UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
December 3, 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).
Item 1. Security and Issuer
This Amendment No. 2 (this "Amendment") amends the Schedule 13D filed on
November 27, 2006, as amended by Amendment No. 1 filed on December 1, 2006
(together the "Original 13D") with the Securities and Exchange Commission by
High River, Hopper, Barberry, Icahn Master, Icahn Offshore, CCI Offshore, Icahn
Partners, Icahn Onshore, CCI Onshore, Starfire, Highcrest, Buffalo, Meadow Star,
Meadow Partner, Beckton, API, AREP, AREH, Gas Corp, Rome and Carl C. Icahn. The
defined terms used herein unless otherwise defined shall have the meaning
assigned to such terms in the Original 13D.
This Amendment relates to the Common Stock, par value $.01 per share (the
"Shares"), of Reckson Associates Realty Corp., a Maryland corporation (the
"Issuer").
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following:
Rome Acquisition Limited Partnership ("Rome"), a Delaware limited
partnership, was formed for the purpose of acquiring the Issuer and its
subsidiaries. The general partners of Rome were Meadow Star LLC ("Meadow Star"),
an indirect subsidiary of AREP, and WH Rome Partners LLC ("WH Rome"), an entity
affiliated with Macklowe Properties.
On November 30, 2006, Meadow Star, WH Rome and Mack-Cali Realty, L.P.
("Mack-Cali") entered into an Amendment to the Agreement of Limited Partnership
of Rome (the "Mack Amendment") pursuant to which Mack-Cali was admitted as a
limited partner.
On December 2, 2006, the Icahn Reporting Persons were notified by Mack-Cali
that it did not intend to contribute its required $400 million to the capital of
Rome and that it was withdrawing as a limited partner from Rome pursuant to the
terms of the Mack Amendment.
On December 3, 2006, after being notified by WH Rome and its principals
that they did not intend to support a binding offer of $49 for the Issuer and
its assets, Meadow Star and WH Rome and its principals agreed to terminate Rome.
In addition, Meadow Star and Carl Icahn, and WH Rome, Harry Macklowe and William
S. Macklowe acknowledged that to the extent that they had been a group within
the meaning of Rule 13d-5 under the Securities Exchange Act of 1934 and the
rules and regulations thereunder, that the group is terminated.
On December 4, 2006, AREP delivered a letter to the Issuer making a
proposal to acquire the Issuer at $49 per share comprised of cash and a new
class of AREP's preferred units (the "Proposal"), which letter is attached
hereto and is incorporated herein by reference.
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.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by adding the following:
(e) On December 3, 2006, the Icahn Reporting Persons ceased to be the
beneficial owner of more than 5% of the Shares.
Item 7. Material to be Filed as Exhibits
1. AREP Letter to Issuer dated December 4, 2006
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: December 4, 2006
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC
General Partner
By: Barberry Corp.
Sole Member
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Vice President
HOPPER INVESTMENTS LLC
By: Barberry Corp.
Sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Vice President
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Vice President
ICAHN PARTNERS MASTER FUND LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Executive Vice President
ICAHN OFFSHORE LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Executive Vice President
CCI OFFSHORE CORP.
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: President
[Signature Page to Schedule 13D Amendment No. 2 -
Reckson Associates Realty Corp.]
ICAHN PARTNERS LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Executive Vice President
ICAHN ONSHORE LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Executive Vice President
CCI ONSHORE CORP.
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: President
MEADOW STAR LLC
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: President
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
AREH OIL & GAS CORP.
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
[Signature Page to Schedule 13D Amendment No. 2 -
Reckson Associates Realty Corp.]
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page to Schedule 13D Amendment No. 2 -
Reckson Associates Realty Corp.]