As filed with the Securities and Exchange Commission on January 25, 2007

Registration No. 333-115997

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933


RECKSON ASSOCIATES REALTY CORP.

and

RECKSON OPERATING PARTNERSHIP, L.P.

(Exact name of Registrant as specified in its governing instruments)

 

Reckson Associates Realty Corp. —

 

c/o SL Green Realty Corp.

 

Reckson Associates Realty Corp. —

Maryland

 

420 Lexington Avenue

 

11-3233650

Reckson Operating Partnership, L.P. —
Delaware

 

New York, New York 10170
(212) 594-2700

 

Reckson Operating Partnership, L.P. —
11-3233647

(State or other jurisdiction of
incorporation or organization)

 

(Address, including zip code,
and telephone number,
including area code, of
registrant’s principal executive
offices)

 

(I.R.S. Employer
Identification No.)

 

Marc Holliday

Chief Executive Officer and President

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

(212) 594-2700

(Name, address, including zip code, and telephone number, including area code, of agent for service)


With copy to:

Larry P. Medvinsky, Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

 

 

 

 




TERMINATION OF REGISTRATION

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-115997), as amended, (the “Registration Statement”) of Reckson Associates Realty Corp. (“Reckson”) and Reckson Operating Partnership, L.P. (“Reckson OP”).

On January 25, 2007 (the “Effective Date”), pursuant to the terms of an Agreement and Plan of Merger, by and among Reckson, Reckson OP, SL Green Realty Corp., Wyoming Acquisition Corp. (“Wyoming”), Wyoming Acquisition GP LLC and Wyoming Acquisition Partnership LP, dated as of August 3, 2006, Reckson merged with and into Wyoming, with Wyoming becoming the surviving corporation (the “Merger”).  On the Effective Date, Wyoming changed its name to Reckson Associates Realty Corp.

In connection with the Merger, all of the securities registered pursuant to this Registration Statement that remain unissued are hereby removed from registration.


 

 




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 25, 2007.

RECKSON ASSOCIATES REALTY CORP. (formerly known as Wyoming Acquisition Corp.) (as successor by merger to Reckson Associates Realty Corp.)

 

 

 

 

By:

/s/ Andrew S. Levine

 

 

Andrew S. Levine
Secretary

 

RECKSON OPERATING PARTNERSHIP, L.P.

 

 

 

By:

Reckson Associates Realty Corp. (formerly known as Wyoming Acquisition Corp.) (as successor by merger to Reckson Associates Realty Corp.)

 

 

 

 

By:

/s/ Andrew S. Levine

 

 

Andrew S. Levine
Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

 

Title

 

Date

 

 

 

 

 

 

 

 

 

 

/s/ Marc Holliday

 

President

 

January 25, 2007

Marc Holliday

 

 

 

 

 

 

 

 

 

/s/ Gregory F. Hughes

 

Treasurer

 

January 25, 2007

Gregory F. Hughes

 

 

 

 

 

 

 

 

 

/s/ Andrew S. Levine

 

Secretary and Director

 

January 25, 2007

Andrew S. Levine