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: August 6, 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
Reckson Operating Partnership, L.P. - Delaware Corp. - 11-3233650
(STATE OR OTHER JURISDICTION OF INCORPORATION Reckson Operating Partnership,
OR ORGANIZATION) L.P. - 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 5. OTHER EVENTS
Reckson Associates Realty Corp. (the "Company" or "Reckson") has
entered into a Contribution and Exchange Agreement with respect to the
disposition of Reckson Morris Industrial Trust ("RMI") and certain other
assets to American Real Investment Corporation ("REA"). The Company has also
entered into an agreement with Matrix Development Group ("Matrix") relating to
the disposition of certain industrial land holdings and a mortgage note. The
combined total sale price is approximately $310 million (approximately $42
million of which is payable to the Morris Companies and certain affiliates
thereof) and will consist of a combination of cash, convertible preferred and
common stock of REA, preferred units of REA's operating partnership, relief of
debt and a purchase money mortgage note secured by certain land that is being
sold to Matrix.
The Company will receive registration rights with respect to the
securities of REA that it receives in the transaction. The Contribution and
Exchange Agreement requires REA to submit to its stockholders a proposal to
approve (i) the convertibility of the preferred securities into common stock
in excess of 20% of REA's common stock and (ii) the nomination of a
representative of the Company to the Board of Directors of REA. REA has agreed
to deliver voting agreements of certain stockholders with respect to the
approval of such proposals.
The assets being disposed of consist of 28 "big box" industrial
properties, comprising 6.1 million square feet, 276 acres of land and options
to acquire 469 acres of land. Proceeds from the sale consist of $200.6 million
in cash, $82 million in convertible preferred stock of REA ($40 million to
Reckson), $1.5 million in REA common stock, $16.4 million in assumed debt and
a $9.5 million purchase money mortgage note secured by certain land that is
being sold to Matrix.
The closing will take place in three stages. The first stage,
relating to approximately $200 million of the assets, is anticipated to be
completed in September of 1999, with the second and third stages expected to
close in December of 1999 and April of 2000, respectively.
ITEM 7. EXHIBITS
(c) EXHIBITS
10.1 Contribution and Exchange Agreement by and between Reckson Morris
Industrial Trust, Reckson Morris Industrial Interim GP, LLC, Reckson
Operating Partnership, L.P., Robert Morris, Joseph D. Morris, Ronald
Schram, Mark M. Bava, The Drew Morris Trust, The Justin Morris Trust,
The Keith Morris Trust, Joseph D. Morris Family Limited Partnership
and Robert Morris Family Limited Partnership, and American Real
Estate Investment L.P. and American Real Estate Corporation.
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/ Scott Rechler
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Scott Rechler
President and Co-Chief Executive Officer
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp.,
its General Partner
By: /s/ Scott Rechler
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Scott Rechler
President and Co-Chief Executive Officer
Date: August 25, 1999