UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 9, 2004
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrants under any of
the following provisions (see General Instruction A.2. below):
|_| 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 9, 2004, the Company entered into an underwriting agreement
among the Company, Reckson Operating Partnership, L.P. and Deutsche Bank
Securities Inc. (the "Underwriter"), as such underwriting agreement is
incorporated by reference into the Terms Agreement, dated December 9, 2004
(collectively, the "Underwriting Agreement"), between the Company and the
Underwriter, in connection with the public offering of 4,500,000 shares of the
Company's common stock. The Underwriter is offering the shares to the public
at $32.96 per share, and expects to deliver the shares to purchasers on or
about December 14, 2004.
The net proceeds from the offering are estimated to be approximately $148
million after deducting the underwriting discount and other expenses. Net
proceeds will be used for the repayment of indebtedness under our revolving
unsecured credit facility or for general corporate purposes, including
potential future acquisitions. The closing of the offering of shares is
subject to customary closing conditions.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
1.1 Underwriting Agreement, dated December 9, 2004, among the Company,
Reckson Operating Partnership, L.P. and Deutsche Bank Securities
Inc.
1.2 Terms Agreement, dated December 9, 2004, between the Company and
Deutsche Bank Securities Inc.
5 Opinion of Venable LLP as to the legality of the issuance of the
shares of common stock.
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/ Scott Rechler
-------------------------------
Scott Rechler
Chief Executive Officer
and President
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp.,
its General Partner
By: /s/ Scott Rechler
-------------------------------
Scott Rechler
Chief Executive Officer
and President
Date: December 14, 2004
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