-----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, Rn0xQNVsOUveQqPy8/KDX49MKm5lH6bfqnN+pp6wcIUlNoBvFKMc84kYqTyeU9QM Kfxlt4XQKCWFYjIB9csxgg== 0001005150-02-001383.txt : 20021223 0001005150-02-001383.hdr.sgml : 20021223 20021223171046 ACCESSION NUMBER: 0001005150-02-001383 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20021223 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13762 FILM NUMBER: 02867530 BUSINESS ADDRESS: STREET 1: 225 BROADHOLLOW RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6316946900 MAIL ADDRESS: STREET 1: 225 BROADHOLLOW RD CITY: MELVILLE STATE: NY ZIP: 11747 11-K 1 form11k.txt 401K-PLAN - -------------------------------------------------------------------------------- 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 EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 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 401(K) PLAN B. Name of issuer of the securities held pursuant to 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 SCHEDULE Reckson 401(k) Plan Year Ended December 31, 2001 with Report of Independent Auditors Reckson 401(k) Plan Financial Statements and Supplemental Schedule Year ended December 31, 2001 CONTENTS Report of Independent Auditors............................................ 1 Financial Statements Statement of Net Assets Available for Benefits as of December 31, 2001.... 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2000........................................... 3 Notes to Financial Statements............................................. 4 Supplemental Schedule Schedule H, Line 4(i)--Assets (Held at End of Year)........................ 10 Report of Independent Auditors Plan Administrator Reckson 401(k) Plan Retirement and Benefits Committee We have audited the accompanying statements of net assets available for benefits of Reckson 401(k) Plan as of December 31, 2001 and the related statement of changes in net assets available for benefits for the year 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 audit. We conducted our audit 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 audit provides 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, 2001 and the changes in its net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States. Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2001 is presented for the purpose of additional analysis and is not a required part of the financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP New York, New York June 12, 2002 Reckson 401(k) Plan Statement of Net Assets Available for Benefits December 31, 2001 ASSETS Investments (Note 3) $2,733,020 Receivables: Participant contributions 26,724 Participant loans 84,475 Cash 559,479 ---------- Net assets available for benefits $3,403,698 ========== See accompanying notes. 2 Reckson 401(k) Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2001 Additions: Additions to net assets attributed to: Investment income: Interest and dividends $ 38,220 Participant contributions 1,259,279 ---------- Total additions 1,297,499 ---------- Deductions: Net realized and unrealized depreciation in fair value of investments (Note 3) (704,825) Benefits paid to participants (62,456) ---------- Total deductions (767,281) ---------- Net increase in net assets available for benefits 530,218 Net assets available for benefits: Beginning of the year -- Transfer from prior Plan (Note 1) 2,873,480 ---------- End of year $3,403,698 ========== See accompanying notes. 3 Reckson 401(k) Plan Notes To Financial Statements December 31, 2001 1. DESCRIPTION OF THE PLAN The following description of the Reckson 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 Plan was created on January 1, 2001 for the purpose of providing eligible employees of Reckson Management Group, Inc. (the "Employer") and its related companies (collectively, the "Affiliates") that participate in the Plan (collectively, the "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") 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 year ended December 31, 2001: Reckson Management Group, Inc. Reckson Construction Group, Inc. RANY Management Group, Inc. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Prior to January 1, 2001, eligible employees of the Participating Employers were provided the opportunity to participate in the Reckson Management Group, Inc. 401(k) Plan (the "Prior Plan"). The Prior Plan provided eligible employees with benefits similar to those of the Plan and was terminated during 2001 subject to the provisions of ERISA. On January 1, 2001, all eligible employee accounts of the Participating Employers were transferred to the Plan. 4 Reckson 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 rollover 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, 2001, the Plan offered 13 mutual funds and the Class A common stock of Reckson as investment options for participants. Additional discretionary matching contributions may be contributed at the option of the Participating Employers. Contributions are subject to certain limitations. During the year ended December 31, 2001 the Participating Employers did not make 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 the Plan's administrative expenses, if not paid by the Employer. 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 and earnings thereon. Additionally, a participant vests ratably in employer matching contributions, if any, based on five years of credited service. PARTICIPANT LOANS Participants may borrow from their 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 401(k) Plan Notes To Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) 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. In the event of Plan termination, participants will become 100 percent vested in their accounts. PAYMENT OF BENEFITS On termination of service, 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. 