-----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, DMMnhMxnh5r2dOHyrYWmu4UO6KDmwik2BsPKoOBdrLTlpHxwJZqxogiXI/KNGsxF W0sF7h2rnwtVq1LPnZjQFw== 0000898822-06-001408.txt : 20061201 0000898822-06-001408.hdr.sgml : 20061201 20061201170058 ACCESSION NUMBER: 0000898822-06-001408 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061201 DATE AS OF CHANGE: 20061201 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13762 FILM NUMBER: 061251920 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: 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: 425 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 425 1 form8k.htm form8k.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
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):  December 1, 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 of    (Commission File    (IRS Employer Identification 
incorporation)    Number)    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: 
 
[x]    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 December 1, 2006, Reckson Associates Realty Corp. (“Reckson”) issued a press release with regards to Rome Acquisition Limited Partnership’s proposal to acquire Reckson. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits 
Exhibit No.                                              Description 
99.1    Press Release, dated December 1, 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: December 1, 2006

                                       EXHIBIT INDEX 
Exhibit                                              Description 
Number     
99.1    Press Release, dated December 1, 2006 

EX-99.1 2 pressrelease.htm pressrelease.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

EXHIBIT 99.1

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 Calls On Rome To Provide Definitive Information On Its Acquisition Proposal

(UNIONDALE, NEW YORK, December 1, 2006) – Reckson Associates Realty Corp. (NYSE: RA) today called on Rome Acquisition Limited Partnership, a partnership formed by entities affiliated with Carl C. Icahn and Harry Macklowe and which was recently joined by Mack-Cali Realty Corporation, to provide definitive financial, legal, and structural information regarding its proposal to acquire Reckson..

     Reckson noted that it has still not received any documentation from Rome with respect to its debt financing arrangements. Reckson has requested that Rome provide it with a detailed briefing as to Rome¡¯s debt financing including the status of Rome¡¯s discussions with potential lending institutions as well as the current drafts of commitment letters or executed commitments from Rome¡¯s lenders. Reckson has scheduled a meeting of its board of directors tonight to review any information provided by Rome.

     With respect to the status of Mack-Cali¡¯s participation in the Rome partnership, Reckson noted that the Rome partnership agreement provides for a $400 million irrevocable commitment from Mack-Cali unless Mack-Cali exercises a withdrawal option which expires at 11:59 p.m. tomorrow night. Reckson has informed Rome and Mack-Cali that it expects to be notified promptly following the expiration of that deadline whether or not Mack-Cali is still a member of the Rome partnership.

     With respect to the overall status of the Rome proposal, Reckson noted that Rome has indicated that it required 10 business days of due diligence which period expires today. Reckson has scheduled a meeting of its board of directors for Sunday evening, December 3, to review the status of the Rome proposal and has requested that Rome provide the Reckson Board with a final commitment on price and terms, as well as resolution of all outstanding financial, legal and structural issues pertaining to the Rome proposal, in advance of that meeting.

     Reckson cautioned that to date, Rome has not made a firm proposal to acquire Reckson and no assurances can be provided that a firm proposal will be forthcoming 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.

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