPECTUS DATED APRIL 14, 1999
The information contained in this Supplement No. 1 supplements the Joint
Proxy Statement/Prospectus dated April 14, 1999 of Tower Realty Trust, Inc.,
Reckson Associates Realty Corp. and Reckson Operating Partnership, L.P.,
relating to the merger of Tower with and into a subsidiary of Reckson Operating
Partnership. This Supplement No. 1 is being delivered to all Tower stockholders
and holders of limited partnership units of Tower Realty Operating Partnership,
L.P. as of March 12, 1999, the record date for the Tower special meeting
referred to in the Joint Proxy Statement/Prospectus, and all common stockholders
of Reckson as of March 15, 1999, the record date for the Reckson special meeting
referred to in the Joint Proxy Statement/Prospectus.
This Supplement No. 1, together with the Annex attached to this Supplement
No. 1, should be read in conjunction with the Joint Proxy Statement/Prospectus,
a copy of which was previously mailed to you. A copy of the Joint Proxy
Statement/Prospectus is available, without charge, upon the request of any
person to whom this Supplement No. 1 has been delivered. Stockholders and
unitholders who wish to receive another copy of the Joint Proxy
Statement/Prospectus should contact, as appropriate, either Reckson's
information agent, D.F. King & Co., Inc., toll free at (800) 769-6414, or
Tower's information agent, Innisfree M&A Incorporated, toll free at (888)
750-5834.
Each of the Reckson special meeting and the Tower special meeting has been
postponed until May 24, 1999, at 10:00 a.m. (Eastern time). Each special meeting
will be held at the same location as set forth in the Joint Proxy
Statement/Prospectus. If you are a Tower stockholder or unitholder, enclosed you
will find a new proxy card for the postponed Tower special meeting and a new
form of election to make a cash election with respect to the consideration to be
received in the merger. If you are a Reckson stockholder, enclosed you will find
a new proxy card for the postponed Reckson special meeting. New proxy cards
should be completed and returned in the enclosed postage paid envelope ONLY if
(1) you have not previously mailed a proxy card for your shares or (2) you have
previously mailed a proxy card and wish to change your vote. IF YOU HAVE ALREADY
MAILED IN A PROXY CARD AND YOU DO NOT WISH TO CHANGE YOUR VOTE, YOU DO NOT HAVE
TO SUBMIT A NEW PROXY CARD. See "The Special Meetings--Voting of Proxies" and
"The Special Meetings--Revocability of Proxies" in the Joint Proxy
Statement/Prospectus. If you are a Tower stockholder or unitholder, you need to
return a new form of election to the exchange agent only if you wish to receive
cash in the merger, subject to proration, AND you have not previously returned a
form of election for your shares. IF YOU HAVE ALREADY MAILED IN YOUR FORM OF
ELECTION AND DO NOT WISH TO CHANGE YOUR ELECTION, YOU DO NOT HAVE TO SUBMIT A
NEW FORM OF ELECTION.
The special meetings have been postponed and this Supplement No. 1 has been
mailed to you because Reckson has entered into a transaction to acquire a
significant real estate asset. The transaction is described in detail in the
attached Annex, which is a Current Report on Form 8-K that Reckson has filed
with the Securities and Exchange Commission and which is incorporated by
reference herein. The Annex also contains restated pro forma financial
information that takes the acquisition into account.
The terms and conditions of the merger have not been altered, except that
the date on which either party may terminate the merger agreement, if the merger
agreement has not previously been completed, has been extended from May 31, 1999
to June 15, 1999. THE TOWER BOARD OF DIRECTORS CONTINUES TO RECOMMEND THAT TOWER
STOCKHOLDERS VOTE TO APPROVE AND ADOPT THE MERGER AND THE MERGER AGREEMENT AND
THAT TOWER STOCKHOLDERS AND UNITHOLDERS ELECT TO RECEIVE CASH IN EXCHANGE FOR
THEIR SECURITIES IN THE MERGER. THE RECKSON BOARD OF DIRECTORS CONTINUES TO
RECOMMEND THAT RECKSON STOCKHOLDERS VOTE TO APPROVE THE SHARE ISSUANCE PROPOSAL.
THIS SUPPLEMENT NO. 1 IS DATED MAY 10, 1999.
[TOWER LOGO]
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 1999
To the Stockholders of Tower Realty Trust, Inc.:
The special meeting of Tower Realty Trust, Inc., a Maryland corporation
("Tower"), originally scheduled for May 14, 1999, has been postponed. Notice is
hereby given that a special meeting of stockholders (together with any further
postponement or any adjournment thereof, the "Special Meeting") of Tower will be
held on Friday, May 24, 1999, at 10:00 a.m. (Eastern time) at the Hotel
Inter-Continental New York, 111 East 48th Street, New York, New York, for the
following purposes:
1. To approve the merger of Tower with and into Metropolitan Partners LLC,
a Delaware limited liability company ("Metropolitan Partners") (the
"Merger") pursuant to the Agreement and Plan of Merger and the
transactions contemplated thereby, dated as of December 8, 1998 (the
"Merger Agreement"), by and among Tower, Reckson Associates Realty Corp.,
a Maryland corporation ("Reckson"), Reckson Operating Partnership, L.P.,
a Delaware limited partnership ("Reckson OP"), and Metropolitan Partners,
in which each share of common stock, par value $.01 per share, of Tower
("Tower Common Stock") will, at the election of holders thereof and
subject to proration, either (x) be converted into the right to receive
$23.00 in cash payable to the holder thereof, without interest, or (y) be
converted into either (1) .5725 of a share of class B exchangeable common
stock, par value $.01 per share, of Reckson (the "Reckson Class B Common
Stock") and $7.2565 principal amount of 7% senior unsecured notes due
2009 of Reckson OP (the "Reckson OP 7% Notes"), guaranteed by Reckson, if
the Share Issuance Approval (as defined below) is not obtained, or (2)
.8364 of a share of Reckson Class B Common Stock if the Share Issuance
Approval is obtained. If the Reckson board of directors withdraws or
amends or materially modifies or withdraws its approval or recommendation
of the Share Issuance (as defined below) and if the Share Issuance
Approval has not been obtained, in addition to the consideration set
forth in clauses (x) or (y)(1) above, each share of Tower Common Stock
will be converted into an additional $.8046 principal amount of Reckson
OP 7% Notes. As used herein, the "Share Issuance Approval" is defined as
the approval, by a majority of votes cast at the special meeting of the
common stockholders of Reckson, of the issuance of only Reckson Class B
Common Stock as the non-cash portion of the merger consideration (the
"Share Issuance"); PROVIDED THAT the total votes cast on the Share
Issuance represent over 50% in interest of all shares of common stock of
Reckson entitled to vote on the Share Issuance; and
2. To transact such other business as may properly come before the Special
Meeting.
The board of directors has set the close of business (5:00 p.m., Eastern
time) on March 12, 1999 as the record date (the "Record Date") for determining
stockholders entitled to notice of, and to vote at, the Special Meeting. Holders
of Tower Common Stock as of the Record Date will be entitled to vote on Item 1
and any matters under Item 2 at the Special Meeting. A list of stockholders
entitled to vote at the Special Meeting will be maintained at Tower's
headquarters, 292 Madison Avenue, New York, New York 10017, prior to the Special
Meeting and will also be available for inspection at the Special Meeting.
Approval of the Merger (Item 1) requires the affirmative vote of the holders
of record of a majority of the shares of Tower Common Stock outstanding on the
Record Date. As of the Record Date, there were 16,958,355 shares of Tower Common
Stock outstanding, each of which is entitled to one vote in person or by proxy
with respect to each matter to be voted on by holders of Tower Common Stock at
the Special Meeting.
For approval of the Merger, the presence in person or by proxy of at least a
majority of the outstanding shares of Tower Common Stock entitled to vote on the
approval of the Merger is necessary to constitute a quorum at the Special
Meeting.
THE BOARD OF DIRECTORS OF TOWER HAS DETERMINED THAT THE MERGER, THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY ARE ADVISABLE, FAIR TO AND
IN THE BEST INTERESTS OF, TOWER AND ITS STOCKHOLDERS, HAS APPROVED THE MERGER,
THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, AND RECOMMENDS
THAT HOLDERS OF TOWER COMMON STOCK VOTE FOR THE APPROVAL OF THE MERGER AT THE
SPECIAL MEETING.
