-----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, PPGJb0KHThtnrmNWENrKJDfi1GasbvtZk7M+Ivaf33cCazREOHfluaJdC4qb49b+ M9mKLziR14L0hn5Xx1pz/A== 0000898822-06-001369.txt : 20061127 0000898822-06-001369.hdr.sgml : 20061127 20061127121033 ACCESSION NUMBER: 0000898822-06-001369 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061127 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061127 DATE AS OF CHANGE: 20061127 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13762 FILM NUMBER: 061238810 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 8-K 1 k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): NOVEMBER 26, 2006 RECKSON ASSOCIATES REALTY CORP. AND RECKSON OPERATING PARTNERSHIP, L.P. (Exact Name of Registrant as Specified in its Charter) RECKSON ASSOCIATES REALTY CORP. - RECKSON ASSOCIATES REALTY CORP. - MARYLAND 11-3233650 RECKSON OPERATING PARTNERSHIP, L.P. - RECKSON OPERATING PARTNERSHIP, L.P. - DELAWARE 1-13762 11-3233647 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 625 RECKSON PLAZA UNIONDALE, NEW YORK 11556 (Address of principal executive offices) 516-506-6000 ------------------------------------------------------ (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS. On November 26, 2006, Reckson Associates Realty Corp. ("Reckson") received a letter from Rome Acquisition Limited Partnership ("Rome") confirming Rome's November 16, 2006 proposal to acquire Reckson for $49.00 per share in cash for all of Reckson's outstanding shares, subject to continued due diligence. The letter states that Rome anticipates delivering a definitive binding proposal along with binding commitments from lenders by no later than Monday, December 4, 2006. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On November 27, 2006, Reckson issued a press release confirming the receipt of the letter and announcing the postponement of the date of its special meeting of shareholders to approve its pending merger with SL Green Realty Corp. scheduled for November 28, 2006 to December 6, 2006. Reference is hereby made to the press release, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT NO. DESCRIPTION 99.1 Letter to Reckson Associates Realty Corp., dated November 26, 2006, from Rome Acquisition Limited Partnership 99.2 Press Release, dated November 27, 2006 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. RECKSON ASSOCIATES REALTY CORP. By: /s/ Michael Maturo -------------------------------------- Name: Michael Maturo Title: President, Chief Financial Officer and Treasurer RECKSON OPERATING PARTNERSHIP, L.P. By: Reckson Associates Realty Corp., its General Partner By: /s/ Michael Maturo -------------------------------------- Name: Michael Maturo Title: President, Chief Financial Officer and Treasurer Date: November 27, 2006 EXHIBIT INDEX EXHIBIT DESCRIPTION NUMBER 99.1 Letter to Reckson Associates Realty Corp., dated November 26, 2006, from Rome Acquisition Limited Partnership 99.2 Press Release, dated November 27, 2006 EX-99.1 2 letter.txt Exhibit 99.1 November 26, 2006 PERSONAL AND CONFIDENTIAL Mr. Peter Quick Lead Director, Independent Committee Board of Directors Reckson Associates Realty Corp. 625 Reckson Plaza Uniondale, NY 11556 Dear Mr. Quick: On behalf of Rome Acquisition Limited Partnership ("Rome"), a partnership formed between WH Rome Partners LLC, Harry and William S. Macklowe's entity, and Meadow Star LLC, an entity indirectly wholly-owned by American Real Estate Partners LP, which is 90% owned by Carl C. Icahn, we are pleased to confirm Rome's interest in acquiring 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 superior to the current transaction with SL Green. Subject to satisfactory completion of our due diligence, we are prepared to acquire all the outstanding shares and units of Reckson for $49.00 per share (or unit) in cash. We, our financial and legal advisors, lenders and third party consultants continue to work toward completion of due diligence and anticipate delivering a definitive, binding proposal, in the form of an executed definitive acquisition agreement along with binding commitments from our lenders, by no later than Monday, December 4, 2006. This timing is in accordance with the timeline set forth in our November 15th letter. In that letter, we accounted for the Thanksgiving holiday and requested 10 business days from the commencement of due diligence to complete our work. Our timing does not in any way delay the scheduled closing of the current transaction with SL Green, which by the terms of the SL Green merger agreement cannot close prior to January 2, 2007. Furthermore, and as we indicated in our prior letter, we are willingto sign an agreement substantially in the same form as