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: June 15, 1999
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 Reckson Operating Partnership, L.P. -
incorporation or organization) 11-3233647
(IRS Employer ID Number)
1-13762
(Commission File Number)
225 Broadhollow Road 11747
Melville, New York (Zip Code)
(Address of principal executive offices)
(516) 694-6900
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
On June 15, 1999, a subsidiary of Reckson Associates Realty Corp.
("Reckson") and Reckson Operating Partnership, L.P. ("Reckson OP"), closed on
the acquisition of a first mortgage note secured by 919 Third Avenue in New
York City. The mortgage note was acquired from NBBRE-919 Third Avenue
Associates, L.P. ("NBBRE") for a purchase price of approximately $277.5
million. The mortgage note matured in 1997 and is in default. Pursuant to the
terms of the mortgage note, a foreclosure sale of the mortgage note may not
occur until September 30, 2000 unless a certain type of additional default
occurs. The mortgage note entitles its holder to all of the cash flow of 919
Third Avenue and to substantial approval rights with respect to the operation
of the property. Reckson will pursue obtaining ownership of 919 Third Avenue,
although there can be no assurance as to when or whether Reckson will be able
to obtain ownership. If the current owner files a bankruptcy petition,
Reckson's ability to exercise its rights over the operation of the property,
or to foreclose under the mortgage note, could be delayed or hindered.
The building at 919 Third Avenue is a 42 story, 1.365 million square
foot, class A office building. Currently, the building is approximately 98%
leased. The law firm of Skadden, Arps, Slate, Meagher & Flom ("Skadden Arps")
occupies approximately 705,000 square feet of the building and is scheduled to
vacate its space in April 2000. New leases have been signed with Debevoise and
Plimpton, a law firm (approximately 417,000 square feet), Schulte, Roth &
Zabel, a law firm (approximately 212,000 square feet), and Banque Nationale de
Paris, a bank (approximately 188,000 square feet), effectively eliminating the
vacancy created by the departure of Skadden Arps.
This transaction was financed through a combination of borrowings under
Reckson OP's existing credit facility and the June 2, 1999 private placement
sale by Reckson of 6,000,000 shares of Series B Convertible Cumulative
Preferred Stock, for aggregate proceeds of $150 million (the "Series B
Preferred Stock"). The terms of Reckson OP's credit facility and the Series B
Preferred Stock are described in previous filings made by Reckson and Reckson
OP with the Securities and Exchange Commission (the "Commission").
Item 7. Financial Statements and Exhibits
(a) Financial Statements
Financial statements with respect to the acquisition referred to herein,
including pro forma financial information, were previously filed with the
Commission in a Current Report on Form 8-K filed on or about May 11, 1999.
(c) Exhibits
10.1 Consolidated, Amended and Restated Fee and Leasehold Mortgage Note
10.2 Endorsement to Note dated June 15, 1999
10.3 Agreement of Purchase and Sale, between NBBRE 919 Third Avenue
Associates, L.P., as Seller, and Reckson Operating Partnership, L.P.,
as Purchaser
10.4 Side Letter to the Agreement of Purchase and Sale, between NBBRE 919
Third Avenue Associates, L.P., as Seller, and Reckson Operating
Partnership, L.P., as Purchaser.
99.1 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
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
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Michael Maturo
Executive Vice President
and Chief Financial Officer
Date: June 25, 1999