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: August 10, 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 Reckson Operating Partnership, L.P. -
organization) 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 August 10, 2004, Reckson Operating Partnership, L.P. (the "Operating
Partnership"), a subsidiary of Reckson Associates Realty Corp., entered into
an underwriting agreement with Citigroup Global Markets Inc., J.P. Morgan
Securities Inc. and UBS Securities LLC, as representatives of the several
underwriters, in connection with a public offering of $150 million aggregate
principal amount of its 5.875% senior unsecured notes due 2014 (the "Notes").
Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and UBS Securities
LLC are acting as joint bookrunners of the offering. Interest on the Notes is
payable semi-annually on February 15 and August 15, commencing February 15,
2005. The notes were priced at 99.151% of par value to yield 5.989%. The Notes
mature on August 15, 2014. The net proceeds from the offering of the Notes
will be approximately $147.6 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 August 10, 2004, among the Operating
Partnership and Citigroup Global Markets Inc., J.P. Morgan
Securities Inc. and UBS Securities LLC, as representatives of the
several underwriters.
1.2 Terms Agreement, dated August 10, 2004, among the Operating
Partnership and Citigroup Global Markets Inc., J.P. Morgan
Securities Inc. and UBS Securities LLC, as representatives of the
several underwriters.
4.1 Form of 5.875% Notes due 2014 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.
-------------------
* Previously filed as an exhibit to the Registrant's registration
statement on Form S-3 (File No. 333-115997).
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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: August 12, 2004
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