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: May 28, 2003
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 organization) Reckson Operating Partnership, L.P. -
11-3233647
(IRS Employer ID Number)
225 Broadhollow Road 11747
Melville, New York (Zip Code)
(Address of principal executive offices)
1-13762
(Commission File Number)
(631) 694-6900
(Registrant's telephone number, including area code)
Item 5. Other Events and Required Regulation FD Disclosure
Reckson Associates Realty Corp. (the "Company") is amending certain
provisions of the awards made under the Long Term Incentive Plan ("LTIP") that
it adopted in March 2003.
Donald J. Rechler, Chairman and Co-Chief Executive Officer, and Roger M.
Rechler, Vice Chairman and Executive Vice President, have waived their awards
under the LTIP in their entirety, which together represented 20% of the awards
granted under the LTIP.
In addition, the other awards will be amended in the following respects:
o the amount payable, if any, under the Special Outperformance Award
will be measured based upon an initial price of the Company's Class
A common stock of $22.40 per share, representing the trailing
12-month average closing price prior to the date of grant of the
LTIP awards in lieu of the closing price on the date of grant which
was $18 per share;
o the vesting of the Special Outperformance Award shall occur only if
the Company has achieved on a cumulative and compounded basis during
the four fiscal years completed on the applicable anniversary date,
a total return to holders of Common Equity that (i) is at or above
the 60th percentile of the total return to stockholders achieved by
members of the peer group during the same period and (ii) equals at
least 9% per annum. Such performance relative to the peer group and
9% per annum return for the vesting of the Special Outperformance
Award will be measured based upon an initial price of the Company's
Class A common stock of $22.40 per share, representing the trailing
12-month average closing price prior to the date of grant of the
LTIP awards in lieu of the closing price on the date of grant which
was $18 per share;
o the amount payable, if any, to the recipients under the special
outperformance component of the LTIP will be equal to 10% of the
total shareholder return in excess of a 9% cumulative and compounded
annual total return (the "Special Outperformance Pool") to holders
of the common equity of the Company and Reckson Operating
Partnership, L.P. through the four year anniversary of the date of
grant. The Special Outperformance Pool will apply only up to a total
shareholder return of 15%; and
o in the event of a Change in Control (as defined in the agreement
evidencing each LTIP award ("LTIP Agreement")) wherein the Company
continues in existence as a public company or another public company
is the survivor in a transaction whereby the holders of the
Company's Class A common stock receive common stock of the surviving
company, the LTIP awards will continue in existence and will not
vest unless (i) their employment is terminated or materially
modified or (ii) the performance of the Company or surviving public
company satisfies the
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vesting standards over the four year term of the LTIP award (as
adjusted, if appropriate, to reflect the consideration in the Change
in Control).
The performance of the Company relative to its peer group for both the
Core Award and the Special Outperformance Award is based upon the performance
of the common stock of the following companies:
Arden Realty Group, Inc.
Boston Properties, Inc.
Brandywine Realty Trust
CarrAmerica Realty Corporation
CenterPoint Properties Trust
Cousins Properties Incorporated
Crescent Real Estate Equities, Inc.
Duke Realty Corporation
Equity Office Properties Trust
First Industrial Realty Trust
Highwoods Properties, Inc.
Liberty Property Trust
Mack-Cali Realty Corporation
Prentiss Properties Trust
SL Green Realty Corporation
Vornado Realty Trust
The description of the LTIP contained herein is subject in its entirety
to the terms of each LTIP Agreement.
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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 hereunto 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: May 28, 2003
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