UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Reckson Associates Realty Corp.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
75621K106
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 15, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
696,617
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
696,617
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
696,617
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.83%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Hopper Investments LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
696,617
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
696,617
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
696,617
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.83%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
696,617
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
696,617
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.83%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,590,929
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,590,929
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,590,929
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.90%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Icahn Offshore LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,590,929
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,590,929
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,590,929
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.90%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
CCI Offshore Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,590,929
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,590,929
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,590,929
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.90%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Icahn Partners LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,195,544
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,195,544
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,195,544
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.43%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Icahn Onshore LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,195,544
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,195,544
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,195,544
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.43%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
CCI Onshore Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,195,544
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,195,544
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,195,544
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.43%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Starfire Holding Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Buffalo Investors Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Highcrest Investors Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Meadow Star LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Meadow Star Partner LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
AREP Oil & Gas Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
AREP O & G Holdings LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
AREP Oil & Gas Holdings LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
American Real Estate Holdings Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
American Real Estate Partners L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
American Property Investors Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Beckton Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Rome Acquisition Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Please refer to Item 4
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 75621K106
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,483,090
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,483,090
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,483,090
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.16%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Common Stock, $.01 par value
(the "Shares"), of Reckson Associates Realty Corp., a Maryland corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 625
Reckson Plaza, Uniondale, New York 11566.
Item 2. Identity and Background
Icahn Reporting Persons
Icahn Reporting Persons (as hereafter defined) are High River Limited
Partnership, a Delaware limited partnership ("High River"), Hopper Investments
LLC, a Delaware limited liability company ("Hopper"), Barberry Corp., a Delaware
corporation ("Barberry"), Icahn Partners Master Fund LP, a Cayman Islands
exempted limited partnership ("Icahn Master"), Icahn Offshore LP, a Delaware
limited partnership ("Icahn Offshore"), CCI Offshore Corp., a Delaware
corporation ("CCI Offshore"), Icahn Partners LP, a Delaware limited partnership
("Icahn Partners"), Icahn Onshore LP, a Delaware limited partnership ("Icahn
Onshore"), CCI Onshore Corp., a Delaware corporation (" CCI Onshore"), Starfire
Holding Corporation, a Delaware corporation ("Starfire"), Highcrest Investors
Corp., a Delaware corporation ("Highcrest"), Buffalo Investors Corp., a New York
corporation ("Buffalo"), Meadow Star LLC, a Delaware limited liability company
("Meadow Star"), Meadow Star Partner LLC, a Delaware limited liability company
("Meadow Partner"), Beckton Corp., a Delaware corporation ("Beckton"), American
Property Investors Inc., a Delaware corporation ("API"), American Real Estate
Partners, L.P., a Delaware limited partnership ("AREP"), American Real Estate
Holdings Limited Partnership, a Delaware limited partnership ("AREH"), AREP Oil
& Gas Holdings LLC, a Delaware limited liability company (Oil & Gas), AREP O & G
Holdings LLC, a Delaware limited liability company ("O & G"), AREH Oil & Gas
Corp., a Delaware corporation ("Gas Corp.") and Carl C. Icahn, a citizen of the
United States of America (collectively, "Icahn Reporting Persons") and Rome
Acquisition Limited Partnership, a Delaware limited partnership ("Rome"
collectively with the Icahn Reporting Persons, the "Reporting Persons").
The principal business address of each of Starfire, Highcrest, Buffalo,
Meadow Star, Meadow Partner, High River, Hopper, Barberry, Rome, Icahn Offshore,
CCI Offshore, Icahn Partners, Icahn Onshore, CCI Onshore, Beckton, API, AREP,
AREH, Oil & Gas, O & G and Gas Corp. is White Plains Plaza, 445 Hamilton Avenue
- Suite 1210, White Plains, NY 10601. The principal business address of Icahn
Master is c/o Walkers SPV Limited, P.O. Box 908GT, 87 Mary Street, George Town,
Grand Cayman, Cayman Islands. The principal business address of Carl C. Icahn is
c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York
10153.
Effective as of November 24, 2006, Highcrest and Meadow Partner transferred
their respective limited liability company interests in Meadow Star to Gas Corp.
and O & G. (the "Transfer"). Prior to the Transfer, neither Gas Corp. or O & G
nor any of Beckton, API, AREP, AREH and Oil & Gas were Icahn Reporting Persons
hereunder. Following the Transfer, neither Highcrest or Meadow Partner nor
Starfire or Buffalo will be Icahn Reporting Persons hereunder.
