-----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, ABnDhK6SZFVdVRgHtdqWSCYYXzXEa8qgXH9Hp35wiGWVuho5w6g31JiuuLRuSgXk qmu8oA9/qZvL1atEeu7tnw== 0000912057-97-008048.txt : 19970310 0000912057-97-008048.hdr.sgml : 19970310 ACCESSION NUMBER: 0000912057-97-008048 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-13213 FILED AS OF DATE: 19970307 EFFECTIVENESS DATE: 19970307 SROS: NYSE 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-22925 FILM NUMBER: 97552211 BUSINESS ADDRESS: STREET 1: 225 BROADHOLLOW RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5166946900 MAIL ADDRESS: STREET 1: 225 BROADHOLLOW RD CITY: MELVILLE STATE: NY ZIP: 11747 S-3MEF 1 FORM S-3 As filed with the Securities and Exchange Commission on March 6, 1997 Registration Statement No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RECKSON ASSOCIATES REALTY CORP. (Exact name of registrant as specified in its charter) Maryland 11-3233650 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 225 Broadhollow Road Melville, NY 11747 (516) 694-6900 (Address and Telephone Number of Principle Executive Offices) Donald J. Rechler Chairman and Chief Executive Officer Reckson Associates Realty Corp. 225 Broadhollow Road Melville, NY 11747 (516) 694-6900 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Douglas A. Sgarro, Esq. Allen Curtis Greer, II, Esq. Brown & Wood LLP Robert E. King, Jr. Esq. One World Trade Center Rogers & Wells New York, NY 10048-0557 200 Park Avenue (212) 839-5300 New York, NY 10166 (212) 878-8000 Approximate date of commencement of proposed sale to public: As soon as practicable after this registration statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than the securities offered only in connection with dividend or interest reinvestment plans, check the following box. [] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering; [x] No. 333-13213. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the same offering. [] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [] CALCULATION OF REGISTRATION FEE
Maximum Amount of Title of Securities Amount to be Maximum Offering Aggregate Registration Being Registered Registered Price Per Share Offering Price Fee Common Stock 746,387 $45.25 $33,774,012 $10,234.55
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The information in the Registration Statement filed by Reckson Associates Realty Corp. with the Securities and Exchange Commission (File No. 333-13213) pursuant to the Securities Act of 1933, as amended, is incorporated by reference into this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Reckson Associates Realty Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Huntington, State of New York, on March 6, 1997. RECKSON ASSOCIATES REALTY CORP. By: /S/ DONALD J. RECHLER Donald J. Rechler, Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Reckson Associates Realty Corp. hereby severally constitute Scott H. Rechler, Mitchell D. Rechler and J. Michael Maturo, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement filed herewith and any and all amendments to said Registration Statement, and generally to do all such things in our names and in our capacities as officers and directors to enable Reckson Associates Realty Corp. to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - ---------------------------------------------------------------------------- /s/ Donald J. Rechler Chairman of the Board, Chief Executive - --------------------------- Officer and Director (Principal Donald J. Rechler Executive Officer) March 6, 1997 /s/ Scott H. Rechler President, Chief Operating - --------------------------- Officer and Director Scott H. Rechler March 6, 1997 /s/ J. Michael Maturo Executive Vice President, - --------------------------- Treasurer and Chief Financial J. Michael Maturo Officer (Principal Financial Officer and Principal Accounting Officer) March 6, 1997 /s/ Roger M. Rechler Vice-Chairman of the Board and - --------------------------- Director March 6, 1997 Roger M. Rechler /s/ Mitchell D. Rechler Executive Vice President and - --------------------------- Director March 6, 1997 Mitchell D. Rechler /s/ Harvey R. Blau Director March 6, 1997 - --------------------------- Harvey R. Blau /s/ Leonard Feinstein Director March 6, 1997 - --------------------------- Leonard Feinstein /s/ Herve A. Kevenides Director March 6, 1997 - --------------------------- Herve A. Kevenides /s/ John V.N. Klein Director March 6, 1997 - --------------------------- John V.N. Klein /s/ Conrad D. Stephenson Director March 6, 1997 - --------------------------- Conrad D. Stephenson EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION - ----------- ----------- 5.1 Opinion of Brown & Wood LLP as to the legality of the Securities being registered. 8.1 Opinion of Brown & Wood LLP as to certain tax matters. 23.1 Consent of Ernst & Young LLP, Independent Accountants. 23.2 Consent of Brown & Wood LLP (included in Exhibit 5.1 hereto). EX-5.1 2 EXHIBIT 5.1 Exhibit 5.1 Brown & Wood LLP One World Trade Center New York, NY 10048 March 6, 1997 Reckson Associates Realty Corp. 225 Broadhollow Road Melville, NY 11747 Re: Legality of Securities to be Registered Under Registration STATEMENT ON FORM S-3 FILED PURSUANT TO RULE 462(B) Ladies and Gentlemen: This opinion is furnished in connection with the registration pursuant to the Securities Act of 1933, as amended (the "Securities Act"), of 746,387 shares of common stock, par value $.01 per share ("Common Stock"), of Reckson Associates Realty Corp., a Maryland corporation (the "Company"), with an aggregate public offering price of $33,774,012. The Common Stock is being registered pursuant to Rule 462(b) (the "462(b) Filing") under the Securities Act and is the subject of a registration statement on Form S-3 (No. 333-13213) (the "Registration Statement"), including the prospectus contained therein (the "Prospectus"), which is incorporated by reference into the 462(b) Filing. The Registration Statement provides that the Common Stock may be offered in amounts, at prices and on terms to be set forth in one or more prospectus supplements (each a "Prospectus Supplement") to the Prospectus contained in the Registration Statement. In connection with rendering this opinion, we have examined the Articles of Incorporation of the Company, the By-laws, as amended, of the Company, such records of the corporate proceedings of the Company as we deemed material; the Registration Statement and the exhibits thereto; and such other certificates, receipts, records and documents as we considered necessary for the purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as certified photostatic or facsimile copies, the