UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 8, 2004
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 Reckson Associates Realty Corp. -
Reckson Operating Partnership, L.P. - Delaware 11-3233650
(State or other jurisdiction of incorporation or Reckson Operating Partnership, L.P. -
organization) 11-3233647
(IRS Employer ID Number)
225 Broadhollow Road 11747
Melville, New York (Zip Code)
(Address of principal executive offices)
1-13762
(Commission File Number)
(631) 694-6900
(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 registrants under any of
the following provisions (see General Instruction A.2. below):
|_| 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 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(b) Effective November 8, 2004, Donald J. Rechler tendered his
resignation from the Board of Directors of Reckson Associates Realty Corp.
(the "Company"), including his position as non-executive Chairman. In
tendering his resignation, Mr. Rechler indicated his desire to pursue
non-business interests and his confidence in the capabilities of the Company's
current management team. Mr. Rechler's resignation comes approximately one
year after the sale of the Long Island industrial portfolio and related
restructuring of the Company in which Mr. Rechler stepped down from his
executive position as co-CEO of the Company. The Board is currently scheduled
to consider the appointment of a Chairman at its meeting to be held on
November 16, 2004.
Item 8.01. Other Events.
On November 12, 2004, a joint venture in which a subsidiary of Reckson
Strategic Venture Partners, LLC ("RSVP") owns a 46% interest, entered into a
binding agreement to sell the Concord and Grossinger's Resort Hotels and Golf
Courses located in Sullivan County, New York, two of the Catskill Mountains'
historically renowned and strategically located resort properties, to Empire
Resorts, Inc. ("Empire") for consideration of 18 million common shares of
Empire and the assumption of property-related debt. The closing is subject to
certain regulatory approvals, lender consents, the approval of Empire's
shareholders and other conditions. Certain land adjacent to the golf courses
will be retained by RSVP's subsidiary for potential residential development.
RSVP, a real estate venture capital fund originally formed by the
Company, was spun-off to the Company's shareholders as part of Frontline
Capital Group ("Frontline") in 1998. In June 2002 Frontline filed for
bankruptcy with Reckson Operating Partnership, L.P. as its largest creditor.
Additional information concerning RSVP is contained in the Company's periodic
reports on file with the Securities and Exchange Commission.
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/ Scott Rechler
-------------------------------------
Scott Rechler
Chief Executive Officer
and President
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp.,
its General Partner
By: /s/ Scott Rechler
-------------------------------------
Scott Rechler
Chief Executive Officer
and President
Date: November 15, 2004
3