-----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, PgmJtjDlB7QoVG/rQ2EBOONjayVc5L03vixGmUh2SX1sMON+GbxbKKMrdLeOdBFe NLXercwUeOPF91Kr0EHpuw== /in/edgar/work/0001005150-00-001602/0001005150-00-001602.txt : 20001120 0001005150-00-001602.hdr.sgml : 20001120 ACCESSION NUMBER: 0001005150-00-001602 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20001117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RECKSON ASSOCIATES REALTY CORP CENTRAL INDEX KEY: 0000930548 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 113233650 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-13762 FILM NUMBER: 772287 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 11-K 1 0001.txt 11-K - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K For Annual Report of Employee Stock Purchase, Savings and Similar Plans Pursuant to Section 15 (d) of the Securities Exchange Act of 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-13762 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: RECKSON MANAGEMENT GROUP, INC. 401(k) PLAN B. Name of issuer of the securities held pursuant of the plan and the address of its principal executive office: RECKSON ASSOCIATES REALTY CORP. 225 BROADHOLLOW ROAD MELVILLE, NEW YORK 11747 (631) 694-6900 - -------------------------------------------------------------------------------- FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Reckson Management Group, Inc. 401(k) Plan Years Ended December 31, 1999, 1998, 1997 (unaudited), and 1996 (unaudited) with Report of Independent Auditors Reckson Management Group, Inc. 401(k) Plan Financial Statements and Supplemental Schedules Years ended December 31, 1999, 1998, 1997 (unaudited), and 1996 (unaudited) CONTENTS Report of Independent Auditors...........................................................................1 Financial Statements Statements of Net Assets Available for Benefits as of December 31, 1999, 1998, 1997 (unaudited), and 1996 (unaudited).....................................2 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1999, 1998, 1997 (unaudited), and 1996 (unaudited).....................................3 Notes to Financial Statements............................................................................4 Supplemental Schedules Assets Held for Investment as of December 31, 1999..................................................................................10 Assets Held for Investment as of December 31, 1998......................................................11 Schedule of Reportable Transactions for the Year Ended December 31, 1998..................................................................................12
Report of Independent Auditors Plan Administrator Reckson Management Group Inc. 401(k) Plan Retirement and Benefits Committee We have audited the accompanying statements of net assets available for benefits of Reckson Management Group, Inc. 401(k) Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits of the 1999 and 1998 financial statements referred to above were performed for the purpose of forming an opinion on those financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1999 and 1998, and reportable transactions for 1998 are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the 1999 and 1998 financial statements and, in our opinion, are fairly stated in all material respects in relation to those financial statements taken as a whole. /s/ Ernst & Young New York, New York June 28, 2000 1 Reckson Management Group, Inc. 401(k) Plan Statements of Net Assets Available for Benefits
DECEMBER 31, 1999 1998 1997 1996 ----------------------------------------------------------------------- (Unaudited) (Unaudited) ASSETS Investments (Note 3) $ 3,386,260 $ 1,139,350 $ 924,988 $ 606,829 Receivables: Participant contributions 46,883 40,602 31,592 4,315 Participant loans 56,527 9,512 26,593 5,445 Cash 235,329 220,727 165,165 123,400 ----------------------------------------------------------------------- Net assets available for benefits $ 3,724,999 $ 1,410,191 $ 1,148,338 $ 739,989 =======================================================================