BY ORDER OF THE BOARD OF DIRECTORS OF
TOWER,
/s/ Peggy D. Rawitt
PEGGY D. RAWITT, SECRETARY
May 10, 1999
IF NO INSTRUCTIONS ARE INDICATED ON YOUR PROXY, YOUR SHARES OF TOWER COMMON
STOCK WILL BE VOTED "FOR" APPROVAL OF THE MERGER. EXECUTION OF A PROXY WILL NOT
IN ANY WAY AFFECT A STOCKHOLDER'S RIGHT TO ATTEND THE SPECIAL MEETING AND VOTE
IN PERSON. ANY STOCKHOLDER GIVING A PROXY HAS THE RIGHT TO REVOKE IT AT ANY
TIME, BEFORE IT IS EXERCISED, BY WRITTEN NOTICE TO THE SECRETARY OF TOWER. IN
ADDITION, STOCKHOLDERS ATTENDING THE SPECIAL MEETING MAY REVOKE THEIR PROXIES AT
ANY TIME BEFORE THEY ARE EXERCISED.
YOU SHOULD NOT SEND STOCK
CERTIFICATES WITH YOUR PROXY CARD.
[RECKSON LOGO]
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 21, 1999
To the Common Stockholders of Reckson Associates Realty Corp.:
The special meeting of common stockholders of Reckson Associates Realty
Corp., a Maryland corporation, has been postponed. We are writing to you to
notify you that the special meeting will be held on Friday, May 24, 1999, at
10:00 a.m. (Eastern time) at The Omni, 333 Earle Ovington Boulevard, Mitchel
Field, New York, for the following purposes:
1. To consider and vote upon the proposed issuance by Reckson of only
shares of Reckson class B exchangeable common stock as the non-cash
portion of the merger consideration in the merger of Tower Realty Trust,
Inc. with and into Metropolitan Partners LLC, a subsidiary of Reckson, in
accordance with the Agreement and Plan of Merger, dated as of December 8,
1998, by and among Reckson, Reckson Operating Partnership, L.P., Tower
and Metropolitan Partners; and
2. To transact such other business, including the adjournment of the
special meeting, as may properly come before the special meeting or any
adjournments or postponements of the special meeting.
The board of directors has fixed the close of business on March 15, 1999 as
the record date for determining the Reckson common stockholders entitled to
notice of and to vote at the special meeting and at any adjournments or
postponements of the special meeting. Only stockholders of record of Reckson
common stock at the close of business on that date will be entitled to notice
of, and to vote at, the special meeting and at any adjournments or postponements
of the special meeting.
The rules of the New York Stock Exchange require that the share issuance
proposal be approved by the affirmative vote of a majority of the shares of
Reckson common stock cast at the special meeting and entitled to vote on the
share issuance proposal, as long as the total votes cast on the share issuance
proposal represent a majority of all shares entitled to vote on the share
issuance proposal.
BY ORDER OF THE BOARD OF DIRECTORS OF
RECKSON ASSOCIATES REALTY CORP.,
/s/ Gregg M. Rechler
GREGG M. RECHLER
SECRETARY
Melville, New York
May 10, 1999
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE SHARE
ISSUANCE PROPOSAL, WHICH IS DESCRIBED IN DETAIL IN THE JOINT PROXY
STATEMENT/PROSPECTUS. YOUR VOTE IS IMPORTANT.
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): May 10, 1999
Reckson Associates Realty Corp.
and
Reckson Operating Partnership, L.P.
(Exact name of each registrant as specified in its charter)
Reckson Associates Realty Corp.--Maryland 1-13762 Reckson Associates Realty Corp.--11-3233650
Reckson Operating Partnership, L.P.--Delaware (Commission File Reckson Operating Partnership,
(State or other jurisdiction of incorporation No.) L.P.--11-3233647
or (IRS Employer Identification No.)
organization)
225 Broadhollow Road, Melville, New York 11747
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (516) 694-6900
ITEM 5. OTHER EVENTS
ACQUISITION OF FIRST MORTGAGE NOTE SECURED BY 919 THIRD AVENUE, NYC
On May 10, 1999, Reckson Operating Partnership, L.P. ("Reckson OP"), a
subsidiary of Reckson Associates Realty Corp. ("Reckson"), entered into an
agreement with NBBRE-919 Third Avenue Associates, L.P. ("NBBRE") to acquire the
first mortgage note secured by 919 Third Avenue in New York City for a purchase
price of approximately $277.5 million. The mortgage note matured in 1997 and is
in default; however, a foreclosure of the mortgage note may not be completed
until September 30, 2000. Reckson plans to close the acquisition of the mortgage
note through its subsidiary, Metropolitan Operating Partnership, L.P.
("Metropolitan Partners"). Metropolitan Partners expects to obtain ownership of
919 Third Avenue by negotiating an agreement with the owner of the property or,
in the absence of an agreement, through enforcement of its rights under the
mortgage. However, Metropolitan Partners has no agreement with the owner of 919
Third Avenue and there can be no assurance as to when or whether any such
agreement can be reached.
The building at 919 Third Avenue is a 42-story, 1.4 million square foot,
class A office building. Currently, the building is approximately 98% leased.
The law firm of Skadden, Arps, Slate, Meagher & Flom occupies approximately
705,000 square feet of the building and is vacating its space in April 2000. New
leases have been signed with Debevoise & Plimpton, a law firm (approximately
417,000 square feet), Schulte Roth & Zabel, a law firm (approximately 212,000
square feet), and Banque Nationale de Paris, a bank (approximately 188,000
square feet), effectively eliminating the vacancy created by Skadden, Arps'
departure.
The building at 919 Third Avenue is currently undergoing a $28.5 million
capital improvement and modernization program, which is being funded by NBBRE.
Approximately $12 million for this program will be provided by Metropolitan
Partners after it acquires the mortgage note. In addition, Metropolitan Partners
will have to provide approximately $88 million for tenant improvements, leasing
commissions, transaction costs and carrying costs to be incurred from closing
through the first quarter of 2001, the anticipated completion of the capital
improvement plan.
Reckson and Metropolitan Partners contemplate financing the transaction
through a combination of borrowings under their credit facilities and proceeds
from a $150 million private placement of equity securities expected to be in the
form of perpetual convertible preferred stock paying cumulative dividends at a
rate of 7.85% for one year, 8.35% for the subsequent year and 8.85% thereafter,
be convertible into Reckson common stock at a conversion price of approximately
$26 per share, and be redeemable, at the Company's option, at specified prices
beginning approximately three years after issuance. Reckson and two
institutional investors have an agreement in principle on the material terms for
the equity securities; however, these agreements are non-binding and are subject
to the execution of definitive documents. Because definitive documents have not
been executed for the proposed private placement of equity securities, the pro
forma financial information described below has been prepared assuming that the
entire purchase price of the mortgage note is funded with borrowings under
Reckson's existing credit facilities. For an analysis showing the effect on net
income and earnings per share or earnings per unit of substituting the expected
equity proceeds for a portion of the debt proceeds for each of the three pro
forma presentations included in Item 7, see note B to the condensed combining
balance sheets in those pro forma presentations. The convertible preferred stock
will not initially be registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
At the execution of its agreement to buy the mortgage note, Reckson OP paid
a $10 million deposit to NBBRE, which is nonrefundable except in the event that
Reckson OP discovers material inaccuracies in NBBRE representations during the
completion of its due diligence process. The due diligence period will last
until May 24, 1999, at which time Reckson OP will pay an additional $5 million
deposit to NBBRE and, assuming satisfactory completion of due diligence, closing
is expected on or around June 7, 1999.
2
The mortgage note entitles its holder to all of the cash flow of 919 Third
Avenue and to substantial rights over the operation of the property. While
Metropolitan Partners will attempt to reach an agreement with the owner of 919
Third Avenue, there can be no assurance when or whether any agreement will be
reached. If the owner files a bankruptcy petition, Metropolitan Partners'
ability to exercise its rights over operation of the property, or to foreclose
under the mortgage note, could be delayed or hindered.
