SIDLEY AUSTIN BROWN & WOOD LLP
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WRITER'S DIRECT NUMBER WRITER'S E-MAIL ADDRESS
(212) 839-5632 motoole@sidley.com
February 18, 2005
VIA ELECTRONIC FILING
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Neil Miller
Re: Reckson Associates Realty Corp. S-3
(File Nos. 333-118001 and 333-118001-01)
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Ladies and Gentlemen:
On behalf of Reckson Associates Realty Corp., a Maryland
corporation (the "Company"), we hereby electronically transmit pursuant to
Regulation S-T promulgated by the Securities and Exchange Commission (the
"Commission") Amendment No. 1 to the Registration Statement on Form S-3 (File
No. 333-118001) (including the exhibits thereto) of the Company (the
"Registration Statement") for filing under the Securities Act of 1933, as
amended (the "Securities Act"), which has been marked to indicate changes from
the initial Registration Statement filed with the Commission on August 6, 2004.
Please note that when the initial Registration Statement was
filed, the EDGAR filing inadvertently included the CCC and CIK of Reckson
Operating Partnership, L.P. (the "Operating Partnership") and was therefore
incorrectly filed on behalf of the Operating Partnership (File No.
333-118001-01). Pursuant to a conversation with Jacob Fein-Helfman of EDGAR
technical support, the cover page of the Registration Statement includes a note
indicating that the Registration Statement relates solely to the securities of
the Company. Therefore, Amendment No. 1 to the Registration Statement has been
filed solely by the Company.
SIDLEY AUSTIN BROWN & WOOD LLP IS A DELAWARE LIMITED LIABILITY PARTNERSHIP
PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
February 18, 2005
Page 2
The changes in Amendment No. 1 to the Registration Statement
include those made in response to the comments of the staff of the Commission
(the "Staff") set forth in the Staff's letter dated August 25, 2004 (the
"Comment Letter").
Set forth below in this letter are the Company's responses to
the comments raised in the Comment Letter. For the convenience of the Staff, we
have numbered each of the responses to be consistent with the numbers indicated
in the Comment Letter and reproduced each comment in italics. All references
herein to page numbers and captions correspond to the page numbers and captions
in Amendment No. 1 to the Registration Statement.
Prospectus Coverpage, page 1
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1. Supplementary, please tell us the date the Operating Partnership
units were privately issued to the 1055 Stamford Associates Limited Partnership,
the exemption from registration and the date these units were first redeemable.
Further, please clarify that you are only registering the issuance of common
shares and not resales.
Response: The units were issued to 1055 Stamford Associates Limited
Partnership ("Stamford") on August 7, 2003 in a transaction exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) of the
Securities Act. The Company is solely registering the issuance of common stock
to Stamford upon a tender of units for redemption and is not registering the
resale of shares on common stock by Stamford. Please note, however, that with
Amendment No. 1 to the Registration Statement the Company has amended the filing
and is also registering the resale of up to 982,338 shares of common stock by
certain other selling stockholders named therein.
Incorporation of certain documents by reference, page 14
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2. Please amend your disclosure to incorporate by reference your Form
10-Q for the quarter ended June 30, 2004.
Response: The disclosure has been amended as requested. We have also
updated the disclosure to incorporate by reference the Company's quarterly
report on Form 10-Q for the quarter ended September 30, 2004 and certain Current
Reports on Form 8-K filed subsequent to the filing of the Registration
Statement.
SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK
February 18, 2005
Page 3
In addition to the responses to the Staff's comments described above,
Amendment No. 1 to the Registration Statement includes other changes which are
intended to update the information contained therein.
Please contact the undersigned at (212) 839-5632 or J. Gerard Cummins
at (212) 839-5374 should you require further information or have any questions.
Very truly yours,
/s/ Meaghan M. O'Toole
Meaghan M. O'Toole
cc: Jason M. Barnett, Esq.
Francis Sheehan, Esq.