See accompanying notes. 2 Reckson Management Group, Inc. 401(k) Plan Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31, 1999 1998 1997 1996 ----------------------------------------------------------------------- (Unaudited) (Unaudited) Additions: Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments (Note 3) $ 1,367,327 $ (156,320) $ 58,862 $ 84,351 Interest and dividends 104,241 51,432 76,430 39,501 ----------------------------------------------------------------------- 1,471,568 (104,888) 135,292 123,852 Participant contributions 1,042,157 519,643 298,058 324,003 ----------------------------------------------------------------------- Total additions 2,513,725 414,755 433,350 447,855 ----------------------------------------------------------------------- Deductions: Deductions from net assets attributed to: Benefits paid to participants (198,917) (152,902) (25,001) (20,202) ----------------------------------------------------------------------- Total deductions (198,917) (152,902) (25,001) (20,202) ----------------------------------------------------------------------- Net increase 2,314,808 261,853 408,349 427,653 Net assets available for benefits: Beginning of year 1,410,191 1,148,338 739,989 312,336 ----------------------------------------------------------------------- End of year $ 3,724,999 $ 1,410,191 $ 1,148,338 $ 739,989 =======================================================================
See accompanying notes. 3 Reckson Management Group, Inc. 401(k) Plan Notes To Financial Statements Years ended December 31, 1999, 1998, 1997 (Unaudited) and 1996 (Unaudited) 1. DESCRIPTION OF THE PLAN The following description of the Reckson Management Group, Inc. 401(k) Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. GENERAL The purpose of the Plan is to provide eligible employees of Reckson Management Group, Inc. (the "Employer") and its related companies (known as "Affiliates") that participate in the Plan (collectively, "Participating Employers") with an opportunity to increase their savings on a tax-favored basis. Shares of the Class A common stock of Reckson Associates Realty Corp. ("Reckson") and the common stock of Frontline Capital Group ("FLCG") are among the investment options offered to participants pursuant to the Plan. The Plan is a defined contribution plan sponsored by the Employer covering all eligible full-time employees of the following Participating Employers who have completed six months of service and are age twenty-one or older. The following Participating Employers participated in the Plan during the years ended December 31, 1999 and 1998: Frontline Capital Group Reckson Executive Centers, LLC Reckson Management Group, Inc. Reckson Construction Group, Inc. RANY Management Group, Inc. Reckson Strategic Venture Partners, LLC Additionally, the Plan is subject to the provisions of the Employee Retirement Income Security Act ("ERISA"). FLCG and Reckson Strategic Venture Partners, LLC ceased to be affiliates of the Employer under ERISA, at the time they were spun-off by Reckson, in June, 1998. 4 Reckson Management Group, Inc. 401(k) Plan Notes To Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) CONTRIBUTIONS Each year, participants may contribute up to 15 percent of pretax annual compensation, as defined in the Plan (subject to the limitations of section 401(k) of the Internal Revenue Code). Participants may also contribute amounts representing distributions from other qualified benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. As of December 31, 1999, the Plan offered 17 mutual funds, the Class A common stock of Reckson and the common stock of FLCG as investment options for participants. Additional profit sharing amounts may be contributed at the option of the Participating Employers. Contributions are subject to certain limitations. For the years ended December 31, 1999, 1998, 1997 (unaudited) and 1996 (unaudited), the Participating Employers have not made any contributions to the Plan. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. VESTING Participants are immediately 100% vested in their contributions. Additionally, a participant vests ratably in employer contributions, if any, based on five years of continuous and credited service. PARTICIPANT LOANS Participants may borrow from their fund accounts up to 50 percent of their vested account balance. The loans are secured by the balance in the participant's account and bear interest at the U.S. prime lending rate plus one-half percentage point. 