Buffalo is 100% owned by Starfire. Highcrest is 99.34% owned by Buffalo.
Meadow Partner and Highcrest prior to the Transfer were the only members of
Meadow Star. Following the Transfer, Gas Corp. and O & G are the only members of
Meadow Star. Barberry is the sole member of Hopper, which is the general partner
of High River. CCI Offshore is the general partner of Icahn Offshore, which is
the general partner of Icahn Master. CCI Onshore is the general partner of Icahn
Onshore, which is the general partner of Icahn Partners. Beckton is the sole
shareholder of API. API is the general partner of both AREH and AREP, and AREP
is a limited partner of AREH owning a 99 percent limited partnership interest
therein. AREH is the sole member of Oil & Gas and the sole shareholder of Gas
Corp. Oil and Gas is the sole member of O & G.
Each of Barberry, Starfire, Meadow Partner, CCI Offshore, CCI Onshore and
Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a
position indirectly to determine the investment and voting decisions made by
each of Icahn Reporting Persons.
Rome was formed by Meadow Star and WH Rome Partners LLC ("WP Rome"), an
entity affiliated with Macklowe Properties ("Macklowe Reporting Persons") on
November 15, 2006 for the purpose of acquiring the Issuer and its subsidiaries.
Each of High River and Barberry is primarily engaged in the business of
investing in securities. Hopper is primarily engaged in the business of acting
as the general partner of High River. Prior to the Transfer, Meadow Partner was
primarily engaged in the business of being a member of Meadow Star. Meadow Star
is primarily engaged in the business of acting as a general partner and a
limited partner of Rome. Each of Icahn Master and Icahn Partners is primarily
engaged in the business of investing in securities. Icahn Offshore and Icahn
Onshore are primarily engaged in the business of serving as the general partner
of Icahn Master and Icahn Partners, respectively. CCI Offshore and CCI Onshore
are primarily engaged in the business of serving as the general partner of Icahn
Offshore and Icahn Onshore, respectively.
AREP is a limited partnership primarily engaged in hotel, casino and resort
operations, textiles, land, house and condominium development. AREP's business
is conducted through a subsidiary limited partnership, AREH, in which AREP owns
a 99% limited partnership interest. API is primarily engaged in the business of
acting as the general partner for AREH and AREP. Beckton is primarily engaged in
the business of wholly owning API.
Oil & Gas is primarily engaged in the business of acting as the sole member
of O & G. O & G is primarily engaged in the business of acting as a member of
Meadow Star. Gas Corp. is primarily engaged in the business of acting as a
member of Meadow Star.
Carl C. Icahn's present principal occupation or employment is (i) owning
all of the interest in CCI Onshore and CCI Offshore, through which Mr. Icahn
indirectly directs and manages the investments of Icahn Master and Icahn
Partners and (ii) acting as President and a director of Starfire, and as the
Chairman of the Board and a director of various of Starfire's subsidiaries. Each
of Starfire, Buffalo and Highcrest is primarily engaged in the business of
investing in and holding securities of various entities.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of Reporting Persons are
set forth in Schedule A attached hereto.
None of the Icahn Reporting Persons nor any manager or executive officer of
Rome who are affiliates with the Icahn Reporting Persons, has, during the past
five years, (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (b) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting, or mandating activities subject
to, Federal or State securities laws or a finding of any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 3,483,090 Shares purchased by High
River, Icahn Master and Icahn Partners, collectively, was $154,963,384.31
(including commissions). The source of funding for the purchase of these Shares
was the general working capital of the respective purchasers. The Shares are
held by Icahn Reporting Persons in margin accounts. Such margin accounts may
from time to time have debit balances. Since other securities are held in such
margin accounts, it is not possible to determine the amounts, if any, of margin
used with respect to the purchase of the Shares.
Item 4. Purpose of Transaction
Icahn Reporting Persons acquired their positions in the Shares in the
belief that the then existing merger agreement between the Issuer and SL Green
Realty Corp. undervalued the Issuer and its assets. At approximately the same
time, Mr. Icahn was approached by Harry Macklowe who suggested that it could be
profitable for Icahn Entities and Macklowe entities to bid for the Issuer and
its assets. After a series of discussions, On November 15, 2006, Meadow Star and
WP Rome entered into an agreement of limited partnership of Rome (the
"Partnership Agreement"). The Partnership Agreement gives the Icahn entities, in
this case AREP or its subsidiaries, the option to manage the Reckson Properties
if they are acquired by the Partnership. A copy of the Partnership Agreement is
filed herewith as an exhibit and incorporated herein by reference.