authenticity of the originals of such copies and the authenticity of telephonic confirmations of public officials and others. As to facts material to our opinion, we have relied upon certificates or telephonic confirmations of public officials and certificates, documents, statements and other information of the Company or representatives or officers thereof. We are attorneys admitted to practice in the State of New York. We express no opinion concerning the laws of any jurisdictions other than the laws of the United States of America, the State of Maryland and the State of New York. Based upon the foregoing, we are of the opinion that the shares of Common Stock have been duly authorized and, when delivered and paid for in the manner contemplated by the Prospectus, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the 462(b) Filing and to the reference to us with respect to this opinion under the heading "Legal Matters" in the Prospectus which is a part of the Registration Statement. Very truly yours, /s/ Brown & Wood LLP EX-8.1 3 EXHIBIT 8.1 Exhibit 8.1 Brown & Wood LLP One World Trade Center New York, NY 10048-0557 March 6, 1997 Reckson Associates Realty Corp. 225 Broadhollow Road Melville, New York 11747 Ladies and Gentlemen: You have requested our opinion concerning certain federal income tax matters with respect to Reckson Associates Realty Corp. (the "Company") in connection with the Form S-3 Registration Statement of the Company filed by the Company pursuant to Rule 462(b) under the Securities Act of 1933, as amended, relating to 746,387 shares of the Company's common stock, $.01 par value per share with an aggregate public offering price of $33,774,012 (the "Registration Statement"). This opinion is based, in part, upon various assumptions and representations, including representations made by the Company as to factual matters set forth in the Registration Statement, in registration statements on Form S-11 previously filed by the Company with the Securities and Exchange Commission and in a letter delivered to us by the Company today. This opinion is also based upon the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated thereunder and existing administrative and judicial interpretations thereof, all as they exist at the date of this letter. All of the foregoing statutes, regulations and interpretations are subject to change, in some circumstances with retroactive effect. Any changes to the foregoing authorities might result in modifications of our opinions contained herein. Based on the foregoing, we are of the opinion that, commencing with the Company's taxable year ended December 31, 1995, the Company has been organized in conformity with the requirements for qualification as a real estate investment trust (a "REIT") under the Code, and the proposed method of operation of the Company will enable the Company to meet the requirements for qualification and taxation as a REIT. We express no opinion with respect to the transactions described herein and in the Registration Statement other than those expressly set forth herein. Furthermore, the Company's qualification as a REIT will depend upon the Company's meeting, in its actual operations, the applicable asset composition, source of income, shareholder diversification, distribution, recordkeeping and other requirements of the Code and Treasury Regulations necessary for a corporation to qualify as a REIT. We will not review these operations, and no assurance can be given that the actual operations of the Company and its affiliates will meet these requirements or the representations made to us with respect thereto. This opinion is furnished to you solely for your use in connection with the Registration Statement. We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the use of our name in connection with the material discussed therein under the caption "Federal Income Tax Considerations." Very truly yours, /s/ Brown & Wood LLP EX-23.1 4 EXHIBIT 23.1 Exhibit 23.1 Consent of Independent Accountants We consent to the incorporation by reference in this Registration Statement relating to the registration of $33,774,012 in common stock of Reckson Associates Realty Corp. (the "Company") on Form S-3 of our report dated February 22, 1996, with respect to the consolidated financial statements and schedule of the Company for the period June 3, 1995 to December 31 1995 and the combined financial statements of the Reckson Group for the period January 1, 1995 to June 2, 1995 and for the years ended December 31, 1994 and 1993, included in the Company's Annual Report (Form 10-K) for the fiscal year ended December 31, 1995 filed with the Securities and Exchange Commission. We also consent to the incorporation by reference therein of: (i) our report dated February 23, 1996, with respect to the combined statement of revenues and certain expenses of the Westchester Properties for the year ended December 31, 1995, included in the Company's Form 8-K/A filed with the Securities and Exchange Commission on March 27, 1996, (ii) our report dated September 20, 1996 with respect to the combined statement of revenues and certain expenses of the Landmark Square Properties for the year ended December 31, 1995, included in the Company's Form 8-K filed with the Securities and Exchange Commission on October 1, 1996, (iii) our report dated September 16, 1996, with respect to the combined statements of revenues and certain expeneses of the Certain Option Properties for the years ended December 31, 1995, 1994 and 1993, included in the Company's Form 8-K filed with the Securities and Exchange Commission on October 1, 1996, (iv) our report dated February 4, 1997, with respect to the combined statement of revenues and certain expenses of the New Jersey Portfolio for the year ended December 31 1996, included in the Company's Form 8-K filed with the Securities and Exchange Commission on February 19, 1997, (v) our report dated January 16, 1997, with respect to the statement of revenues and certain expenses of the Uniondale Office Property for the year ended December 31, 1996, included in the Company's Form 8-K filed with the Securities and Exchange Commission on February 19, 1997 and (vi) our report dated January 17, 1997, with respect to the combined statement of revenues and certain expenses of the Hauppague Portfolio for the year ended December 31, 1996, included in the Company's Form 8-K filed with the Securities and Exchange Commission on Febuary 19, 1997. We also consent to the reference to our firm under the caption "Experts" in such Registration Statement. /s/ Ernst & Young LLP New York, New York March 6, 1997 -----END PRIVACY-ENHANCED MESSAGE-----