5 Reckson Management Group, Inc. 401(k) Plan Notes To Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) PAYMENT OF BENEFITS On termination of service due to death, disability, or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or receive annual installments. For termination of service for other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. PLAN TERMINATION Although it has not expressed any intent to do so, the Employer has the right under the Plan to terminate the Plan subject to the provisions of ERISA. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Plan are prepared under the accrual basis of accounting. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end. The participant loans are valued at their outstanding balances, which approximate fair value. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that effect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 6 Reckson Management Group, Inc. 401(k) Plan Notes To Financial Statements (continued) 3. INVESTMENTS The following investments represent 5% or more of the Plan's net assets available for benefits:
DECEMBER 31, 1999 1998 1997 1996 -------------------------------------------------------------------- (Unaudited) (Unaudited) Merrill Lynch Capital Fund, Inc. $ * $ 138,761 $ 121,051 $ 76,387 Merrill Lynch Global Allocation Fund 252,979 142,560 83,171 49,065 Merrill Lynch Growth Fund 786,996 428,047 479,482 348,694 Merrill Lynch S&P 500 Index Fund 299,053 * * * Reckson Associates Realty Corp. Class A Common Stock 200,627 287,721 214,735 108,976 Frontline Capital Group Common Stock 1,357,477 * * *
* Investment was less than 5% of the Plan's net assets available for benefits. 7 Reckson Management Group, Inc. 401(k) Plan Notes To Financial Statements (continued) 3. INVESTMENTS (CONTINUED) During the years ending December 31, 1999, 1998, 1997 (unaudited) and 1996 (unaudited), the investments of the Plan appreciated (depreciated) in fair value as follows:
DECEMBER 31, 1999 1998 1997 1996 -------------------------------------------------------------------- (Unaudited) (Unaudited) Merrill Lynch Capital Fund, Inc. $ (13,594) $ (900) $ 8,726 $ 979 Merrill Lynch Corp. Bond Fund/ Invest. Grade (7,309) 425 343 (405) Merrill Lynch Fundamental Growth CI 18,435 772 -- -- Merrill Lynch Global Allocation Fund 17,281 (16,235) (4,297) (469) Merrill Lynch Growth Fund 155,807 (124,673) 26,396 60,805 Merrill Lynch S&P 500 Index Fund 34,090 2,939 -- -- Merrill Lynch Technology Fund 11 -- -- -- Merrill Lynch Global Growth 343 -- -- -- Merrill Lynch Global Technology 6,654 -- -- -- AIM Balanced Fund 57 -- -- -- AIM Blue Chip 333 -- -- -- Alliance Premium 2,083 -- -- -- Alliance Technology 6,514 -- -- -- Reckson Associates Realty Corp. Class A Common Stock (10,740) (39,649) 27,694 23,441 Frontline Capital Group Common Stock 1,157,362 21,001 -- -- -------------------------------------------------------------------- Net appreciation (depreciation) in fair value of investments $ 1,367,327 $ (156,320) $ 58,862 $ 84,351 ====================================================================
8 Reckson Management Group, Inc. 401(k) Plan Notes To Financial Statements (continued) 4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The Form 5500 of the Plan was prepared on a cash basis. The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500:
YEAR ENDED DECEMBER 31, 1999 1998 1997 1996 ----------------------------------------------------------------------- (Unaudited) (Unaudited) Net assets available for benefits per the financial statements $3,724,999 $1,410,191 $1,148,338 $ 739,989 Participant contribution receivables (46,883) (40,602) (31,592) (4,315) ----------------------------------------------------------------------- Net assets available for benefit per Form 5500 $3,678,116 $1,369,589 $1,116,746 $ 735,674 =======================================================================
5. RELATED PARTY TRANSACTIONS During the years ended December 31, 1999, 1998, 1997 (unaudited) and 1996 (unaudited), the Plan received $18,438, $11,487, $10,673 (unaudited) and $2,046 (unaudited) , respectively, in common stock dividends from Reckson. 6. INCOME TAX STATUS The Internal Revenue Service issued an opinion dated June 29, 1993, stating that the written form of the underlying prototype plan document is qualified under Section 401(a) of the Internal Revenue Code (the "Code"), and that any employer adopting this form of the Plan will be considered to have a plan qualified under Section 401(a) of the Code. Therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Sponsor has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status. 9 Supplemental Schedules Reckson Management Group, Inc. 401(k) Plan Schedule H, Line 4(i) - Assets Held for Investment December 31, 1999
