-----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, PeHPkdvsPNfElsNb7ddsVcMQStHevb6Mx3BosQBP58/wNCgj+ez2caorZHuUXgcQ /Mjj01qbhJPZodZrf8QSxA== 0001005150-03-001089.txt : 20030630 0001005150-03-001089.hdr.sgml : 20030630 20030630152334 ACCESSION NUMBER: 0001005150-03-001089 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030630 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: 03764179 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 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K Annual Report 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, 2002 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, 2002 with Report of Independent Auditors Reckson 401(k) Plan Financial Statements and Supplemental Schedule Year ended December 31, 2002 CONTENTS
Report of Independent Auditors....................................................................... 1 Financial Statements Statements of Net Assets Available for Benefits as of December 31, 2002 and December 31, 2001................................................................................. 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2002 ..................................................................... 3 Notes to Financial Statements........................................................................ 4 Supplemental Schedule Schedule H, Line 4(i)--Assets (Held at End of Year) at December 31, 2002.............................. 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 (the "Plan") as of December 31, 2002 and 2001 and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. 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, 2002 and 2001 and the changes in its net assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States. Our audits were 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) at December 31, 2002 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 audits 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 6, 2003 1 Reckson 401(k) Plan Statements of Net Assets Available for Benefits December 31, --------------------- 2002 2001 ---- ---- ASSETS Investments (Note 3) $2,940,203 $2,733,020 Receivables: Participant contributions 26,216 26,724 Participant loans 151,893 84,475 Cash 624,496 559,479 ---------- ---------- Net assets available for benefits $3,742,808 $3,403,698 ========== ========== See accompanying notes. 2 Reckson 401(k) Plan Statement of Changes in Net Assets Available for Benefits YEAR ENDED DECEMBER 31, 2002 Additions: Additions to net assets attributed to: Interest and dividends $ 56,223 Participant contributions 1,076,365 ----------- Total additions 1,132,588 ----------- Deductions: Net realized and unrealized depreciation in fair value of investments (Note 3) (624,936) Benefits paid to participants (168,542) ----------- Total deductions (793,478) ----------- Net increase in net assets available for benefits 339,110 Net assets available for benefits: Beginning of the year 3,403,698 ----------- End of year $ 3,742,808 =========== See accompanying notes. 3 Reckson 401(k) Plan Notes To Financial Statements December 31, 2002 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 years ended December 31, 2002 and 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 roll over 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, 2002, 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, 2002 the Participating Employers did not contribute 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 generally 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 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, 2002 and 2001: DECEMBER 31, ---------------- 2002 2001 ---- ---- Growth Fund of America $913,412 $922,359 Reckson Associates Realty Corp.-- Class A Common Stock 401,346 402,893 MFS International New Discovery Fund 398,850 330,902 INVESCO Balanced Fund 267,036 282,520 BlackRock Index Equity Fund--Class A 227,643 236,302 Federated U.S. Government Bond Fund 202,510 * INVESCO Technology Fund * 175,754 * Investment was less than 5% of the Plan's net assets available for benefits. During the year ended December 31, 2002, the investments of the Plan appreciated (depreciated) in fair value as follows: BlackRock Money Market Fund $ 7,416 Federated US Government Bond Fund 15,226 INVESCO Balanced Fund (57,977) Growth Fund of America (234,179) American Century International Growth Fund (23,139) Reckson Associates Realty Corp.--Class A Common Stock (44,472) FrontLine Capital Group Common Stock (2,159) MFS International New Discovery Fund (30,462) BlackRock Index Equity Fund--Class A (63,673) INVESCO Growth Fund (54,307) Janus Advisor Capital Fund (6,953) INVESCO Technology Fund (114,625) MFS Value Fund (10,224) American Balanced Fund (1,342) Fidelity Advisor Mid-cap Fund (4,066) --------- Net realized and unrealized depreciation in fair value of investments $(624,936) ========= 7 Reckson 401(k) Plan Notes To Financial Statements (continued) 4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORMS 5500 The Forms 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 Forms 5500: DECEMBER 31, ------------------------- 2002 2001 ----------- ----------- Net assets available for benefits per the financial statements $ 3,742,808 $ 3,403,698 Participant contributions receivable (26,216) (26,724) ----------- ----------- Net assets available for benefit per Form 5500 $ 3,716,592 $ 3,376,974 =========== =========== 5. RELATED PARTY TRANSACTIONS During the years ended December 31, 2002 and 2001, the Plan received $31,078 and $19,330, respectively 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, 2002 Fair Market INVESTMENT Value - ---------- ----- Federated U.S. Government Bond Fund $ 202,510 Growth Fund of America 913,412 American Century International Growth Fund 108,379 Reckson Associates Realty Corp.--Class A Common Stock* 401,346 FrontLine Capital Group Common Stock 20 INVESCO Balanced Fund 267,036 MFS International New Discovery Fund 398,850 BlackRock Index Equity Fund--Class A 227,643 INVESCO Growth Fund 105,048 Janus Advisor Capital Fund 48,542 INVESCO Technology Fund 158,354 American Balanced Fund 12,663 Fidelity Advisor Mid-cap Fund 33,643 MFS Value Fund 62,757 ---------- $2,940,203 ========== Loans to participants at per annum interest rates ranging between 5.5% and 10% $ 151,893 ========== (*) 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: June 24, 2003 By: /s/ Michael Maturo --------------------------------- Michael Maturo Executive Vice President, Treasurer and Chief Financial Officer of Reckson Associates Realty Corp. 11 EX-23 3 ex23.txt 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 6, 2003, with respect to the financial statements and supplemental schedule of the Reckson 401(k) Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2002. /s/ Ernst & Young LLP - --------------------- New York, New York June 24, 2003 EX-99.1 4 ex99-1.txt EXHIBIT 99.1 RECKSON 401(k) PLAN 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, 2002 (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: June 24, 2003 /s/ Donald Rechler ---------------------------------------------- Donald Rechler, Co-Chief Executive Officer of Reckson Associates Realty Corp. A signed original of this written statement required by Section 906 has been provided to Reckson Associates Realty Corp. and will be furnished to the Securities and Exchange Commission or its staff upon request. EX-99.2 5 ex99-2.txt EXHIBIT 99.2 RECKSON 401(k) PLAN 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, 2002 (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: June 24, 2003 /s/ Scott H. Rechler ----------------------------------------------- Scott H. Rechler, Co-Chief Executive Officer of Reckson Associates Realty Corp. A signed original of this written statement required by Section 906 has been provided to Reckson Associates Realty Corp. and will be furnished to the Securities and Exchange Commission or its staff upon request. EX-99.3 6 ex99-3.txt EXHIBIT 99.3 RECKSON 401(k) PLAN 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, 2002 (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: June 24, 2003 /s/ Michael Maturo ------------------------------------------------- Michael Maturo, Executive Vice President, Treasurer and Chief Financial Officer of Reckson Associates Realty Corp. A signed original of this written statement required by Section 906 has been provided to Reckson Associates Realty Corp. and will be furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----