Reckson and Reckson OP have a currently effective registration statement on
file with the Securities and Exchange Commission relating to the proposed
acquisition of Tower Realty Trust, Inc. That registration statement contains pro
forma information giving effect to the proposed acquisition of Tower and related
transactions. This report includes a statement of revenues and certain expenses
of 919 Third Avenue for the year ended December 31, 1998 (and related auditors'
consent) as required by Rule 3-14 of Regulation S-X and pro forma financial
information for Reckson and Reckson OP. The pro forma information contained in
this report is comprised of the pro forma information from the registration
statement and reflects further adjustments to give effect to the proposed
acquisition of the mortgage note described above. Rule 3-14 of Regulation S-X
specifies the requirements for financial statements when the registrant, since
the date of the latest balance sheet required, has acquired or proposes to
acquire one or more properties that in the aggregate are significant.
Included in the category of properties acquired or to be acquired under Rule
3-14 are operating properties underlying certain mortgage loans, which in
economic substance represent an investment in real estate. Because the mortgage
note provides the lender with the same risks and potential rewards as the owner
of 919 Third Avenue, a statement of revenues and certain expenses of 919 Third
Avenue, as required by Rule 3-14 of Regulation S-X has been included in this
report.
3
SELECTED PRO FORMA COMBINED FINANCIAL DATA OF RECKSON AND RECKSON OP
SHARE ISSUANCE
PROPOSAL IS SHARE ISSUANCE PROPOSAL IS NOT
APPROVED APPROVED
------------------- ------------------------------------
RECKSON RECKSON OP RECKSON
------------------- ----------------- -----------------
AS OF AND FOR AS OF AND FOR AS OF AND FOR
THE YEAR ENDED THE YEAR ENDED THE YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1998 DECEMBER 31, 1998
------------------- ----------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
REVENUES:
Base rents.......................................... $ 367,087 $ 367,087 $ 367,087
Tenant escalations and reimbursements............... 35,092 35,092 35,092
Equity in earnings of real estate joint ventures.... 603 603 603
Equity in earnings of service companies............. 1,530 1,530 1,530
Interest income on mortgage notes and notes
receivable........................................ 7,739 7,739 7,739
Other............................................... 5,026 4,965 5,026
------------------- ----------------- -----------------
Total revenues.................................... 417,077 417,016 417,077
------------------- ----------------- -----------------
------------------- ----------------- -----------------
EXPENSES:
Operating expenses:
Property operating expenses......................... 81,910 81,910 81,910
Real estate taxes................................... 58,913 58,913 58,913
Ground rents........................................ 2,959 2,959 2,959
Marketing, general and administrative............... 21,697 20,808 21,697
------------------- ----------------- -----------------
Total operating expenses.......................... 165,479 164,590 165,479
------------------- ----------------- -----------------
------------------- ----------------- -----------------
Interest............................................ 87,243 94,777 94,777
Depreciation and amortization....................... 73,542 73,542 73,542
------------------- ----------------- -----------------
Total expenses.................................... 326,264 332,909 333,798
------------------- ----------------- -----------------
------------------- ----------------- -----------------
Income before minority interest and extraordinary
items............................................... 90,813 84,107 83,279
Minority partners' and preferred interest in
consolidated partnership (income)................... (9,083) (9,139) (9,083)
Distributions to preferred unitholders/shareholders... (14,244) (14,244) (14,244)
------------------- ----------------- -----------------
Income before limited partners' minority interest in
operating partnership income and extraordinary
items............................................... 67,486 $ 60,724 59,952
-----------------
-----------------
Limited partners' minority interest in operating
partnership income.................................. (7,830) (7,660)
------------------- -----------------
Income before extraordinary item...................... $ 59,656 $ 52,292
------------------- -----------------
------------------- -----------------
INCOME PER SHARE:
Basic income per share of Reckson common stock before
extraordinary item.................................. $ 1.01 $ 0.99
------------------- -----------------
------------------- -----------------
Basic weighted average number of shares of Reckson
common stock outstanding............................ 39,473 39,473
------------------- -----------------
------------------- -----------------
Diluted income per share of Reckson common stock
before extraordinary item........................... $ 1.00 $ 0.98
------------------- -----------------
------------------- -----------------
Diluted weighted average number of shares of Reckson
common stock outstanding............................ 40,010 40,010
------------------- -----------------
------------------- -----------------
Basic income per share of Reckson class B common stock
before extraordinary item........................... $ 1.68 $ 1.64
------------------- -----------------
------------------- -----------------
Basic weighted average number of shares of Reckson
class B common stock outstanding.................... 11,695 8,005
------------------- -----------------
------------------- -----------------
Diluted income per share of Reckson class B common
stock before extraordinary item..................... $ 1.14 $ 1.08
------------------- -----------------
------------------- -----------------
Diluted weighted average number of shares of Reckson
class B common stock outstanding.................... 11,695 8,005
------------------- -----------------
------------------- -----------------
OTHER FINANCIAL DATA:
Commercial real estate, after accumulated
depreciation........................................ $ 2,032,687 $ 2,032,687 $ 2,032,687
Total assets...................................... 2,794,090 2,793,794 2,794,090
Mortgage notes payable................................ 492,243 492,243 492,243
Credit facility....................................... 466,988 466,988 466,988
Senior unsecured notes................................ 449,262 544,783 544,783
Minority interests.................................... 127,173 127,173 127,173
Shareholders' equity.................................. 959,030 1,049,860 867,283
4
COMPARATIVE PER SHARE DATA
SHARE ISSUANCE
SHARE ISSUANCE PROPOSAL APPROVED PROPOSAL NOT APPROVED
------------------------------------------- ------------------------
TOWER
RECKSON TOWER PRO FORMA PRO FORMA PRO FORMA
(A) (B) COMBINED(C) EQUIVALENT(D) COMBINED(C)
----------- --------- ------------------------ ----------------- ------------------------
RECKSON RECKSON RECKSON
RECKSON CLASS B CLASS B RECKSON CLASS B
COMMON COMMON COMMON COMMON COMMON
STOCK STOCK STOCK STOCK STOCK
----------- ----------- ----------------- ----------- -----------
Income (loss) per common
share from continuing
operations:
Basic:
Year ended December 31,
1998....................... $ 0.96 $ 0.69 $ 1.01 $ 1.68 $ 1.05 $ 0.99 $ 1.64
Diluted:
Year ended December 31,
1998....................... $ 0.95 $ 0.69 $ 1.00 $ 1.14 $ 0.72 $ 0.98 $ 1.08
Distributions per common
share:
Year ended December 31,
1998....................... $ 1.35 $ 1.69 $ 1.35 $ 2.24 $ 1.41 $ 1.35 $ 2.24
Book Value per common share:
Year ended December 31,
1998....................... $ 17.63 $ 22.76 $ 18.54 $ 18.54 $ 11.63 $ 18.05 $ 18.05
TOWER
PRO FORMA
EQUIVALENT(D)
-------------------
RECKSON
CLASS B
COMMON
STOCK
-------------------
Income (loss) per common
share from continuing
operations:
Basic:
Year ended December 31,
1998....................... $ 0.70
Diluted:
Year ended December 31,
1998....................... $ 0.46
Distributions per common
share:
Year ended December 31,
1998....................... $ 0.96
Book Value per common share:
Year ended December 31,
1998....................... $ 7.75
- ------------------------------
(a) The twelve-month information for Reckson represents Reckson's historical
information as of and for the year ended December 31, 1998. See "Selected
Financial Data--Selected Financial Data of Reckson."
(b) The twelve-month information for Tower represents Tower's historical
information as of and for the twelve months ended December 31, 1998. See
"Selected Financial Data--Selected Financial Data of Tower" and
"Unaudited Pro Forma Financial Statements--Unaudited Pro Forma Condensed
Consolidated Financial Statements of Tower."
(c) See "Unaudited Pro Form Financial Statements--Unaudited Pro Forma
Combined Financial Statements of Reckson."
(d) Tower's pro forma equivalent per share information represents the pro
forma combined per share information for Reckson class B common stock
multiplied by an exchange ratio of .6273 if the share issuance proposal
is approved and .4294 if the share issuance proposal is not approved.
This report contains forward-looking statements that are subject to certain
risks, trends and uncertainties that could cause actual results to differ
materially from those projected. Among those risks, trends and uncertainties are
the general economic climate; the supply of and demand for office and industrial
properties in the tri-state area; interest rate levels; the availability of
financing; and other risks associated with the development and acquisition of
properties, including risks that development may not be completed on schedule,
that the tenants will not take occupancy or pay rent, or that development or
operating costs may be greater than anticipated. For further information on
factors which could impact Reckson and Reckson OP, reference is made to
Reckson's and Reckson OP's other filings with the Securities and Exchange
Commission.