On November 15, 2006, Rome made a proposal to the Issuer set forth in the
letter (the "Letter") attached hereto as an exhibit and incorporated herein by
reference.
On November 16, 2006, representatives of Rome had discussions with
representatives of the Issuer regarding a potential transaction between Rome and
Issuer. Prior to such discussions a customary confidentiality agreement was
executed.
On November 17, 2006, representatives of the Issuer contacted
representatives of the Reporting Persons to inform them that they had been
granted due diligence, which diligence process is ongoing at this time. At the
same time, representatives of Issuer informed Rome that Issuer had determine to
postpone its scheduled meeting of stockholders of Issuer until November 28,
2006. During the period from November 17th to date, certain financial
institutions who are considering whether to provide debt financing in support of
the Rome bid are also doing diligence. In addition, Rome was approached by a
third party not affiliated with any of the partners of Rome with a view toward
becoming a member of Rome, but at this time no agreements or understandings have
been reached by the partners of Rome and such third party concerning its
admission to the Rome partnership. It is not known whether such third party is
the beneficial owner of any shares of Issuer.
On November 26, 2006, Rome sent a letter (the "Letter") to the Issuer
confirming its interest in acquiring all of the outstanding shares (and common
units) of the Issuer (and Reckson Operating Partnership, L.P.) for $49.00 per
share (or common unit) in cash (the "Proposal"), subject to satisfactory
completion of due diligence. The Letter is attached hereto as an exhibit and
incorporated herein by reference. The Letter indicates that Rome would be
willing to sign an agreement substantially in the same form as the Issuer's
merger agreement with SL Green Realty Corp. (with such changes as are customary
to reflect that the Proposal is all cash). The merger agreement would
consequently not contain any financing condition. The Letter states that Rome
anticipates delivering its definitive, binding proposal, in the form of an
executed definitive acquisition agreement, along with binding commitments from
its lenders, by no later than Monday, December 4, 2006, in accordance with the
timeline set forth in its November 15th letter to the Issuer. The Letter
indicates that the partners of Rome will fund Rome with $1,200,000,000 as of the
close of business on Monday, November 27, 2006.
On November 27, 2006, Meadow Star deposited 600 million dollars in the Rome
account at Bear Stearns in accordance with the terms of the Rome Partnership
Agreement.
On November 27, 2006, the Issuer announced the postponement of its
shareholders meeting to December 6, 2006.
We were advised by the Macklowe Reporting Persons that certain of the
Macklowe Reporting Persons had the following discussions with the Issuer:
1. In mid-October 2006, Harry and William S. Macklowe mentioned to Lewis S.
Ranieri, a member of the board of directors of the Issuer, that they were
disappointed they had not gotten a chance to conduct due diligence on Reckson's
assets and that they likely would have been interested in bidding for them. Mr.
Ranieri replied that he would have Scott Rechler, the Chief Executive Officer
and Chairman of the Board of the Issuer, get back to them. Mr. Rechler did not
contact Harry and William S. Macklowe.
2. On November 16, 2006, Craig Wasserman of Wachtell, Lipton, Rosen & Katz,
counsel to the Issuer, and Mr. Ranieri called Harry Macklowe and informed him
that based on the bid price in the November 15 letter, the Issuer would be
willing to grant Rome due diligence access.
The Proposal, or any amendment thereof, could result in one or more of the
actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the
acquisition or disposition of additional securities of the Issuer, a merger or
other extraordinary transaction involving the Issuer, a change to the present
board of directors of the Issuer, a change to the present capitalization or
dividend policy of the Issuer, and the delisting of the Issuer's securities from
the New York Stock Exchange.
Reporting Persons may, from time to time and at any time, acquire
additional Shares in the open market or otherwise and reserve the right to
dispose of any or all of their Shares in the open market or otherwise, at any
time and from time to time.
Item 5. Interest in Securities of the Issuer
Icahn Reporting Persons
(a) Icahn Reporting Persons are deemed to beneficially own, in the
aggregate, 3,483,090 Shares, representing approximately 4.16% of the
Issuer's outstanding Shares (based upon the 83,762,635 Shares stated
to be outstanding as of September 30, 2006 by the Issuer in the Form
10-Q filed on November 13, 2006).
