Reckson Operating Partnership 8-K Reckson To Proceed With Special Shareholder Meeting on December 6

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 5, 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 4, 2006, Reckson Associate Realty Corp.'s ("Reckson")
board of directors, by a vote of its independent directors, determined that the
proposal from American Real Estate Partners, L.P. ("AREP") raised significant
financial and legal issues and issued a press release announcing its determination
and its decision to proceed with Reckson's special meeting of shareholders on
December 6, 2006. Reference is hereby made to the press release, attached hereto
as Exhibit 99.1, and incorporated herein by reference. Accordingly, Reckson has
terminated all discussions or negotiations with entities associated with AREP.

Item 9.01	Financial Statements and Exhibits
Exhibit No.	Description
99.1	Press Release, dated December 5, 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 5, 2006

EXHIBIT INDEX

Exhibit	Description
Number
99.1	Press Release, dated December 5, 2006