5
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Properties Acquired
AUDITED FINANCIAL STATEMENTS
Combined Statement of Revenues and Certain Expenses of 919 Third Avenue for
the Year Ended December 31, 1998
Notes to Combined Statement of Revenues and Certain Expenses of 919 Third
Avenue
(b) Pro Forma Financial Information
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF RECKSON--ASSUMING
RECKSON STOCKHOLDERS APPROVE THE SHARE ISSUANCE PROPOSAL
Unaudited Pro Forma Condensed Combining Balance Sheet as of December 31, 1998
Unaudited Pro Forma Condensed Combining Statement of Operations for the Year
Ended December 31, 1998
Notes to Unaudited Pro Forma Combined Financial Statements
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF RECKSON--ASSUMING
RECKSON STOCKHOLDERS DO NOT APPROVE THE SHARE ISSUANCE PROPOSAL
Unaudited Pro Forma Condensed Combining Balance Sheet as of December 31, 1998
Unaudited Pro Forma Condensed Combining Statement of Operations for the Year
Ended December 31, 1998
Notes to Unaudited Pro Forma Combined Financial Statements
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF RECKSON OP--ASSUMING
RECKSON STOCKHOLDERS DO NOT APPROVE THE SHARE ISSUANCE PROPOSAL
Unaudited Pro Forma Condensed Combining Balance Sheet as of December 31, 1998
Unaudited Pro Forma Condensed Combining Statement of Operations for the Year
Ended December 31, 1998
Notes to Unaudited Pro Forma Combined Financial Statements
(c) Exhibits
Exhibit 23.1 Consent of Ernst & Young LLP
Exhibit 23.2 Consent of Ernst & Young LLP
Exhibit 99.1 Press Release, Dated May 10, 1999
6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RECKSON ASSOCIATES REALTY CORP.
BY: /S/ J. MICHAEL MATURO
-----------------------------------------
J. Michael Maturo
Executive Vice President and
Chief Financial Officer
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp.,
its general partner
By: /s/ J. MICHAEL MATURO
-----------------------------------------
J. Michael Maturo
Executive Vice President and
Chief Financial Officer
Dated: May 10, 1999
7
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders
Reckson Associates Realty Corp.
We have audited the combined statement of revenues and certain expenses of
the property ("919 Third Avenue") underlying the first mortgage note to be
acquired from NBBRE-919 Third Avenue Associates L.P. by Reckson Associates
Realty Corp., as described in Note 1, for the year ended December 31, 1998. The
financial statement is the responsibility of 919 Third Avenue management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, an a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses was prepared for
the purpose of complying with the rules and regulations of the Securities and
Exchange Commission for inclusion in the Form 8-K of Reckson Associates Realty
Corp. and is not intended to be a complete presentation of 919 Third Avenue's
revenue and expenses.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the combined revenues and certain expenses of 919
Third Avenue as described in Note 1 for the year ended December 31, 1998, in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
New York, New York
March 4, 1999
F-1
919 THIRD AVENUE
COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
(IN THOUSANDS)
(NOTE 1)
YEAR ENDED
DECEMBER 31,
1998
------------
Revenues (Notes 2 and 5):
Base rents........................................................................................ $ 44,190
Tenant escalations................................................................................ 7,348
------------
Total revenues...................................................................................... 51,538
------------
Certain Expenses:
Real estate taxes................................................................................. 10,403
Property operating expenses (Note 3).............................................................. 11,583
Ground rent....................................................................................... 515
Property management fees.......................................................................... 681
------------
Total certain expenses.............................................................................. 23,182
------------
Revenues in excess of certain expenses.............................................................. $ 28,356
------------
------------
See accompanying notes to financial statement.
F-2
919 THIRD AVENUE
NOTES TO COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1998
1. BASIS OF PRESENTATION
Presented herein is the combined statement of revenues and certain expenses
related to the operation of 919 Third Avenue, which comprises the leasehold
interest in 919 Third Avenue and the fee interest in the land underlying 919
Third Avenue and which secures the first mortgage owned by NBBRE-919 Third
Avenue Associates, L.P. The property is located in New York, New York.
The accompanying financial statement has been prepared in accordance with
the applicable rules and regulations of the Securities and Exchange Commission
for the acquisition of real estate property. Included in the category of real
estate properties are operating properties underlying certain mortgage loans,
which in substance represent an investment in real estate rather than a loan.
Since the first mortgage note provides the lender with the same risks and
potential rewards as the owner of 919 Third Avenue the first mortgage note is
being treated as an investment in real estate for financial reporting purposes.
Accordingly, the financial statement excludes certain expenses that may not be
comparable to those expected to be incurred by Reckson Associates Realty Corp.
in the proposed future operations of the aforementioned 919 Third Avenue. Items
excluded consist of interest, depreciation, amortization and general and
administrative expenses not directly related to future operations.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statement and
accompanying notes. Actual results could differ from those estimates.
2. LEASE AND REVENUE RECOGNITION
919 Third Avenue is being leased to tenants under operating leases. Minimum
rental income is generally recognized on a straight-line basis over the term of
the leases. The amounts so recognized were in excess of the amounts due pursuant
to the underlying leases by approximately $2,467,000 for the year ended December
31, 1998.
919 Third Avenue is a multi-tenant office building whose lease expires at
various dates over the next twenty-two years.
3. PROPERTY OPERATING EXPENSES
Property operating expenses for the year ended December 31, 1998 include
approximately $83,000 for insurance, $4,260,000 for utilities, $1,447,000 for
payroll, $5,431,000 for repair and maintenance and $362,000 for security costs.
4. SIGNIFICANT TENANTS
For the year ended December 31, 1998, rent revenue, exclusive of expense
escalation charges, from one tenant under leases expiring in 2000, amounted to
63% of total rent revenues. This tenant occupies approximately 53% of the total
gross rentable area of the building. In 1998, three new tenants executed leases
to occupy 53% of the building with anticipated lease commencement dates ranging
from 1999 to 2002, which includes space to be vacated by the tenant that
currently occupies 53% of the gross rentable area of the building.
F-3
919 THIRD AVENUE
NOTES TO COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1998
5. GROUND LEASE
The ground lease, which expires on September 30, 2066, provides that the
annual rent be adjusted at ten year intervals beginning March 1, 1991 to the
greater of (i) $70,000 or (ii) a sum equal to 9% of the fair market value of the
land, as defined, multiplied by 6%. The annual rent for the period from March 1,
1991 through February 28, 2001 is $515,000.
6. LEASE AGREEMENTS
Future minimum lease payments to be received by 919 Third Avenue as of
December 31, 1998 under non-cancelable operating leases, which expire on various
dates through November, 2021, are as follows:
1999.......................................................... $46,803,000
2000.......................................................... 31,240,000
2001.......................................................... 27,262,000
2002.......................................................... 43,287,000
2003.......................................................... 45,579,000
Thereafter.................................................... 576,815,000
-----------
$770,986,000
-----------
-----------
F-4
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF RECKSON--ASSUMING RECKSON
STOCKHOLDERS APPROVE THE SHARE ISSUANCE PROPOSAL
The following unaudited pro forma combined financial statements are
presented as if Reckson had acquired the first mortgage note secured by 919
Third Avenue (the "919 Mortgage") on December 31, 1998 with respect to the
balance sheet and on January 1, 1998 with respect to the statement of
operations.
The following pro forma combined financial statements are presented for
illustrative purposes only and are not indicative of the financial position or
results of operations of future periods or the results that actually would have
been realized had Reckson owned the 919 Mortgage during the specified periods.
The pro forma combined financial statements, including the notes thereto, should
be read in conjunction with the Pro Forma Combined Financial Statements of
Reckson--Assuming Reckson Stockholders Approve the Share Issuance Proposal, as
previously reported in Reckson's registration statement on Form S-4, relating to
the proposed acquisition of Tower Realty Trust, Inc. and the historical
financial statements and notes thereto of Reckson as filed on Form 10-K for the
year ended December 31, 1998.
F-5
RECKSON ASSOCIATES REALTY CORP.
