SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 11, 1998
(August 3, 1998)
TOWER REALTY TRUST, INC.
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(Exact name of registrant as specified in its charter)
Maryland I-13375 13-3938558
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
292 Madison Avenue
3rd Floor
New York, New York 10017
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(Address of principal executive offices) (Zip Code)
(212) 448-1864
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On August 3, 1998, the Registrant issued the press release filed
herewith as Exhibit 99.1, which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit Number Description
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99.1 Press Release issued by Tower Realty Trust, Inc. on
August 3, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
Tower Realty Trust, Inc.
By: /s/ Lester S. Garfinkel
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Chief Financial Officer and
Executive Vice President for
Finance & Administration
Dated: August 11, 1998
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Tower Realty Trust, Inc., dated August
3, 1998.
EXHIBIT 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
INVESTOR CONTACT: MEDIA CONTACT:
Lester S. Garfinkel Robert D. Siegfried
Chief Financial Officer of Roanne Kulakoff
Tower Realty Trust, Inc. Kekst and Company
(212) 448-1864 (212) 521-4800
FRANK TANSEY TO SERVE AS CHAIRMAN AND ROBERT COX TO SERVE AS ACTING CHIEF
EXECUTIVE OFFICER UNTIL COMPLETION OF TOWER REALTY'S TRANSACTION WITH
METROPOLITAN PARTNERS
New York, New York, August 3, 1998-Tower Realty Trust (NYSE:TOW) today
reported that its Board of Directors has appointed Frank Tansey, a director
of Tower Realty Trust, as the Company's Chairman, and Robert Cox, a
director of Tower Realty Trust and its Chief Operating Officer, as acting
Chief Executive Officer and President, following the resignation of Larry
Feldman from these positions to pursue other interests. Mr. Feldman has
also resigned as a director of Tower Realty Trust.
As previously reported, Tower Realty has agreed to be acquired for $24.00
per share in cash by Metropolitan Partners, a 50/50 joint venture between
Reckson Associates Realty Corporation and Crescent Real Estate Equities
Company. Tower shareholders will have certain limited rights to elect to
receive Reckson and Crescent stock in lieu of cash. The agreement is
subject to certain customary conditions, including approval by Tower Realty
shareholders.
Tower Realty stated that Messrs. Tansey and Cox will serve in their
respective capacities at Tower Realty until completion of Tower Realty's
transaction with Metropolitan Partners which is expected to be during the
second half of 1998.
Tower Realty Trust is a self-managed real estate investment trust engaged
in the development, acquisition, ownership, renovation, management and
leasing of office properties.
Tower Realty Trust owns interests in 25 office buildings with an aggregate
of approximately 4.6 million square feet (as of June 19, 1998) in the
Manhattan, Phoenix/Tucson and Orlando markets, with two-thirds of the
Company's rental stream derived from its Manhattan office properties. In
addition, the Company owns or has options to acquire approximately 50 acres
of land upon which it can build 2.2 million square feet.
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