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 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 at December 31, 2001: Growth Fund of America $ 922,359 Reckson Associates Realty Corp.--Class A Common Stock 402,893 INVESCO Balanced Fund 282,520 MFS International New Discovery Fund 330,902 BlackRock Index Equity Fund--Class A 236,302 INVESCO Technology Fund 175,754 During the year ended December 31, 2001, the investments of the Plan appreciated (depreciated) in fair value as follows: BlackRock Money Market Fund $ 14,073 Federated US Government Bond Fund (1,932) INVESCO Balanced Fund (34,052) Scudder Global Discovery Fund (87,904) BlackRock Index Equity Fund (36,855) Growth Fund of America (116,700) American Century International Growth Fund (22,962) Janus Mercury Fund (7,030) Reckson Associates Realty Corp.--Class A Common Stock (20,987) FrontLine Capital Group Common Stock (281,514) MFS International New Discovery Fund 12,894 BlackRock Index Equity Fund--Class A 1,672 INVESCO Growth Fund (44,015) Janus Advisor Capital Fund 515 INVESCO Technology Fund (80,948) MFS Value Fund 925 American Balanced Fund (14) Fidelity Advisor Mid-cap Fund 9 --------- $(704,825) ========= 7 Reckson 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 the Form 5500: DECEMBER 31, 2001 ------------ Net assets available for benefits per the financial statements $3,403,698 Participant contributions receivable (26,724) ------------ Net assets available for benefit per Form 5500 $3,376,974 ============ 5. RELATED PARTY TRANSACTIONS During the year ended December 31, 2001, the Plan received $19,330 in common stock dividends from Reckson. 6. INCOME TAX STATUS The Plan has not received a determination letter from the Internal Revenue Service stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code. However, the Plan Administrator believes that the Plan is qualified and, therefore, the related trust is exempt from taxation. 8 Supplemental Schedule Reckson 401(k) Plan Schedule H, Line 4(i) - Assets (Held at End of Year) December 31, 2001 FAIR MARKET INVESTMENT VALUE - ---------- ---------- Federated U.S. Government Bond Fund $ 119,086 Growth Fund of America 922,359 American Century International Growth Fund 83,906 Reckson Associates Realty Corp.--Class A Common Stock* 402,893 FrontLine Capital Group Common Stock 2,206 INVESCO Balanced Fund 282,520 MFS International New Discovery Fund 330,902 BlackRock Index Equity Fund--Class A 236,302 INVESCO Growth Fund 99,617 Janus Advisor Capital Fund 37,031 INVESCO Technology Fund 175,754 American Balanced Fund 946 Fidelity Advisor Mid-cap Fund 337 MFS Value Fund 39,161 ---------- $2,733,020 ========== Loans to participants at per annum interest rates between 6.0% and 10%. $ 84,475 ========== - ---------- (*) Indicates party-in-interest to the Plan as defined under ERISA. 10 RECKSON 401(K) PLAN Exhibits - -------- 23.0 Consent of Independent Auditors 99.1 Certification of Donald Rechler, Co-Chief Executive Officer of Reckson Associates Realty Corp., pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code 99.2 Certification of Scott H. Rechler, Co-Chief Executive Officer of Reckson Associates Realty Corp., pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code 99.3 Certification of Michael Maturo, Executive Vice President, Treasurer and Chief Financial Officer of Reckson Associates Realty Corp., pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Reckson 401(k) Plan By: Reckson Management Group, Inc., as Plan Administrator Date: December 18, 2002 By: /s/ Michael Maturo ------------------------------- Michael Maturo Executive Vice President, Treasurer and Chief Financial Officer of Reckson Associates Realty Corp. 11 EX-23.0 3 ex23-0.txt EXHIBIT 23.0 EXHIBIT 23.0 RECKSON 401(K) PLAN Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-102163), pertaining to the Reckson 401(k) Plan, of our report dated June 12, 2002, with respect to the financial statements and supplemental schedules of the Reckson 401(k) Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2001. /s/ Ernst & Young LLP -------------------------- New York, New York December 20, 2002 EX-99.1 4 ex99-1.txt EXHIBIT 99.1 RECKSON 401(K) PLAN EXHIBIT 99.1 CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE I, Donald Rechler, Co-Chief Executive Officer of Reckson Associates Realty Corp., certify pursuant to section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: 1) The Annual Report on Form 11-K of the Reckson 401(k) Plan (the "Plan") for the year ended December 31, 2001 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Dated: December 18, 2002 /s/ Donald Rechler ------------------------------------ Donald Rechler, Co-Chief Executive Officer of Reckson Associates Realty Corp. EX-99.2 5 ex99-2.txt EXHIBIT 99.2 RECKSON 401(K) PLAN EXHIBIT 99.2 CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE I, Scott H. Rechler, Co-Chief Executive Officer of Reckson Associates Realty Corp., certify pursuant to section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: 1) The Annual Report on Form 11-K of the Reckson 401(k) Plan (the "Plan") for the year ended December 31, 2001 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Dated: December 18, 2002 /s/ Scott H. Rechler ------------------------------------ Scott H. Rechler, Co-Chief Executive Officer of Reckson Associates Realty Corp. EX-99.3 6 ex99-3.txt EXHIBIT 99.3 RECKSON 401(K) PLAN EXHIBIT 99.3 CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE I, Michael Maturo, Executive Vice President, Treasurer and Chief Financial Officer of Reckson Associates Realty Corp., certify pursuant to section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: 1) The Annual Report on Form 11-K of the Reckson 401(k) Plan (the "Plan") for the year ended December 31, 2001 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Dated: December 18, 2002 /s/ Michael Maturo ------------------------------------ Michael Maturo, Executive Vice President, Treasurer and Chief Financial Officer of Reckson Associates Realty Corp. -----END PRIVACY-ENHANCED MESSAGE-----