-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TFQl05uDaDJExgu84p4eWVZzNtJrtCkziMbzFeA1SF2erhMctoP0Qkg98GIsTWmR ctmDQOShcub2WD93/IodCw== 0000928475-06-000285.txt : 20061204 0000928475-06-000285.hdr.sgml : 20061204 20061204093702 ACCESSION NUMBER: 0000928475-06-000285 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061204 DATE AS OF CHANGE: 20061204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RECKSON ASSOCIATES REALTY CORP CENTRAL INDEX KEY: 0000930548 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 113233650 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47067 FILM NUMBER: 061252805 BUSINESS ADDRESS: STREET 1: 625 RECKSON PLAZA CITY: UNIONDALE STATE: NY ZIP: 11556 BUSINESS PHONE: 516 506-6000 MAIL ADDRESS: STREET 1: 625 RECKSON PLAZA CITY: UNIONDALE STATE: NY ZIP: 11556 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 sch13da120406.txt NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Reckson Associates Realty Corp. (Name of Issuer) Common Stock, Par Value $.01 (Title of Class of Securities) 75621K106 (CUSIP Number) Marc Weitzen, Esq. General Counsel Icahn Associates Corp. & affiliated companies 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 3, 2006 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Item 1. Security and Issuer This Amendment No. 2 (this "Amendment") amends the Schedule 13D filed on November 27, 2006, as amended by Amendment No. 1 filed on December 1, 2006 (together the "Original 13D") with the Securities and Exchange Commission by High River, Hopper, Barberry, Icahn Master, Icahn Offshore, CCI Offshore, Icahn Partners, Icahn Onshore, CCI Onshore, Starfire, Highcrest, Buffalo, Meadow Star, Meadow Partner, Beckton, API, AREP, AREH, Gas Corp, Rome and Carl C. Icahn. The defined terms used herein unless otherwise defined shall have the meaning assigned to such terms in the Original 13D. This Amendment relates to the Common Stock, par value $.01 per share (the "Shares"), of Reckson Associates Realty Corp., a Maryland corporation (the "Issuer"). Item 4. Purpose of Transaction Item 4 is hereby amended by adding the following: Rome Acquisition Limited Partnership ("Rome"), a Delaware limited partnership, was formed for the purpose of acquiring the Issuer and its subsidiaries. The general partners of Rome were Meadow Star LLC ("Meadow Star"), an indirect subsidiary of AREP, and WH Rome Partners LLC ("WH Rome"), an entity affiliated with Macklowe Properties. On November 30, 2006, Meadow Star, WH Rome and Mack-Cali Realty, L.P. ("Mack-Cali") entered into an Amendment to the Agreement of Limited Partnership of Rome (the "Mack Amendment") pursuant to which Mack-Cali was admitted as a limited partner. On December 2, 2006, the Icahn Reporting Persons were notified by Mack-Cali that it did not intend to contribute its required $400 million to the capital of Rome and that it was withdrawing as a limited partner from Rome pursuant to the terms of the Mack Amendment. On December 3, 2006, after being notified by WH Rome and its principals that they did not intend to support a binding offer of $49 for the Issuer and its assets, Meadow Star and WH Rome and its principals agreed to terminate Rome. In addition, Meadow Star and Carl Icahn, and WH Rome, Harry Macklowe and William S. Macklowe acknowledged that to the extent that they had been a group within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934 and the rules and regulations thereunder, that the group is terminated. On December 4, 2006, AREP delivered a letter to the Issuer making a proposal to acquire the Issuer at $49 per share comprised of cash and a new class of AREP's preferred units (the "Proposal"), which letter is attached hereto and is incorporated herein by reference. The Proposal, or any amendment thereof, could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended by adding the following: (e) On December 3, 2006, the Icahn Reporting Persons ceased to be the beneficial owner of more than 5% of the Shares. Item 7. Material to be Filed as Exhibits 1. AREP Letter to Issuer dated December 4, 2006 SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 4, 2006 HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC General Partner By: Barberry Corp. Sole Member By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Vice President HOPPER INVESTMENTS LLC By: Barberry Corp. Sole member By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Vice President BARBERRY CORP. By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Vice President ICAHN PARTNERS MASTER FUND LP By: /s/ Keith A. Meister -------------------- Name: Keith A. Meister Title: Executive Vice President ICAHN OFFSHORE LP By: /s/ Keith A. Meister -------------------- Name: Keith A. Meister Title: Executive Vice President CCI OFFSHORE CORP. By: /s/ Keith A. Meister -------------------- Name: Keith A. Meister Title: President [Signature Page to Schedule 13D Amendment No. 2 - Reckson Associates Realty Corp.] ICAHN PARTNERS LP By: /s/ Keith A. Meister -------------------- Name: Keith A. Meister Title: Executive Vice President ICAHN ONSHORE LP By: /s/ Keith A. Meister -------------------- Name: Keith A. Meister Title: Executive Vice President CCI ONSHORE CORP. By: /s/ Keith A. Meister -------------------- Name: Keith A. Meister Title: President MEADOW STAR LLC By: /s/ Keith A. Meister -------------------- Name: Keith A. Meister Title: President BECKTON CORP. By: /s/ Keith Cozza --------------- Name: Keith Cozza Title: Secretary AMERICAN PROPERTY INVESTORS INC. By: /s/ Hillel Moerman ------------------ Name: Hillel Moerman Title: Chief Financial Officer AMERICAN REAL ESTATE PARTNERS, L.P. By: American Property Investors, Inc. General partner By: /s/ Hillel Moerman ------------------ Name: Hillel Moerman Title: Chief Financial Officer AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP By: American Property Investors, Inc. General partner By: /s/ Hillel Moerman ------------------ Name: Hillel Moerman Title: Chief Financial Officer AREH OIL & GAS CORP. By: /s/ Hillel Moerman ------------------ Name: Hillel Moerman Title: Chief Financial Officer [Signature Page to Schedule 13D Amendment No. 2 - Reckson Associates Realty Corp.] /s/ Carl C. Icahn - ----------------- CARL C. ICAHN [Signature Page to Schedule 13D Amendment No. 2 - Reckson Associates Realty Corp.] EX-99 2 sch13da120406proposal.txt PROPOSAL LETTER American Real Estate Partners, L.P. 767 Fifth Avenue, Suite 4700 New York, New York 10153 December 4, 2006 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 entities wholly-owned by American Real Estate Partners, L.P. ("AREP"), a Delaware limited partnership, whose Depositary Units trade on the New York Stock Exchange under the symbol ACP and which are approximately 90% owned by Carl Icahn, 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. AREP has interests in businesses in a variety of industries, including real estate, gaming, and textiles, among others. The market value of AREP's outstanding Depositary Units, which trade on the NYSE, is approximately $5 billion. In addition, AREP and its subsidiaries have an aggregate cash position, including marketable securities, of approximately $2.3 billion. AREP is proposing to acquire all of the outstanding shares (and units) of Reckson through a transaction in which shareholders (and unitholders) would receive a consideration per share (and unit) of $49.00, consisting of $1 billion in cash and the balance of $3.3 billion in a new class of AREP Preferred Units (the "Merger Preferred"), which would be convertible into Depositary Units at a 30% premium above last Friday's closing price of $80.35 for the Depositary Units, resulting in the conversion price of $104.50 per Depositary Unit. According to our analysis of comparable preferred securities, we expect the Merger Preferred to be valued at par. No closing conditions, other than those that would be required for the SL Green transaction, would be necessary to consummate our proposed transaction and it will not be subject to a financing condition. We anticipate no delay in negotiating a definitive acquisition agreement. In fact, our proposed acquisition agreement, a draft of which will be delivered to you by no later than on Tuesday, December 5, will be substantively the same as Reckson's merger agreement with SL Green with changes to reflect the difference in the proposed transaction. Once our bid is accepted as a superior bid and we agree on the terms of the merger agreement we will immediately deposit approximately $613 million into escrow. This sum includes the break up fee payable to SL Green and a good faith deposit by the AREP parties which will be forfeited to Reckson should the AREP parties not meet their obligations pursuant to the merger agreement. The terms of the Merger Preferred are set forth on Exhibit A attached hereto. Briefly, there will be $3.3 billion face amount of a new class of Preferred Units, which will have one vote per Unit on all matters on which the Depositary Units have a vote and as required by law. In addition, the Merger Preferred will have an aggregate liquidation value equal to its par value of $3.3 billion plus accrued but unpaid dividends, if any, and will be fully redeemed on December 31, 2018. Should the Depositary Units trade at or in excess of 120% of the Conversion Price for a period of 20 consecutive business days or for any 20 business days out of 30 business days at any time after January 1, 2008, the Merger Preferred will automatically convert into Depositary Units on the tenth business day thereafter. In addition to the foregoing, the Merger Preferred will carry a preferred dividend at a rate of 5% per annum computed on the liquidation value of the preferred and the dividend will be paid semi-annually on July 15 and January 15 each year and at redemption. 