PRO FORMA CONDENSED COMBINING BALANCE SHEET
ASSUMING RECKSON STOCKHOLDERS APPROVE THE SHARE ISSUANCE PROPOSAL
AS OF DECEMBER 31, 1998
(UNAUDITED)
(DOLLARS IN THOUSANDS)
PRO FORMA AS
PREVIOUSLY REPORTED 919 DECEMBER 31, 1998
(A) MORTGAGE (B) PRO FORMA
---------------------- ------------ -----------------
ASSETS:
Real estate, net...................................... $ 2,032,687 $ -- $ 2,032,687
Real estate held for sale............................. 225,000 -- 225,000
Cash and cash equivalents............................. 7,423 -- 7,423
Tenant receivables.................................... 10,266 -- 10,266
Affiliate receivables................................. 53,329 -- 53,329
Deferred rent receivable.............................. 22,526 -- 22,526
Investment in mortgage notes and note receivable...... 99,268 278,000 377,268
Investment in Metropolitan Partners................... -- -- --
Contract and land deposits and other pre-acquisition
costs............................................... 2,253 -- 2,253
Prepaid expenses and other assets..................... 13,735 -- 13,735
Investments in real estate joint ventures............. 18,804 -- 18,804
Deferred lease and loan costs, net.................... 30,799 -- 30,799
----------- ------------ -----------------
Total Assets........................................ $ 2,516,090 $ 278,000 $ 2,794,090
----------- ------------ -----------------
----------- ------------ -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Mortgage notes payable................................ $ 492,243 $ -- $ 492,243
Senior unsecured notes................................ 449,262 -- 449,262
Credit facility....................................... 188,988 278,000 466,988
Accrued expenses and other liabilities................ 78,511 -- 78,511
Affiliate payables.................................... 2,395 -- 2,395
Deferred real estate taxes............................ 12,359 -- 12,359
Dividends and distributions payable................... 19,663 -- 19,663
----------- ------------ -----------------
Total Liabilities................................... 1,243,421 278,000 1,521,421
----------- ------------ -----------------
Minority partners' interest and preferred interest in
consolidated partnerships........................... 127,173 -- 127,173
Preferred unit interest in the operating
partnership......................................... 42,518 -- 42,518
Limited partners' minority interest in operating
partnership......................................... 143,948 -- 143,948
----------- ------------ -----------------
313,639 -- 313,639
----------- ------------ -----------------
STOCKHOLDERS' EQUITY:
Preferred stock....................................... 92 -- 92
Common stock.......................................... 400 -- 400
Class B common stock.................................. 117 -- 117
Additional paid-in capital............................ 958,421 -- 958,421
----------- ------------ -----------------
Total Stockholders' Equity.......................... 959,030 -- 959,030
----------- ------------ -----------------
Total Liabilities and Stockholders' Equity.......... $ 2,516,090 $ 278,000 $ 2,794,090
----------- ------------ -----------------
----------- ------------ -----------------
See accompanying notes to pro forma financial statements.
F-6
RECKSON ASSOCIATES REALTY CORP.
PRO FORMA CONDENSED COMBINING STATEMENT OF OPERATIONS
ASSUMING RECKSON STOCKHOLDERS APPROVE THE SHARE ISSUANCE PROPOSAL
FOR THE YEAR ENDED DECEMBER 31, 1998
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PRO FORMA AS
PREVIOUSLY REPORTED 919 PRO FORMA DECEMBER 31, 1998
(C) MORTGAGE (D) ADJUSTMENTS (E) PRO FORMA
---------------------- ------------- --------------- -----------------
REVENUES:
Base rents................................ $ 322,897 $ 44,190 $ -- $ 367,087
Tenant escalations and reimbursements..... 27,744 7,348 -- 35,092
Equity in earnings of real estate joint
ventures................................ 603 -- -- 603
Equity in earnings of service companies... 1,530 -- -- 1,530
Interest income on mortgage notes and
notes receivable........................ 7,739 -- -- 7,739
Other..................................... 5,026 -- -- 5,026
-------- ------------- --------------- --------
Total Revenues.......................... 365,539 51,538 -- 417,077
-------- ------------- --------------- --------
EXPENSES:
Operating Expenses:
Property operating expenses............... 69,646 12,264 -- 81,910
Real estate taxes......................... 48,510 10,403 -- 58,913
Ground rents.............................. 2,444 515 -- 2,959
Marketing, general and administrative..... 21,697 -- -- 21,697
-------- ------------- --------------- --------
Total Operating Expenses................ 142,297 23,182 -- 165,479
-------- ------------- --------------- --------
Interest.................................. 68,284 -- 18,959 87,243
Depreciation and amortization............. 65,665 -- 7,877 73,542
-------- ------------- --------------- --------
Total Expenses.......................... 276,246 23,182 26,836 326,264
-------- ------------- --------------- --------
Income before minority interest and
extraordinary items....................... 89,293 28,356 (26,836) 90,813
Minority partners' and preferred interest in
consolidated partnerships (income)........ (9,083) -- -- (9,083)
Distributions to preferred unitholders/
shareholders.............................. (14,244) -- -- (14,244)
-------- ------------- --------------- --------
Income before limited partners' minority
interest in operating partnership income
and extraordinary items................... $ 65,966 $ 28,356 $ (26,836) $ 67,486
-------- ------------- --------------- --------
-------- ------------- --------------- --------
Limited partners' minority
interest in operating partnership
income.................................... (7,830)(F)
--------
Net income before extraordinary item........ $ 59,656
--------
--------
Basic income per share of common stock
before extraordinary item................. $ 1.01(G)
--------
--------
Basic weighted average number of shares of
common stock outstanding.................. 39,473
--------
--------
Diluted income per share of common stock
before extraordinary item................. $ 1.00(G)
--------
--------
Diluted weighted average number of shares of
common stock outstanding.................. 40,010
--------
--------
Basic income per share of class B common
stock before extraordinary item........... $ 1.68(G)
--------
--------
Basic weighted average number of shares of
class B common stock outstanding.......... 11,695
--------
--------
Diluted income per share of class B common
stock before extraordinary item........... $ 1.14(G)
--------
--------
Diluted weighted average number of shares of
class B common stock outstanding.......... 11,695
--------
--------
See accompanying notes to pro forma financial statements.
F-7
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS OF RECKSON--ASSUMING RECKSON
STOCKHOLDERS APPROVE THE SHARE ISSUANCE PROPOSAL
PRO FORMA CONDENSED COMBINING BALANCE SHEET
A. Reflects Reckson's unaudited pro forma balance sheet as of December 31,
1998, as previously reported in Reckson's registration statement on Form S-4
relating to the proposed acquisition of Tower Realty Trust, Inc.
B. Reflects the acquisition by Metropolitan Partners, a consolidated
subsidiary of Reckson of the first mortgage note secured by 919 Third Avenue in
New York City for a purchase price of approximately $278 million. The mortgage
note matured in 1997; however, a foreclosure of the mortgage note may not be
completed until September 30, 2000. Reckson and Reckson Operating Partnership
have a currently effective registration statement on file with the Securities
and Exchange Commission relating to the proposed acquisition of Tower Realty
Trust, Inc. Rule 3-14 of Regulation S-X ("Rule 3-14") specifies the requirements
for financial statements when the registrant, since the date of the latest
balance sheet required, has acquired or proposes to acquire one or more
properties which in the aggregate are significant (as defined). Included in the
category of properties acquired or to be acquired under Rule 3-14 are operating
properties underlying certain mortgage loans, which in economic substance
represent an investment in real estate rather than a loan. Since the mortgage
note to be acquired by Reckson provides it with the same risks and potential
rewards as the owner of 919 Third Avenue the first mortgage note is being
treated as an investment in real estate for financial reporting purposes.
Reckson and Metropolitan Partners contemplate financing the transaction
through a combination of borrowings under their credit facilities and proceeds
from a private placement of equity securities of Reckson. The equity securities
are expected to be in the form of convertible preferred stock. Reckson and two
institutional investors have an agreement in principle on the material terms for
the equity securities; however, these agreements are non-binding and are subject
to the execution of definitive documents. Because definitive documents have not
been executed for the proposed private placement of equity securities, the pro
forma adjustment assumes that the entire purchase price of the mortgage note is
funded with borrowings under Reckson's credit facility. If the purchase price of
the mortgage note had been funded with a combination of borrowings under
Reckson's credit facility and the proceeds from the private placement based on
the agreement in principle the effect would be to decrease net income available
to common shareholders by approximately $914 and decrease basic and diluted
earnings per share of Reckson common stock by $0.02 and $0.02, respectively and
basic and diluted earnings per share of Reckson class B common stock by $0.03
and $0.03, respectively.
