UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
APRIL 4, 2005
Date of Report (Date of Earliest Event Reported)
RECKSON ASSOCIATES REALTY CORP.
(Exact name of registrant as specified in its charter)
MARYLAND 1-13762 11-3233650
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
225 BROADHOLLOW ROAD
MELVILLE, NY 11747
(Address of principal executive offices, including Zip Code)
(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 registrant 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.
Reckson Associates Realty Corp. ("Reckson" or "Company") and the other
parties to the shareholder derivative actions previously described under "Part
I, Item 3. Legal Proceedings" in Reckson's Annual Report on Form 10-K for the
year ending December 31, 2004, have agreed to settle such actions pursuant to
the Stipulation of Settlement, dated as of March 14, 2005 and executed
subsequent thereto. The proposed settlement includes various changes to
Reckson's corporate governance policies to provide for an Affiliate Transaction
Committee and to require that Reckson's Board of Directors be comprised of at
least two-thirds independent directors (as defined in Reckson's Corporate
Governance Guidelines), as well as certain other concessions. The proposed
settlement is subject to court approval.
On March 28, 2005, an entity ("REP") owned by members of the Rechler family
(excluding Scott Rechler, but including his father, Roger, and brother, Greg)
exercised a Right of First Refusal (which was granted in connection with the
2003 sale of the industrial portfolio by the Company) to acquire a vacant parcel
of land for a purchase price of $2 million. The Company has agreed to provide
REP with the option to defer the closing on the purchase until September 2006,
for a non-refundable deposit of $400,000 and a fee of $10,666 per month for each
month that the closing is deferred. In connection therewith, REP agreed to
settle a dispute concerning an easement on a separate parcel of land owned by
the Company adjacent to one of the properties transferred to REP in the 2003
industrial transaction.
A copy of the Stipulation of Settlement (including the exhibits thereto) is
filed as an exhibit to this Current Report on Form 8-K and is incorporated
herein by reference and the above summary is qualified in its entirety by
reference to the Stipulation of Settlement.
Item 9.01. Financial Statements and Exhibits.
(C) Exhibits. The following exhibits are filed as part of this report:
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99.1 Stipulation of Settlement, dated as of March 14, 2005 and executed
subsequent thereto, including the exhibits thereto.
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 hereunto duly authorized.
Reckson Associates Realty Corp.
By:/s/ Michael Maturo
------------------------
Michael Maturo
Executive Vice President, Treasurer
and Chief Financial Officer
Date: April 4, 2005
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99.1 Stipulation of Settlement, dated as of March 14, 2005 and executed
subsequent thereto, including the exhibits thereto.