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 (Date of Earliest Event Reported): February 14, 2006
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 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 1.01. Entry into a Material Definitive Agreement.
On February 14, 2006, Reckson Associates Realty Corp. ("Reckson") entered
into agreements with each of Scott H. Rechler, President and Chief Executive
Officer of Reckson, Michael Maturo, Executive Vice President and Chief
Financial Officer of Reckson, and Jason Barnett, Executive Vice President and
General Counsel of Reckson, pursuant to which the terms of such officers'
employment and noncompetition agreements were extended in all respects through
April 30, 2006. A copy of the agreement with Mr. Rechler is filed as Exhibit
10.1 hereto.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Stipulation of Settlement between Reckson et
al. and the other parties to the shareholder derivative actions filed against
Reckson in connection with Reckson's disposition of its Long Island industrial
portfolio, on February 14, 2006, Reckson amended its Amended and Restated
Bylaws (the "Bylaws") to implement certain corporate governance policies, which
policies will remain in effect at least until the first to occur of (i)
February 14, 2009 or (ii) a change in control of Reckson, unless earlier
revoked or amended. The corporate governance policies implemented by the
amendments are as follows:
(i) At least two-thirds of the members of Reckson's Board of Directors
are to consist of independent directors (as determined pursuant to
Reckson's Standards of Independence). However, in the event that a
vacancy occurs on the Board that reduces the number of independent
directors below the two-thirds level, Reckson is not required to
comply with this provision until six months from the date of such
vacancy.
(ii) An Affiliate Transaction Committee, consisting of three or more
independent directors, is established. The duties of the Affiliate
Transaction Committee will include approving or disapproving any
proposed transaction between Reckson (or a subsidiary) and any person
or entity who was an affiliate of Reckson at any time in the
three-year period preceding the date of the proposed transaction, but
only if (a) the value of the consideration to be paid by or to
Reckson (or a subsidiary) pursuant to the transaction equals or
exceeds $10 million or (b) pursuant to the transaction, at least five
percent of Reckson's assets are proposed to be sold, disposed of or
transferred.
Until February 14, 2009, the revocation or amendment of these corporate
governance policies requires (i) a recommendation by two-thirds of the members
of Reckson's Nominating and Governance Committee, (ii) approval by two-thirds
of the independent directors of the Board and (iii) approval by a majority of
Reckson's shareholders, unless a majority of the Board, in good faith and upon
the advice of counsel, determines that one or more of such policies conflicts
with or is substantially redundant of any law, regulation, rule or amendment to
Reckson's Articles of Incorporation approved by its shareholders. The Bylaws
are filed as Exhibit 3.1 hereto.
The corporate governance policies implemented by the amendments to the
Bylaws supplement Reckson's previously-enacted corporate governance
enhancements. These enhancements include: (i) the de-staggering of the Board of
Directors so that Reckson's shareholders can vote on the entire slate of
directors each year; (ii) the establishment of an independent lead director
position; (iii) the mandatory rotation of at least one independent director
every three years; (iv) a requirement that independent directors own a minimum
equity stake in Reckson of $100,000 of common stock; and (v) a requirement that
a substantial portion of directors' compensation be in Reckson equity, which
equity must be held during each director's tenure on the Board.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
3.1 Amended and Restated Bylaws
10.1 Agreement for Extension of Employment and Noncompetition
Agreement, dated as of February 14, 2006, by and between
Reckson and Scott H. Rechler*
- ----------------
* Each of Michael Maturo and Jason Barnett has entered into an Agreement for
Extension of Employment and Noncompetition Agreement, dated as of February
14, 2006, with Reckson. These agreements are identical in all material
respects to the Agreement for Extension of Employment and Noncompetition
Agreement for Scott Rechler filed herewith.
2
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
--------------------------------------------
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: February 21, 2006