PRO FORMA CONDENSED COMBINING STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 1998
C. Reflects the unaudited pro forma operations of Reckson for the year
ended December 31, 1998, as previously reported in Reckson's registration
statement on Form S-4 relating to the proposed acquisition of Tower Realty
Trust, Inc.
D. Reflects the combined revenues and certain expenses of 919 Third Avenue
for the year ended December 31, 1998.
E. Reflects the increase in interest cost associated with additional
borrowings under the credit facility ($18,959) based upon the pro forma weighted
average rate of approximately 6.8% for the year ended December 31, 1998. The pro
forma adjustment also reflects the increase in depreciation expense associated
with the acquisition of 919 Third Avenue.
The following table summarizes the calculation of the pro forma depreciation
expense adjustment:
F-8
(DOLLARS IN THOUSANDS)
Pro forma real estate addition.................................... $ 278,000
Allocation to building............................................ 85%
---------
Total allocation to building...................................... 236,300
Depreciable life.................................................. 30
---------
Pro forma depreciation expense adjustment......................... $ 7,877
---------
---------
F. Represents the minority interest of the limited partners in Reckson OP
based upon the pro forma rate of approximately 13.05% as of December 31, 1998.
G. Basic pro forma income per share of Reckson common stock and Reckson
class B common stock before extraordinary items is based upon the proration of
income based on the relative amounts distributable to each class of shareholders
and the average number of shares of Reckson common stock outstanding during the
year ended December 31, 1998 of 39,473,000 and the 11,695,000 Class B shares
issued,
Diluted pro forma income per share of Reckson common stock before
extraordinary items is based upon the diluted weighted average number of shares
of Reckson common stock outstanding during the year ended December 31, 1998 of
40,010,000.
Diluted pro forma net income per share of Reckson class B common stock is
based upon the impact of the conversion of all outstanding Reckson class B
shares to Reckson common stock, on a one-for-one basis, resulting in a weighted
average number of shares outstanding during the year ended December 31, 1998 of
59,433,000, net of the add-back of the income allocated to the holders the
Reckson class B common stock of approximately $19,661 for the year ended
December 31, 1998.
F-9
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF RECKSON--ASSUMING RECKSON
STOCKHOLDERS DO NOT APPROVE THE SHARE ISSUANCE PROPOSAL
The following unaudited pro forma combined financial statements are
presented as if Reckson had acquired the first mortgage note secured by 919
Third Avenue (the "919 Mortgage") on December 31, 1998 with respect to the
balance sheet and on January 1, 1998 with respect to the statement of
operations.
The following unaudited pro forma combined financial statements are
presented for illustrative purposes only and are not indicative of the financial
position or results of operations of future periods or the results that actually
would have been realized had Reckson owned the 919 Mortgage during the specified
periods. The pro forma combined financial statements, including the notes
thereto, should be read in conjunction with the Pro Forma Combined Financial
Statements of Reckson--Assuming Reckson Stockholders Do Not Approve the Share
Issuance Proposal, as previously reported in Reckson's registration statement on
Form S-4, relating to the proposed acquisition of Tower Realty Trust, Inc. and
the historical financial statements and notes thereto of Reckson as filed on
Form 10-K for the year ended December 31, 1998.
F-10
RECKSON ASSOCIATES REALTY CORP.
PRO FORMA CONDENSED COMBINING BALANCE SHEET
ASSUMING RECKSON STOCKHOLDERS DO NOT APPROVE THE SHARE ISSUANCE PROPOSAL
AS OF DECEMBER 31, 1998
(UNAUDITED)
(DOLLARS IN THOUSANDS)
PRO FORMA AS
PREVIOUSLY REPORTED 919 DECEMBER 31, 1998
(A) MORTGAGE (B) PRO FORMA
---------------------- ------------ -----------------
ASSETS:
Real estate, net...................................... $ 2,032,687 -- $ 2,032,687
Real estate held for sale............................. 225,000 -- 225,000
Cash and cash equivalents............................. 7,423 -- 7,423
Tenant receivables.................................... 10,266 -- 10,266
Affiliate receivables................................. 53,329 -- 53,329
Deferred rent receivable.............................. 22,526 -- 22,526
Investment in mortgage notes and note receivable...... 99,268 278,000 377,268
Investment in Metropolitan Partners................... -- -- --
Contract and land deposits and other pre-acquisition
costs............................................... 2,253 -- 2,253
Prepaid expenses and other assets..................... 13,735 -- 13,735
Investments in real estate joint ventures............. 18,804 -- 18,804
Deferred lease and loan costs, net.................... 30,799 -- 30,799
----------- ------------ -----------------
Total Assets........................................ $ 2,516,090 $ 278,000 $ 2,794,090
----------- ------------ -----------------
----------- ------------ -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Mortgage notes payable................................ 492,243 -- $ 492,243
Senior unsecured notes................................ 544,783 -- 544,783
Credit facility....................................... 188,988 278,000 466,988
Accrued expenses and other liabilities................ 78,511 -- 78,511
Affiliate payables.................................... 2,395 -- 2,395
Deferred real estate taxes............................ 12,359 -- 12,359
Dividend and distributions payable.................... 19,663 -- 19,663
----------- ------------ -----------------
Total Liabilities................................... 1,338,942 278,000 1,616,942
----------- ------------ -----------------
Minority partners' interest and preferred interest in
consolidated partnerships........................... 127,173 -- 127,173
Preferred unit interest in the operating
partnership......................................... 42,518 -- 42,518
Limited partners' minority interest in operating
partnership......................................... 140,174 -- 140,174
----------- ------------ -----------------
309,865 -- 309,865
----------- ------------ -----------------
STOCKHOLDERS' EQUITY:
Preferred Stock....................................... 92 -- 92
Common Stock.......................................... 400 -- 400
Class B common stock.................................. 80 -- 80
Additional paid-in capital............................ 866,711 -- 866,711
----------- ------------ -----------------
Total Stockholders' Equity.......................... 867,283 -- 867,283
----------- ------------ -----------------
Total Liabilities and Stockholders' Equity.......... $ 2,516,090 $ 278,000 $ 2,794,090
----------- ------------ -----------------
----------- ------------ -----------------
See accompanying notes to pro forma financial statements.
F-11
RECKSON ASSOCIATES REALTY CORP.
PRO FORMA CONDENSED COMBINING STATEMENT OF OPERATIONS
ASSUMING RECKSON STOCKHOLDERS DO NOT APPROVE THE SHARE ISSUANCE PROPOSAL
FOR THE YEAR ENDED DECEMBER 31, 1998
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PRO FORMA AS
PREVIOUSLY 919 PRO FORMA DECEMBER 31, 1998
REPORTED (C) MORTGAGE (D) ADJUSTMENT (E) PRO FORMA
------------ ------------ -------------- -----------------
Revenues:
Base rents................................................ $322,897 $44,190 $ -- $ 367,087
Tenant escalations and reimbursements..................... 27,744 7,348 -- 35,092
Equity in earnings of real estate joint ventures.......... 603 -- -- 603
Equity in earnings of service companies................... 1,530 -- -- 1,530
Interest income on mortgage notes and notes receivable.... 7,739 -- -- 7,739
Other..................................................... 5,026 -- -- 5,026
------------ ------------ -------------- -----------------
Total Revenues.......................................... 365,539 51,538 -- 417,077
------------ ------------ -------------- -----------------
Expenses:
Operating Expenses:
Property operating expenses............................. 69,646 12,264 -- 81,910
Real estate taxes....................................... 48,510 10,403 -- 58,913
Ground rents............................................ 2,444 515 -- 2,959
Marketing, general and administrative................... 21,697 -- -- 21,697
------------ ------------ -------------- -----------------
Total Operating Expenses.............................. 142,297 23,182 -- 165,479
------------ ------------ -------------- -----------------
Interest.................................................. 75,818 -- 18,959 94,777
Depreciation and amortization............................. 65,665 -- 7,877 73,542
------------ ------------ -------------- -----------------
Total Expenses.......................................... 283,780 23,182 26,836 333,798
------------ ------------ -------------- -----------------
Income before minority interest and extraordinary items..... 81,759 28,356 (26,836) 83,279
Minority partners' and preferred interest in consolidated
partnerships (income)..................................... (9,083) -- -- (9,083)
Distributions to preferred unitholders/shareholders......... (14,244) -- -- (14,244)
------------ ------------ -------------- -----------------
Income before limited partners' minority interest in
operating partnership income and extraordinary items...... $ 58,432 $28,356 $(26,836) $ 59,952
------------ ------------ -------------- -----------------
------------ ------------ -------------- -----------------
Limited Partners' minority interest in operating partnership income....... (7,660)(F)
-----------------
Net income before extraordinary item...................................... $ 52,292
-----------------
-----------------
Basic income per share of common stock before extraordinary item.......... $ 0.99(G)
-----------------
-----------------
Basic weighted average number of shares of common stock outstanding....... 39,473
-----------------
-----------------
Diluted income per share of common stock before extraordinary item........ $ 0.98(G)
-----------------
-----------------
Diluted weighted average number of shares of common stock outstanding..... 40,010
-----------------
-----------------
Basic income per share of class B common stock before extraordinary
item.................................................................... $ 1.64(G)
-----------------
-----------------
Basic weighted average number of class B shares of common stock
outstanding............................................................. 8,005
-----------------
-----------------
Diluted income per share of class B common stock before extraordinary
item.................................................................... $ 1.08(G)
-----------------
-----------------
Diluted weighted average number of shares of class B common stock
outstanding............................................................. 8,005
-----------------
-----------------
See accompanying notes to pro forma financial statements.
