\ SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 21, 2001
RECKSON ASSOCIATES REALTY CORP.
and
RECKSON OPERATING PARTNERSHIP, L.P.
(Exact name of each Registrant as specified in its Charter)
Reckson Associates Realty Corp. - Maryland Reckson Associates Realty Corp. -
Reckson Operating Partnership, L.P. - Delaware 11-3233650
(State or other jurisdiction of incorporation or Reckson Operating Partnership, L.P. -
organization) 11-3233647
(IRS Employer ID Number)
225 Broadhollow Road
Melville, New York 11747
(Address of principal executive offices) (Zip Code)
1-13762
(Commission File Number)
(631) 694-6900
(Registrant's telephone number, including area code)
Item 5. Other Events.
On December 21, 2001, the New York State Teachers' Retirement System, a
public pension system ("NYSTRS"), purchased from a subsidiary of Reckson
Associates Realty Corp. (the "Company") a 49% indirect interest in the
property located at 919 Third Avenue, New York, New York (the "Property") for
approximately $221 million, representing approximately $98 million of net cash
proceeds to the Company. NYSTRS acquired this joint venture interest based on
a Property valuation of $450 million. The Property is encumbered by a mortgage
with an outstanding principal balance of approximately $249 million.
A subsidiary of the Company will serve as the managing member of the
joint venture, maintaining responsibility for its day-to-day operations. In
addition, a two-member management committee (the "Management Committee") must
unanimously approve certain major decisions, including a sale of the Property,
purchasing any additional property or entering into significant leases. Each
of the Company and NYSTRS has the right to appoint one member to the
Management Committee. Prior to December 21, 2002, neither the Company nor
NYSTRS may transfer its respective joint venture interest to an unaffiliated
third-party without the other member's consent. On or after December 21, 2002,
each of the Company and NYSTRS has the right to transfer its interest subject
to a right of first offer in favor of the non-transferring member. Prior to
April 1, 2005, under certain limited circumstances, each of the Company and
NYSTRS may deliver to the other a buy/sell offer for the other's respective
interest in the Property. From and after April 1, 2005, both the Company and
NYSTRS have the right to deliver a buy/sell offer or recommend a sale of the
Property, with the non-recommending member having the ability to purchase the
other's interest in lieu of such sale.
RANY Management Group, Inc. ("RANY"), a subsidiary of the Company, will
be responsible for the management and leasing of the Property in accordance
with a property management and leasing agreement, pursuant to which RANY will
receive market rate management fees and leasing commissions. In addition, RANY
will be responsible for construction management services for all tenant
improvements and capital improvement projects at the Property for which it
will be entitled to receive market rate fees.
(c) Exhibits
10.1 Amended and Restated Operating Agreement of 919 JV LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Michael Maturo
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Michael Maturo
Executive Vice President
and Chief Financial Officer
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp.,
its General Partner
By: /s/ Michael Maturo
-----------------------------------------
Michael Maturo
Executive Vice President
and Chief Financial Officer
Date: January 8, 2001
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