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: March 9, 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 March 9, 2004, Reckson Associates Realty Corp. (the "Company") entered
into an underwriting agreement among the Company, Reckson Operating
Partnership, L.P. and Citigroup Global Markets Inc. (the "Underwriter"), as
such Underwriting Agreement is incorporated by reference into the Terms
Agreement, dated March 9, 2004 (collectively, the "Underwriting Agreement"),
between the Company and the Underwriter, in connection with the public
offering of 5.5 million shares of Class A common stock. Pursuant to the
Underwriting Agreement, the Underwriter has been granted a 30-day
over-allotment option to purchase up to an additional 825,000 shares. The
Underwriter is offering the shares to the public at $27.35 per share.
Net proceeds will be used to repay $100 million of the Company's 7.4%
senior unsecured notes at maturity on March 15, 2004, repay borrowings under
the Company's revolving credit facility and for general corporate purposes.
The closing of the offering of shares is subject to customary closing
conditions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Exhibits
1.1 Underwriting Agreement, dated March 9, 2004, among the
Company, Reckson Operating Partnership,
L.P. and Citigroup Global Markets Inc.
1.2 Terms Agreement, dated March 9, 2004, between the Company
and Citigroup Global Markets Inc.
5 Opinion of Venable LLP as to the legality of the issuance
of the shares of Class A common stock.
23.1 Consent of Solomon and Weinberg LLP.
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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: March 12, 2004
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