-----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, D6MmwawcXfqlJWy/oSfGihkjDHSYMO4ui8R7S3FXWJCMYNmbRrigjmwWjR6fB4MX FDpNEhlYaUNqKUSkh3mpAw== 0001104659-06-079093.txt : 20061204 0001104659-06-079093.hdr.sgml : 20061204 20061204113018 ACCESSION NUMBER: 0001104659-06-079093 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061204 DATE AS OF CHANGE: 20061204 GROUP MEMBERS: HARRY MACKLOWE GROUP MEMBERS: ROME ACQUISITION LIMITED PARTNERSHIP GROUP MEMBERS: WH ROME INC. GROUP MEMBERS: WH ROME PARTNERS LLC 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: 061253077 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: Macklowe William S CENTRAL INDEX KEY: 0001382106 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 212 554 5882 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: X1 ZIP: 10153 SC 13D/A 1 a06-24857_2sc13da.htm AMENDMENT

 

 

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)

 

Jason Grebin, Esq.

 

Steven A. Seidman, Esq.

General Counsel

 

Rosalind F. Kruse, Esq.

Macklowe Properties, Inc.

 

Willkie Farr & Gallagher LLP

767 Fifth Avenue

 

787 Seventh Avenue

New York, NY 10153

 

New York, NY 10019

(212) 554-5811

 

(212) 728-8763

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

December 2, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 with the Securities and Exchange Commission (“SEC”) on November 28, 2006 and amended by Amendment No. 1 filed with the SEC on December 1, 2006 (as amended, the “Macklowe Schedule 13D”) by WH Rome Partners LLC (“WH LLC”), a Delaware limited liability company, WH Rome Inc., a New York corporation and the managing member of WH LLC, and Harry Macklowe and William S. Macklowe, each a citizen of the United States of America (collectively, the “Macklowe Reporting Persons”).  The defined terms used and not defined herein shall have the meanings assigned to such terms in the Macklowe Schedule 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 2.

Identity and Background

Item 2 of the Macklowe Schedule 13D is hereby amended by adding the following as the final paragraph:

Reporting Persons

As set forth in Item 4 below, Meadow Star and WH LLC and its principals terminated the partnership of Rome on December 3, 2006.

Item 4.

Purpose of Transaction

Item 4 of the Macklowe Schedule 13D is hereby amended by adding the following as the final paragraphs:

Reporting Persons

On December 2, 2006, the Macklowe Reporting Persons were notified by Mack-Cali that Mack-Cali did not intend to contribute its initial capital commitment of $400 million to the capital of Rome (which Mack-Cali had the option of contributing at any time prior to 11:59 p.m. on December 2, 2006), and that Mack-Cali was withdrawing as a limited partner from Rome pursuant to the terms of the Partnership Agreement Amendment.  By reason of the foregoing, to the extent Rome, the Icahn Reporting Persons, the Macklowe Reporting Persons and the Mack-Cali Reporting Persons constituted a “group” within the meaning of Section 13(d)(3) of the Act, the Mack-Cali Reporting Persons terminated their membership in any such “group” on December 2, 2006.

On December 3, 2006, Meadow Star was notified by WH LLC and its principals that WH LLC and its principals did not intend to support a binding offer of $49.00 per share for all of the outstanding shares of the Issuer.  After such notification, Meadow Star and WH LLC and its principals terminated the partnership of Rome on December 3, 2006.  In connection therewith, WH LLC, Harry Macklowe and William S. Macklowe waived any rights they might have against Meadow Star and its affiliates in the event any of Meadow Star and its affiliates should make a bid for the Issuer, which they were considering at $49.00 per share. In addition, Meadow Star and Carl Icahn and WH LLC, Harry Macklowe and William S. Macklowe acknowledged that to the extent the Macklowe Reporting Persons and the Icahn Reporting Persons had been a “group” within the meaning of Rule 13(d)(5) under the Act and the rules and regulations thereunder, such group had been terminated.  By reason of the foregoing, to the extent Rome, the Icahn Reporting Persons and the Macklowe Reporting Persons constituted a “group” within the meaning of Section 13(d)(3) of the Act, the Macklowe Reporting Persons terminated their membership in any such “group” on December 3, 2006.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Macklowe Schedule 13D is hereby amended by adding the following as the final paragraph:

 

2




 

Reporting Persons

The information added to Item 4 by this Amendment is incorporated by reference in its entirety into this Item 5.  By reason of the foregoing, the Macklowe Reporting Persons should no longer be deemed to be a member of any “group” with Rome, the Icahn Reporting Persons and/or the Mack-Cali Reporting Persons within the meaning of Section 13(d)(3) of the Act.  As such, the Macklowe Reporting Persons should no longer be deemed to belong to any “group” beneficially owning greater than 5% of the Issuer’s outstanding Shares and are hereby reporting beneficial ownership of less than 5% of the Issuer’s outstanding Shares.

 

 

Item 7.

Material to Be Filed as Exhibits

Item 7 of the Macklowe Schedule 13D is hereby amended by adding a new Exhibit 1 as set forth below:

 

1              Joint Filing Agreement

 

3




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

 

 

 

 

 

 

 

WH ROME PARTNERS LLC

 

 

 

 

By:

WH Rome Inc.

 

 

 

Managing Member

 

 

 

 

 

By:

 /s/ Harry Macklowe

 

 

 

 

Name: Harry Macklowe

 

 

 

Title: President

 

 

 

 

WH ROME INC.

 

 

 

 

By:

 /s/ Harry Macklowe

 

 

 

 

Name: Harry Macklowe

 

 

 

Title: President

 

 

 

/s/ Harry Macklowe

 

 

HARRY MACKLOWE

 

 

 

/s/ William S. Macklowe

 

 

WILLIAM S. MACKLOWE

 

 

 

[Signature Page of Amendment No. 2 to Schedule 13D – Reckson Associates Realty Corp.]

4



EX-1 2 a06-24857_2ex1.htm EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Reckson Associates Realty Corp. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.  In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of the 4th day of December, 2006.

WH ROME PARTNERS LLC

 

 

 

 

By:

WH Rome Inc.

 

 

 

Managing Member

 

 

 

 

 

By:

 /s/ Harry Macklowe

 

 

 

 

Name: Harry Macklowe

 

 

 

Title: President

 

 

 

 

WH ROME INC.

 

 

 

 

By:

 /s/ Harry Macklowe

 

 

 

 

Name: Harry Macklowe

 

 

 

Title: President

 

 

 

/s/ Harry Macklowe

 

 

HARRY MACKLOWE

 

 

 

/s/ William S. Macklowe

 

 

WILLIAM S. MACKLOWE

 

 

[Signature Page to Joint Filing Agreement to Schedule 13D – Reckson Associates Realty Corp.]



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