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. Very truly yours, AMERICAN REAL ESTATE PARTNERS, L.P. By: American Property Investors Inc., its general partner By: /s/ Carl C. Icahn ----------------- Carl C. Icahn, Chairman of the Board [Letter to Reckson re acquisition proposal] EXHIBIT A MEMORANDUM OF TERMS OF NEW CONVERTIBLE PREFERRED UNITS OF AMERICAN REAL ESTATE PARTNERS, L.P. This Memorandum of Terms summarizes the principal terms of a new series of preferred units, par value $0.01 per unit, of American Real Estate Partners, L.P. (the "Company"), to be referred to herein as "New Convertible Preferred Units". I. TERMS OF NEW PREFERRED UNITS Issuer: American Real Estate Partners, L.P., a Delaware limited partnership. Security: New Convertible Preferred Units, par value $0.01 per unit (the "New Preferred Units"). Ranking: The New Preferred Units will, with respect to dividend rights and liquidation rights, winding-up and dissolution, rank senior to each other class of equity securities currently outstanding or established hereafter by the Company. Liquidation:Preference The aggregate liquidation preference at any date of the New Preferred Units shall be determined by multiplying the liquidation preference per Unit by the number of outstanding New Preferred Units. On the date of issuance the aggregate liquidation preference of all New Preferred Units will be $3.3 billion plus dividend arrearages (the "Liquidation Preference"). Dividends: The New Preferred Units shall accrue cumulative dividends at the rate of 5% per annum payable in cash, semi-annually, on January 15 and July 15 of each year. To the extent the Company fails to make any dividend payment when due and payable, the dividend rate shall increase to 7% per annum until such failure to make the dividend payment is cured. Conversion: Upon the issuance date, at the option of the holder of New Preferred Units, the New Preferred Units shall be convertible into the number of the Company's depositary units (the "Depositary Units") equal to the Liquidation Preference divided by the Conversion Price (as defined below). Upon any voluntary conversion, there shall be no credit given for dividends not yet declared, other than those in arrears. "Conversion Price" means $104.50, subject to adjustment for anti-dilution protection. Mandatory Conversion: At any time following January 1, 2008, all of the New Preferred Units will be automatically converted to Depositary Units on the 10th business day after the market price of the Depositary Units exceeds 120% of the Conversion Price for at least 20 consecutive business days or for any 20 out of 30 consecutive business days. Redemption: On December 31, 2018, the Company shall redeem all of the units of New Preferred Units at a price per unit equal to the Liquidation Preference plus an amount computed at the dividend rate from the prior payment date to the date of redemption. Liquidation; Dissolution:Upon any liquidation, dissolution or winding-up of affairs of the Company, whether voluntary or involuntary, the holders of the New Preferred Units will be entitled to receive in preference to the holders of all other equity securities an amount equal to the Liquidation Preference. For the avoidance of doubt, none of the sale, conveyance, exchange or transfer (for cash, units, securities or other consideration) of all or substantially all of the property or assets of the Company, nor the consolidation or merger of the Company with or into one or more entities shall be deemed to be a liquidation, dissolution or winding-up of the affairs of the Company. Anti-Dilution Protection: The principal anti-dilution adjustments to the Conversion Price will be for: (i) changes in equity such as paying a dividend on Depositary Units in excess of its current dividend of $0.40 per annum or making a distribution on Depositary Units consisting of additional units, subdividing or combining outstanding units, and issuing, in a reclassification of the units or other securities of the Company; (ii) distributions to all equity holders of evidences of indebtedness, units of another class of its equity, cash or other property of any nature, or any options, warrants or other right to subscribe for or purchase any of the foregoing; (iii) distributions to all equity holders of securities, cash or other property as a result of reorganization, reclassification, consolidation, merger, sale or other organic changes; and (iv) below market equity issuances. Voting Rights:Immediately following the original issuance date of the New Preferred Units the holders of the New Preferred Units shall have one vote for each unit of New Preferred Units and may vote together with the Depositary Units as a single class on all matters on which the Depositary Units have a vote and as required by law. II. REGISTRATION RIGHTS Registration Rights: Security holders of Reckson Associates Realty Corp. and Reckson Operating Partnership, L.P. (together, "Reckson") will receive registered New Preferred Units. Security holders that are affiliates of Reckson will be provided with (i) continuous re-sale registration rights and (ii) "piggyback" registration rights; in each case, subject to customary black-outs and recommended underwriter cutbacks. Expenses: The Company shall bear all reasonable expenses (exclusive of underwriting discounts and commissions) of piggyback and re-sale registrations (including fees and expenses of one special counsel to all of such affiliated of Reckson whose shares are being registered). -----END PRIVACY-ENHANCED MESSAGE-----