(b) High River has sole voting power and sole dispositive power with
regard to 696,617 Shares. Each of Hopper, Barberry and Carl C. Icahn
has shared voting power and shared dispositive power with regard to
such Shares. Each of Barberry and Carl C. Icahn has shared voting
power and shared dispositive power with regard to such Shares. Icahn
Master has sole voting power and sole dispositive power with regard to
1,590,929 Shares. Each of Icahn Offshore, CCI Offshore and Carl C.
Icahn has shared voting power and shared dispositive power with regard
to such Shares. Icahn Partners has sole voting power and sole
dispositive power with regard to 1,195,544 Shares. Each of Icahn
Onshore, CCI Onshore and Carl C. Icahn has shared voting power and
shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their
relationships to High River (as disclosed in Item 2), are deemed to
beneficially own (as that term is defined in Rule 13d-3 under the Act)
the Shares which High River owns. Each of Hopper, Barberry and Mr.
Icahn disclaims beneficial ownership of such Shares for all other
purposes. Each of Icahn Offshore, CCI Offshore and Mr. Icahn, by
virtue of their relationships to Icahn Master (as disclosed in Item
2), are deemed to beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn
Offshore, CCI Offshore and Mr. Icahn disclaims beneficial ownership of
such Shares for all other purposes. Each of Icahn Onshore, CCI Onshore
and Mr. Icahn, by virtue of their relationships to Icahn Partners (as
disclosed in Item 2), are deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Act) the Shares which Icahn Partners
owns. Each of Icahn Onshore, CCI Onshore and Mr. Icahn disclaims
beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of Icahn Reporting
Persons. Except as otherwise indicated, all transactions were effected
in the open market, and the table includes commissions paid in per
share prices.
NAME DATE SHARES PURCHASED (SOLD) PRICE PER SHARE
---- ---- ----------------------- ---------------
High River 11/6/2006 41,680 43.6965
------------------ -------------- ----------------------------------------------
High River 11/7/2006 20,000 43.5199
------------------ -------------- ----------------------------------------------
High River 11/8/2006 13,860 43.5540
------------------ -------------- ----------------------------------------------
High River 11/9/2006 32,803 43.8692
------------------ -------------- ----------------------------------------------
High River 11/10/2006 80,000 43.9896
------------------ -------------- ----------------------------------------------
High River 11/13/2006 63,320 44.2730
------------------ -------------- ----------------------------------------------
High River 11/14/2006 137,814 44.5963
------------------ -------------- ----------------------------------------------
High River 11/15/2006 267,140 44.8781
------------------ -------------- ----------------------------------------------
High River 11/15/2006 40,000 45.0250
------------------ -------------- ----------------------------------------------
Icahn Partners 11/6/2006 71,532 43.6965
------------------ -------------- ----------------------------------------------
Icahn Partners 11/7/2006 34,324 43.5199
------------------ -------------- ----------------------------------------------
Icahn Partners 11/8/2006 23,787 43.5540
------------------ -------------- ----------------------------------------------
Icahn Partners 11/9/2006 56,297 43.8692
------------------ -------------- ----------------------------------------------
Icahn Partners 11/10/2006 137,297 43.9896
------------------ -------------- ----------------------------------------------
Icahn Partners 11/13/2006 108,670 44.2730
------------------ -------------- ----------------------------------------------
Icahn Partners 11/14/2006 236,520 44.5963
------------------ -------------- ----------------------------------------------
Icahn Partners 11/15/2006 68,648 45.0250
------------------ -------------- ----------------------------------------------
Icahn Partners 11/15/2006 458,469 44.8781
------------------ -------------- ----------------------------------------------
Icahn Master 11/6/2006 95,188 43.6965
------------------ -------------- ----------------------------------------------
Icahn Master 11/7/2006 45,676 43.5199
------------------ -------------- ----------------------------------------------
Icahn Master 11/8/2006 31,653 43.5540
------------------ -------------- ----------------------------------------------
Icahn Master 11/9/2006 74,916 43.8692
------------------ -------------- ----------------------------------------------
Icahn Master 11/10/2006 182,703 43.9896
------------------ -------------- ----------------------------------------------
Icahn Master 11/13/2006 144,610 44.2730
------------------ -------------- ----------------------------------------------
Icahn Master 11/14/2006 314,740 44.5963
------------------ -------------- ----------------------------------------------
Icahn Master 11/15/2006 91,352 45.0250
------------------ -------------- ----------------------------------------------
Icahn Master 11/15/2006 610,091 44.8781
Icahn Reporting Persons and Macklowe Reporting Persons
Rome does not own any Shares. However, the Icahn Reporting Persons may be
deemed to be members of a "group" within the meaning of Section 13(d)(3) of the
Act with the Macklowe Reporting Persons. As such, the group may be deemed to
beneficially own (as that term is defined in Rule 13d-3 under the Act) all of
the Shares beneficially owned by Icahn Reporting Persons and Macklowe Reporting
Persons. We have been advised by the Macklowe Reporting Persons that Harry
Macklowe and William S. Macklowe beneficially own 3,307,000 Shares (the
"Macklowe Shares"), representing approximately 3.9% of the Issuer's outstanding
Shares. Neither the fact of this filing nor anything contained herein shall be
deemed to be an admission by any of the Icahn Reporting Persons that (i) they
are the beneficial owners of Shares beneficially owned by Macklowe Reporting
Persons or (ii) that Macklowe Reporting Persons are the beneficial owners of
Shares beneficially owned by Icahn Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Except as otherwise described herein or in Item 4 hereof, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of Icahn Reporting Persons
2. Agreement of Limited Partnership of Rome
3. Letter
4. Letter
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: November 27, 2006
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp., sole member
By: /s/ Edward Mattner
-------------------
Name: Edward Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward Mattner
------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward Mattner
-------------------
Name: Edward Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI OFFSHORE CORP.