Reckson's merger agreement with SL Green (with such changes as are customary to reflect that our proposal is all cash), and consequently, it will not contain any financing condition. In anticipation of executing a definitive agreement and closing our proposed transaction with Reckson, we will fund Rome with $1,200,000,000 as of the close of business on Monday, November 27, 2006. This amount of equity, when combined with the debt financing expected to be provided by our lenders, would satisfy all of the funding needed to close our proposed transaction. Also on Monday, Rome will make a filing on Schedule 13D disclosing the terms of our partnership and setting forth information concerning our ownership of shares of Reckson. As of November 24, 2006, Macklowe affiliates and Icahn affiliates owned an aggregate of in excess of 5% of Reckson's outstanding shares, as will be shown on the 13D filing. We continue to be enthusiastic about a transaction with Reckson and believe the terms of our proposal will provide the best way to maximize value for your shareholders. -2- Very truly yours. ROME ACQUISITION LIMITED PARTNERSHIP by: MEADOW STAR LLC as General Partner by: /S/ CARL C. ICAHN ------------------------- Name: Carl C. Icahn Title: Chairman by: WH ROME PARTNERS LLC as General Partner by: WH ROME INC. its Managing Member by:/S/ HARRY MACKLOWE by:/S/ WILLIAM S. MACKLOWE --------------------- -------------------------- Name: Harry Macklowe Name: William S. Macklowe Title: President Title: Vice President [signature page to letter dated November 26, 2006 to Peter Quick re Reckson] EX-99.2 3 pressrelease.txt Exhibit 99.2 PRESS RELEASE RECKSON ASSOCIATES REALTY CORP. SARD VERBINNEN & CO. 625 RECKSON PLAZA (212) 687-8080 (PHONE) UNIONDALE, NY 11556 CONTACT: PAUL CAMINITI (516) 506-6000 (PHONE) DENISE DESCHENES (516) 506-6800 (FACSIMILE) JEFFREY MATHEWS CONTACT: SUSAN MCGUIRE - -------------------------------------------------------------------------------- RECKSON POSTPONES SPECIAL MEETING OF SHAREHOLDERS TO DECEMBER 6, 2006 RECEIVES LETTER FROM ICAHN/MACKLOWE GROUP (UNIONDALE, NEW YORK, NOVEMBER 27, 2006) - RECKSON ASSOCIATES REALTY CORP. (NYSE: RA) today announced that, in coordination with SL Green Realty Corp. (NYSE: SLG), it is postponing the date of its special meeting of stockholders to approve its pending merger with SL Green currently scheduled for November 28, 2006 to December 6, 2006. Reckson confirmed today that it had received a letter from a partnership formed by entities associated with Harry Macklowe and Carl C. Icahn. The letter confirms Messrs. Icahn and Macklowe's proposal for $49 per share in cash for all of Reckson outstanding shares and remains subject to continued due diligence. The letter states that Messrs. Icahn and Macklowe anticipate delivering a definitive binding proposal along with binding commitments from lenders by no later than Monday, December 4, 2006. A copy of the letter will be filed by Reckson with the SEC under a Form 8-K. Reckson cautioned that to date, Messrs. Macklowe and Icahn have not made a binding proposal to acquire Reckson and no assurances can be provided that a binding proposal will be forthcoming in that timeframe or otherwise or that such a proposal, if submitted, would result in a transaction with Reckson at either the price set forth in such proposal or otherwise. Reckson continues to remain subject to a binding merger agreement with SL Green. The Reckson Board, by a vote of its independent directors, has reaffirmed its recommendation of Reckson's pending merger with SL Green. IMPORTANT INFORMATION AND WHERE TO FIND IT Reckson and SL Green have filed a definitive proxy statement/prospectus as part of a registration statement regarding the proposed transaction with the Securities and Exchange Commission (SEC) on October 19, 2006. Investors and security holders are urged to read the proxy statement/prospectus because it contains important information about SL Green and Reckson and the proposed transaction. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus and other documents filed by SL Green and Reckson with the SEC at the SEC's website at WWW.SEC.GOV. The definitive proxy statement/prospectus and other relevant documents may also be obtained free of charge from SL Green or Reckson by directing such request to: SL Green, 420 Lexington Avenue, New York, NY 10170, Attention: Investor Relations, or Reckson, 625 Reckson Plaza, Uniondale, NY 11556, Attention: Investor Relations. Investors and security holders are urged to read the proxy statement, prospectus and other relevant material before making any voting or investment decisions with respect to the merger. ### -----END PRIVACY-ENHANCED MESSAGE-----