FAIR MARKET INVESTMENT VALUE - ----------------------------------------------------------------------------------------------------------- Merrill Lynch Capital Fund, Inc. $ 186,005 Merrill Lynch Corp. Bond Fund/Invest. Grade 95,754 Merrill Lynch Fundamental Growth CI 124,434 Merrill Lynch Global Allocation Fund 252,979 Merrill Lynch Growth Fund 786,996 Merrill Lynch S&P 500 Index Fund 299,053 Reckson Associates Realty Corp. Class A Common Stock 200,627 Frontline Capital Group Common Stock(*) 1,357,477 Merrill Lynch Global Growth 3,900 Merrill Lynch Global Technology 22,884 AIM Balanced Fund 620 AIM Blue Chip 4,579 Alliance Premium 23,284 Alliance Technology 27,668 ------------------- $ 3,386,260 =================== Loans to Participants at Interest Rates between 8.21% and 9.02% $ 56,527 ===================
(*) Indicates party-in-interest to the Plan. Reckson Management Group, Inc. 401(k) Plan Line 27a - Assets Held for Investment December 31, 1998
FAIR MARKET INVESTMENT COST VALUE - ------------------------------------------------------------------------------------------------------------- Merrill Lynch Capital Fund, Inc. $ 141,014 $ 138,761 Merrill Lynch Corp. Bond Fund/Invest. Grade 33,898 34,307 Merrill Lynch Fundamental Growth CI 6,014 6,716 Merrill Lynch Global Allocation Fund 159,672 142,560 Merrill Lynch Growth Fund 543,565 428,047 Merrill Lynch S&P 500 Index Fund 63,680 66,540 Reckson Associates Realty Corp. Class A Common Stock 323,502 287,721 Frontline Capital Group Common Stock(*) 13,805 34,698 ------------------------------------ $ 1,285,150 $ 1,139,350 ==================================== Loans to Participants at Interest Rates between 8.97% and 9.02% $ 9,512 ==================
(*) Indicates party-in-interest to the Plan. Reckson Management Group, Inc. 401(k) Plan Line 27d - Schedule of Reportable Transactions Category (iii) Series of Transactions in excess of 5% of Plan Assets For the year ended December 31, 1998
CURRENT VALUE OF ASSET PURCHASE ON NET DESCRIPTION/UNITS PRICE SALES PRICE COST OF ASSETS TRANSACTION GAIN/LOSS - ------------------------------------------------------------------------------------------------------------------ Purchased units of Merrill Lynch Capital Fund, Inc $ 67,015 $ -- $ 67,015 $ 67,015 $ -- Purchased units of Merrill Lynch Global Allocation Fund 99,641 -- 99,641 99,641 -- Purchased units of Merrill Lynch Growth INV & RET CL B 174,935 -- 174,935 174,935 -- Sold units of Merrill Lynch Growth Growth INV & RET CL B -- 101,697 110,851 101,697 (9,154) Purchased units of Merrill Lynch Retirement Preservation Trust 64,063 -- 64,063 64,063 -- Purchased units of Merrill Lynch S&P 500 Index Fund 64,198 -- 64,198 64,198 -- Purchased shares of Reckson Associates Realty Corp. Class A Common Stock 147,264 -- 147,264 147,264 --
Note: There were no category (i), (ii) or (iv) reportable transactions during the year ended December 31, 1998. Reportable transactions are defined in ERISA section 103(b)(3)(H). RECKSON MANAGEMENT GROUP, INC. 401(k) PLAN Exhibits - -------- 23.0 Consent of Independent Accountants SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other person who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Reckson Management Group, Inc. 401(k) Plan By: Reckson Management Group, Inc., as Plan Administrator Date: June 28, 2000 By: /s/ Michael Maturo -------------------------------------- Michael Maturo Executive Vice President and Chief Financial Officer EX-23.0 2 0002.txt EX-23.0 EXHIBIT 23.0 RECKSON MANAGEMENT GROUP, INC. 401(k) PLAN Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-38814), pertaining to the Reckson Management Group, Inc. 401(k) Plan, of our report dated June 28, 2000, with respect to the financial statements and supplemental schedules of the Reckson Management Group, Inc. 401(k) Plan included in this Annual Report (Form 11-K) for the years ended December 31, 1999 and 1998. /s/ Ernst & Young LLP New York, New York November 15, 2000 -----END PRIVACY-ENHANCED MESSAGE-----