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: Vice President
[Signature Page to Schedule 13D - Reckson Associates Realty Corp.]
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI ONSHORE CORP.
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: Vice President
STARFIRE HOLDING CORPORATION
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Treasurer
BUFFALO INVESTORS CORP.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Vice President
HIGHCREST INVESTORS CORP.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Vice President
MEADOW STAR LLC
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: President
MEADOW STAR PARTNER LLC
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: President
[Signature Page to Schedule 13D - Reckson Associates Realty Corp.]
Beckton Corp.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Secretary
American Property Investors Inc.
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
American Real Estate Partners, L.P.
By: American Property Investors, Inc., general partner
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
American Real Estate Holdings Limited Partnership
By: American Property Investors, Inc., general partner
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
AREP Oil & Gas Holdings LLC
By: American Real Estate Holdings Limited Partnership, its sole member
By: American Property Investors, Inc., its general partner
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
[Signature Page of Schedule 13D - Reckson Associates Realty Corp.]
AREP O&G HOLDINGS LLC
By: AREP Oil & Gas Holdings LLC, its sole member
By: American Real Estate Holdings Limited Partnership, its sole member
By: American Property Investors, Inc., its general partner
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
AREH OIL & GAS CORP.
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer; Treasurer
[Signature Page of Schedule 13D - Reckson Associates Realty Corp.]
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
ROME ACQUISITION LIMITED PARTNERSHIP
By: MEADOW STAR LLC
as General Partner
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: President
By: WH ROME PARTNERS LLC
as General Partner
By: WH ROME INC.
its Managing Member
By:
---------------------
Name: Harry Macklowe
Title: President
[Signature Page of Schedule 13D - Reckson Associates Realty Corp.]
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of Reckson Associates Realty Corp. and further agree
that this Joint Filing Agreement be included as an Exhibit to such joint
filings. In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement as of the 27th day of November, 2006.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp., sole member
By: /s/ Edward Mattner
------------------
Name: Edward Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward Mattner
------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward Mattner
------------------
Name: Edward Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI OFFSHORE CORP
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: Vice President
[Signature Page to Joint Filing Agreement Schedule 13D -
Reckson Associates Realty Corp.]
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI ONSHORE CORP
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: Vice President
STARFIRE HOLDING CORPORATION
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Treasurer
BUFFALO INVESTORS CORP.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Vice President
HIGHCREST INVESTORS CORP.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Vice President
MEADOW STAR LLC
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: President
MEADOW STAR PARTNER LLC
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: President
[Signature Page to Joint Filing Agreement Schedule 13D -
Reckson Associates Realty Corp.]
Beckton Corp.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Secretary
American Property Investors Inc.
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
American Real Estate Partners, L.P.
By: American Property Investors, Inc., general partner
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
American Real Estate Holdings Limited Partnership
By: American Property Investors, Inc., general partner
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
AREP Oil & Gas Holdings LLC
By: American Real Estate Holdings Limited Partnership, its sole member
By: American Property Investors, Inc., its general partner
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
[Signature Page of Joint Filing Agreement to Schedule 13D -
Reckson Associates Realty Corp.]