F-12
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF RECKSON --
ASSUMING RECKSON STOCKHOLDERS DO NOT APPROVE THE SHARE ISSUANCE PROPOSAL
PRO FORMA CONDENSED COMBINING BALANCE SHEET
A. Reflects Reckson's unaudited pro forma balance sheets as of December 31,
1998, as previously reported in Reckson's registration statement on Form S-4
relating to the proposed acquisition of Tower Realty Trust, Inc.
B. Reflects the acquisition by Metropolitian Partners, a consolidated
subsidiary of Reckson, of the first mortgage note secured by 919 Third Avenue in
New York City for a purchase price of approximately $278 million. The mortgage
note matured in 1997; however, a foreclosure of the mortgage note may not be
completed until September 30, 2000. Reckson and Reckson Operating Partnership
have a currently effective registration statement on file with the Securities
and Exchange Commission relating to the proposed acquisition of Tower Realty
Trust, Inc. Rule 3-14 of Regulation S-X ("Rule 3-14") specifies the requirements
for financial statements when the registrant, since the date of the latest
balance sheet required, has acquired or proposes to acquire one or more
properties which in the aggregate are significant (as defined). Included in the
category of properties acquired or to be acquired under Rule 3-14 are operating
properties underlying certain mortgage loans, which in economic substance
represent an investment in real estate rather than a loan. Since the mortgage
note to be acquired by Reckson provides it with the same risks and potential
rewards as the owner of 919 Third Avenue the first mortgage note is being
treated as an investment in real estate for financial reporting purposes.
Reckson and Metropolitan Partners contemplate financing the transaction
through a combination of borrowings under their credit facilities and proceeds
from a private placement of equity securities of Reckson. The equity securities
are expected to be in the form of convertible preferred stock. Reckson and two
institutional investors have an agreement in principle on the material terms for
the equity securities; however, these agreements are non-binding and are subject
to the execution of definitive documents. Because definitive documents have not
been executed for the proposed private placement of equity securities, the pro
forma adjustment assumes that the entire purchase price of the mortgage note is
funded with borrowings under Reckson's credit facility. If the purchase price of
the mortgage note had been funded with a combination of borrowings under
Reckson's credit facility and the proceeds from the private placement based on
the agreement in principle the effect would be to decrease net income available
to common shareholders by approximately $1,168 and decrease basic and diluted
earnings per share of Reckson common strock by $0.02 and $0.02, respectively and
basic and diluted earnings per share of Reckson class B common stock by $0.03
and $0.03, respectively.
PRO FORMA CONDENSED COMBINING STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 1998.
C. Reflects the unaudited pro forma operations of Reckson for the year ended
December 31, 1998, as previously reported in Reckson's registration statement on
Form S-4 relating to the proposed acquisition of Tower Realty Trust, Inc.
D. Reflects the combined revenues and certain expenses of 919 Third Avenue
for the year ended December 31, 1998.
E. Reflects the increase in interest cost associated with additional
borrowings under the credit facility ($18,959) based upon the pro forma weighted
average rate of approximately 6.8% for the year ended December 31, 1998. The pro
forma adjustment also reflects the increase in depreciation expense associated
with the acquisition of 919 Third Avenue.
F-13
The following table summarizes the calculation of the pro forma depreciation
expense adjustment:
(DOLLARS IN THOUSANDS)
Pro forma real estate addition.................................... $ 278,000
Allocation to building............................................ 85%
---------
Total allocation to building...................................... 236,300
Depreciable life.................................................. 30
---------
Pro forma depreciation expense adjustment......................... $ 7,877
---------
---------
F. Represents the minority interest of the limited partners in Reckson OP
based upon the pro forma rate of approximately 13.05% as of December 31, 1998.
G. Basic pro forma income per share of Reckson common stock and Reckson
class B common stock before extraordinary items is based upon the proration of
income based on the relative amounts distributable to each class of shareholders
and the average number of shares of Reckson common stock outstanding during the
year ended December 31, 1998 of 39,473,000 and the 8,005,000 Class B shares
issued.
Diluted pro forma income per share of Reckson common stock before
extraordinary items is based upon the diluted weighted average number of shares
of Reckson common stock outstanding during the year ended December 31, 1998 of
40,010,000.
Diluted pro forma net income per share of Reckson class B common stock is
based upon the impact of the conversion of all outstanding Reckson class B
shares to Reckson common stock, on a one-for-one basis, resulting in a weighted
average number of shares oustanding during the year ended December 31, 1998 of
55,743,000, net of the add-back of the income allocated to the holders of the
Reckson class B common stock of approximately $13,166 for the year ended
December 31, 1998.
F-14
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF RECKSON OP--ASSUMING
RECKSON STOCKHOLDERS DO NOT APPROVE THE SHARE ISSUANCE PROPOSAL
The following unaudited pro forma combined financial statements are
presented as if Reckson OP had acquired the first mortgage note secured by 919
Third Avenue (the "919 Mortgage") on December 31, 1998 with respect to the
balance sheet and on January 1, 1998 with respect to the statement of
operations.
The following pro forma combined financial statements are presented for
illustrative purposes only and are not indicative of the financial position or
results of operations of future periods or the results that actually would have
been realized had Reckson OP owned the 919 Mortgage during the specified
periods. The pro forma combined financial statements, including the notes
thereto, should be read in conjunction with the Pro Forma Combined Financial
Statements of Reckson OP--Assuming Reckson Stockholders Do Not Approve the Share
Issuance Proposal, as previously reported in Reckson OP's registration statement
on Form S-4, relating to the proposed acquisition of Tower Realty Trust, Inc.
and the historical financial statements and notes thereto of Reckson OP included
in its registration statement on Form S-4, relating to the proposed acquisition
of Tower Realty Trust, Inc.
F-15
RECKSON OPERATING PARTNERSHIP, L.P.
