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: January 14, 2004
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 organization) Reckson Operating Partnership, L.P. -
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)
Item 5. Other Events and Required FD Disclosure.
On January 14, 2004, Reckson Operating Partnership, L.P. (the
"Operating Partnership"), a subsidiary of Reckson Associates Realty Corp. (the
"Company"), entered into an underwriting agreement with Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc., as representatives of the
several underwriters, in connection with a public offering of $150 million
aggregate principal amount of its 5.15% senior unsecured notes due 2011 (the
"Notes"). Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. are
acting as joint bookrunning managers of the offering. Interest on the Notes is
payable semi-annually on January 15 and July 15, commencing July 15, 2004. The
Notes were priced at 99.735% of par value to yield 5.196%, a spread of 168
basis points above the seven-year Treasury Rate. The Notes mature on January
15, 2011. The net proceeds from the offering of the Notes will be
approximately $148.5 million after deducting the underwriting discount and
other expenses. The Operating Partnership intends to use the net proceeds from
the sale of the Notes for general corporate purposes, including the repayment
of indebtedness under its credit facility.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
1.1 Underwriting Agreement, dated January 14, 2004, among the
Operating Partnership and Citigroup Global Markets Inc. and
J.P. Morgan Securities Inc., as representatives of the several
underwriters.
1.2 Terms Agreement, dated January 14, 2004, among the Operating
Partnership and Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc., as representatives of the several
underwriters.
4.1 Form of 5.15% Notes due 2011 of the Operating Partnership.
4.2 Indenture, dated March 26, 1999, among the Operating
Partnership, the Company and the Bank of New York as trustee.*
5 Opinion of Sidley Austin Brown and Wood LLP as to the legality
of the Notes.
23.1 Consent of Solomon and Weinberg LLP.
-------------------
* Previously filed as an exhibit to the Registrant's registration
statement on Form S-3 (File No. 333-67129).
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: January 21, 2004
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