AREP O&G HOLDINGS LLC
By: AREP Oil & Gas Holdings LLC, its sole member
By: American Real Estate Holdings Limited Partnership, its sole member
By: American Property Investors, Inc., its general partner
By: /s/ Hillel Moerman
-------------------
Name: Hillel Moerman
Title: Chief Financial Officer
AREH OIL & GAS CORP.
By: /s/ Hillel Moerman
-------------------
Name: Hillel Moerman
Title: Chief Financial Officer; Treasurer
[Signature Page of Joint Filing Agreement to Schedule 13D -
Reckson Associates Realty Corp.]
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
ROME ACQUISITION LIMITED PARTNERSHIP
By: MEADOW STAR LLC
as General Partner
By: /s/ Keith Meister
Name: Keith Meister
Title: President
By: WH ROME PARTNERS LLC
as General Partner
By: WH ROME INC.
its Managing Member
By:
--------------------
Name: Harry Macklowe
Title: President
[Signature Page of Joint Filing Agreement to Schedule 13D -
Reckson Associates Realty Corp.]
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF ICAHN REPORTING PERSONS
The following sets forth the name, position, and principal occupation of
each director and executive officer of each of Icahn Reporting Persons. Each
such person is a citizen of the United States of America. Except as otherwise
indicated, the business address of each director and officer is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. The
business address of Messrs Leidesdorf, Wasserman, Nelson and Saldarelli is White
Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601. To the
best of Icahn Reporting Persons' knowledge, except as set forth in this
statement on Schedule 13D, none of the directors or executive officers of Icahn
Reporting Persons own any Shares.
BARBERRY CORP.
Name Position
---- --------
Carl C. Icahn Chairman of the Board; President
Jordan Bleznick Vice President/Taxes
Edward E. Mattner Vice President;
Gail Golden Vice President;
Vincent J. Intrieri Vice President;
Keith Cozza Secretary; Treasurer
CCI OFFSHORE CORP.
Name Position
---- --------
Carl C. Icahn Director
Keith A. Meister President and Secretary
Vincent Intrieri Vice President and Treasurer
Jordan Bleznick Vice President-Taxes
CCI ONSHORE CORP
Name Position
---- --------
Carl C. Icahn Director
Keith A. Meister President and Secretary
Vincent Intrieri Vice President and Treasurer
Jordan Bleznick Vice President-Taxes
BUFFALO INVESTORS CORP.
Name Position
---- --------
Keith Cozza Director; Vice President
Edward E. Mattner President; Treasurer
Jordan Bleznick Vice President/Taxes
HIGHCREST INVESTORS CORP.
Name Position
---- --------
Carl C. Icahn Chairman of the Board; President
Keith Cozza Director; Vice President
Edward E. Mattner Director
Jordan Bleznick Vice President/Taxes
Gail Golden Vice President; Secretary
STARFIRE HOLDING CORPORATION
Name Position
---- --------
Carl C. Icahn Chairman of the Board; President
Vincent J. Intrieri Vice President
Keith Cozza Secretary; Treasurer
Jordan Bleznick Vice President/Taxes
Gail Golden Vice President
MEADOW STAR LLC
Name Position
---- --------
Carl C. Icahn Chairman
Keith Meister President
Keith Cozza Treasurer
MEADOW STAR PARTNER LLC
Name Position
---- --------
Carl C. Icahn Chairman
Keith Meister President
Keith Cozza Treasurer
AMERICAN PROPERTY INVESTORS, INC.
Name Position
----- --------
Carl C. Icahn Chairman of the Board
Keith A. Meister Vice Chairman; Principal Executive
Officer
Jack G. Wasserman Director
James L. Nelson Director
William A. Leidesdorf Director
Vincent J. Intrieri Director
Jon F. Weber President
Hillel Moerman Chief Financial Officer
John P. Saldarelli Vice President; Secretary
Andrew Skobe Treasurer
Felicia P. Buebel Assistant Secretary
BECKTON CORP.
Name Position
---- --------
Carl C. Icahn Chairman of the Board; President
Jordan Bleznick Vice President/Taxes
Edward E. Mattner Authorized Signatory
Keith Cozza Secretary; Treasurer
AREP OIL & GAS HOLDINGS LLC
Name Position
---- --------
American Real Estate Holdings Member
Limited Partnership
Keith Meister Director; President
John P. Saldarelli Vice President and Secretary
AREH OIL & GAS CORP.
Name Position
---- --------
Carl C. Icahn Director; President
Vincent J. Intrieri Director; Vice President
Hillel Moerman Chief Financial Officer; Treasurer