PRO FORMA CONDENSED COMBINING BALANCE SHEET
ASSUMING RECKSON STOCKHOLDERS DO NOT APPROVE THE SHARE ISSUANCE PROPOSAL
AS OF DECEMBER 31, 1998
(UNAUDITED)
(DOLLARS IN THOUSANDS)
PRO FORMA AS
PREVIOUSLY 919 DECEMBER 31, 1998
REPORTED(A) MORTGAGE(B) PRO FORMA
------------- ------------ -----------------
ASSETS:
Real estate, net................................................ $ 2,032,687 $ -- $ 2,032,687
Real estate held for sale....................................... 225,000 -- 225,000
Cash and cash equivalents....................................... 7,302 -- 7,302
Tenant receivables.............................................. 10,266 -- 10,266
Affiliate receivables........................................... 53,154 -- 53,154
Deferred rent receivables....................................... 22,526 -- 22,526
Investment in mortgage notes and notes receivable............... 99,268 278,000 377,268
Investment in Metropolitan Partners............................. -- -- --
Contract and land deposits and other pre-acquisition
costs......................................................... 2,253 -- 2,253
Prepaid expenses and other assets............................... 13,735 -- 13,735
Investments in real estate joint ventures....................... 18,804 -- 18,804
Deferred lease and loan costs, net.............................. 30,799 -- 30,799
------------- ------------ -----------------
Total Assets................................................ $ 2,515,794 $ 278,000 $ 2,793,794
------------- ------------ -----------------
------------- ------------ -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Mortgage notes payable.......................................... $ 492,243 $ -- $ 492,243
Senior unsecured notes.......................................... 544,783 -- 544,783
Credit facility................................................. 188,988 278,000 466,988
Accrued expenses and other liabilities.......................... 78,330 -- 78,330
Affiliate payables.............................................. 2,395 -- 2,395
Deferred real estate taxes...................................... 12,359 -- 12,359
Dividends and distributions payable............................. 19,663 -- 19,663
------------- ------------ -----------------
Total Liabilities........................................... 1,338,761 278,000 1,616,761
------------- ------------ -----------------
------------- ------------ -----------------
Minority partners' and preferred interest in
consolidated partnership...................................... 127,173 -- 127,173
Partners' capital:
Preferred capital............................................... 263,126 -- 263,126
General partner's capital....................................... 646,560 -- 646,560
Limited partners' capital....................................... 140,174 -- 140,174
------------- ------------ -----------------
Total Partners' Capital..................................... 1,049,860 -- 1,049,860
------------- ------------ -----------------
Total Liabilities and Partners' Capital..................... $ 2,515,794 $ 278,000 $ 2,793,794
------------- ------------ -----------------
------------- ------------ -----------------
See accompanying notes to pro forma financial statements.
F-16
RECKSON OPERATING PARTNERSHIP, L.P.
PRO FORMA CONDENSED COMBINING STATEMENT OF OPERATIONS
ASSUMING RECKSON STOCKHOLDERS DO NOT APPROVE THE SHARE ISSUANCE PROPOSAL
FOR THE YEAR ENDED DECEMBER 31, 1998
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PRO FORMA AS
PREVIOUSLY 919 PRO FORMA DECEMBER 31, 1998
REPORTED(C) MORTGAGE(D) ADJUSTMENTS(E) PRO FORMA
------------- ------------ -------------- -----------------
REVENUES:
Base rents..................................... $ 322,897 $ 44,190 $ -- $ 367,087
Tenant esacalations and reimbursements......... 27,744 7,348 -- 35,092
Equity in earnings of real estate joint
ventures..................................... 603 -- -- 603
Equity in earnings of service companies........ 1,530 -- -- 1,530
Interest income on mortgage notes and notes
receivable................................... 7,739 -- -- 7,739
Other.......................................... 4,965 -- -- 4,965
------------- ------------ -------------- --------
Total Revenues............................... 365,478 51,538 -- 417,016
------------- ------------ -------------- --------
EXPENSES:
Operating Expenses:
Property operating expenses.................. 69,646 12,264 -- 81,910
Real estate taxes............................ 48,510 10,403 -- 58,913
Ground rents................................. 2,444 515 -- 2,959
Marketing, general and administrative.......... 20,808 -- -- 20,808
------------- ------------ -------------- --------
Total Operating Expenses..................... 141,408 23,182 -- 164,590
------------- ------------ -------------- --------
Interest....................................... 75,818 -- 18,959 94,777
Depreciation and amortization.................. 65,665 -- 7,877 73,542
------------- ------------ -------------- --------
Total Expenses............................... 282,891 23,182 26,836 332,909
------------- ------------ -------------- --------
Income before minority interest and extraordinary
items.......................................... 82,587 28,356 (26,836) 84,107
Minority partners' and preferred interest in
consolidated partnerships (income)............. (9,139) -- -- (9,139)
Distributions to preferred unitholders/
shareholders................................... (14,244) -- -- (14,244)
------------- ------------ -------------- --------
Income before limited partners' minority interest
in Operating Partnership income and
extraordinary items............................ $ 59,204 $ 28,356 $ (26,836) $ 60,724
------------- ------------ -------------- --------
------------- ------------ -------------- --------
Limited Partner.................................. $ 7,759(G)
--------
--------
General Partner-Class A.......................... $ 39,630(F)
--------
--------
General Partner-Class B.......................... $ 13,336(F)
--------
--------
Net Income per Unit:
Limited Partner.............................. $ 1.00
--------
--------
General Partner-Class A...................... $ 1.00
--------
--------
General Partner-Class B...................... $ 1.67
--------
--------
See accompanying notes to pro forma financial statements.
F-17
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF RECKSON
OP--ASSUMING RECKSON STOCKHOLDERS DO NOT APPROVE THE SHARE ISSUANCE PROPOSAL
PRO FORMA CONDENSED COMBINING BALANCE SHEET
A. Reflects Reckson OP's unaudited pro forma balance sheet as of December
31, 1998, as previously reported Reckson in OP's registration statement on Form
S-4 relating to the proposed acquisition of Tower Realty Trust, Inc.
B. Reflects the acquisition by Metropolitan Partners, a consolidated
subsidiary of Reckson OP of the first mortgage note secured by 919 Third Avenue
in New York City for a purchase price of approximately $278 million. The
mortgage note matured in 1997; however, a foreclosure of the mortgage note may
not be completed until September 30, 2000. Reckson and Reckson OP have a
currently effective registration statement on file with the Securities and
Exchange Commission relating to the proposed acquisition of Tower Realty Trust,
Inc. Rule 3-14 of Regulation S-X ("Rule 3-14") specifies the requirements for
financial statements when the registrant, since the date of the latest balance
sheet required, has acquired or proposes to acquire one or more properties which
in the aggregate are significant (as defined). Included in the category of
properties acquired or to be acquired under Rule 3-14 are operating properties
underlying certain mortgage loans, which in economic substance represent an
investment in real estate rather than a loan. Since the mortgage note to be
acquired by Reckson OP provides it with the same risks and potential rewards as
the owner of 919 Third Avenue the first mortgage note is being treated as an
investment in real estate for financial reporting purposes.
Reckson OP and Metropolitan Partners contemplate financing the transaction
through a combination of borrowings under their credit facilities and proceeds
from a private placement of equity securities of Reckson OP. The equity
securities are expected to be in the form of convertible preferred units.
Reckson OP and two institutional investors have an agreement in principle on the
material terms for the equity securities; however, these agreements are
non-binding and are subject to the execution of definitive documents. Because
definitive documents have not been executed for the proposed private placement
of equity securities, the pro forma adjustment assumes that the entire purchase
price of the mortgage note is funded with borrowings under Reckson OP's credit
facility. If the purchase price of the mortgage note had been funded with a
combination of borrowings under Reckson OP's credit facility and the proceeds
from the private placement based on the agreement in principle the effect would
be to decrease net income available to common unitholders by approximately
$1,339 and decrease basic earnings per class A and class B unit by $0.02 and
$0.04, respectively.
PRO FORMA CONDENSED COMBINING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 1998
C. Reflects Reckson Operating Partnership's unaudited pro forma operations
for the year ended December 31, 1998, as previously reported in Reckson OP's
registration statement on Form S-4 relating to the proposed acquisition of Tower
Realty Trust, Inc.
D. Reflects the combined revenues and certain expenses of 919 Third Avenue
for the year ended December 31, 1998.
E. Reflects the increase in interest cost associated with additional
borrowings under the credit facility ($18,959) based upon the pro forma weighted
average interest rate of approximately 6.8% for the year ended December 31,
1998. The pro forma adjustment also reflects the increase in depreciation
expense associated with the acquisition of 919 Third Avenue.
F-18
The following table summarizes the calculation of the pro forma depreciation
expense adjustment:
(DOLLARS IN THOUSANDS)
Pro forma real estate addition.................................... $ 278,000
Allocation to building............................................ 85%
---------
Total allocation to building...................................... 236,300
Depreciable life.................................................. 30
---------
Pro forma depreciation expense adjustment......................... $ 7,877
---------
---------
F. General Partner Class A and B basic pro forma income per share before
extraordinary items is based upon the proration of income based on the relative
amounts distributable to each class of unitholders and the average number of
Class A units outstanding during the year ended December 31, 1998 of 39,473,000
and 8,005,000 Class B units issued.
G. Limited Partner pro forma income before extraordinary items is based upon
the proration of income based on the relative amounts distributable to each
class of unitholders and the average number of limited partnership units
outstanding during the year ended December 31, 1998 of 7,728,000.
F-19
