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): November 9, 1998
(November 2, 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 November 2, 1998, Tower Realty Trust, Inc. ("Tower") issued
two press releases (the "Press Releases"), copies of which are filed
herewith as Exhibits 99.1 and 99.2 respectively, and incorporated herein by
reference.
This Current Report on Form 8-K and the Press Releases contain
"forward looking statements" within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, which
involves certain risks and uncertainties, including, without limitation,
statements relating to litigation, the timing and success of acquisitions,
the ability to lease vacant space and the ability to renew or relet space
under expiring leases. Although Tower believes that the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, the actual results may differ materially from those set forth
in the forward-looking statements. Certain factors that might cause such
differences include general economic conditions, general real estate
industry risks, tenant defaults and bankruptcies, loss of major tenants,
the impact of competition, uncertainties inherent in the litigation and
acquisition, redevelopment and development risks. Consequently, such
forward-looking statements should be regarded solely as reflections of the
Tower's current operating and development plans and estimates. These plans
and estimates are subject to revision from time to time as additional
information becomes available, and actual results may differ from those
indicated in the referenced statements.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 - Press Release of Tower Realty Trust, Inc.,
dated November 2, 1998.
Exhibit 99.2 - Press Release of Tower Realty Trust, Inc.,
dated November 2, 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: November 9, 1998
EXHIBIT INDEX
Exhibit No. Description
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99.1 - Press Release of Tower Realty Trust, Inc., dated
November 2, 1998.
99.2 - Press Release of Tower Realty Trust, Inc., dated
November 2, 1998
EXHIBIT 99.1
TOWER REALTY COMMENCING LITIGATION AGAINST CRESCENT
AND RECKSON FOR BREACH OF MERGER AGREEMENT
DAMAGES SOUGHT IN RESPONSE TO WRONGFUL ACTION BY CRESCENT AND RECKSON
New York, NY (November 2, 1998) Tower Realty Trust (NYSE:TOW) today
reported that it has been informed by Crescent Real Estate Equities Company
and Reckson Associates Realty Corporation that they will not proceed with
their previously announced merger agreement with Tower Realty Trust. Tower
Realty Trust views their action as a willful breach of the merger
agreement, and is commencing suit against Crescent and Reckson in New York
State Supreme Court seeking declaratory and other relief, including damages
of not less than $75 million.
Tower Realty Trust stated, "Regrettably, Tower Realty Trust is the
latest victim of Crescent's desperate attempts to unwind many of its
financial obligations in light of current market conditions. Tower Realty
Trust will not stand idly by. We hold the interests of our shareholders to
be paramount. In this regard, our Board and management are committed to
exploring all initiatives that will serve our shareholders' best interests,
including holding Reckson and Crescent accountable for all damages
associated with their wrongful action.
"Tower Realty Trust has a strong portfolio of real estate properties.
In addition, the Company is in a position to benefit from significant
lease-up opportunities in its portfolio. Furthermore, management will be
thoroughly evaluating all aspects of the portfolio in order to implement
those initiatives designed to enhance the portfolio's value."
Tower Realty Trust said that its Board of Directors has full
confidence in Tower's ability to move forward as an independent company
under its current management team.
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/Tuscon 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.
Certain statements set forth herein or incorporated by reference
herein from the Company's filings under the Securities Exchange Act of
1934, as amended, contain forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, which involves certain risks and uncertainties, including, without
limitation, statements relating to the timing and success of acquisitions,
the ability to lease vacant space and the ability to renew or relet space
under expiring leases. Although the Company believes that the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, the actual results may differ materially from those set forth
in the forward-looking statements. Certain factors that might cause such
differences include general economic conditions, general real estate
industry risks, tenant defaults and bankruptcies, loss of major tenants,
the impact of competition and acquisition, redevelopment and development
risks. Consequently, such forward-looking statements should be regarded
solely as reflections of the Company's current operating and development
plans and estimates. These plans and estimates are subject to revision
from time to time as additional information becomes available, and actual
results may differ from those indicated in the referenced statements.
EXHIBIT 99.2
TOWER REALTY RESPONDS TO PRESS RELEASE BY CRESCENT REAL ESTATE ON
CRESCENT'S AND RECKSON'S UNWINDING OF TOWER REALTY MERGER TRANSACTION
New York, NY (November 2, 1998) In response to Crescent Real Estate
Equities' press release, Tower Realty Trust, Inc. (NYSE:TOW) stated, "No
matter how much spin control Crescent and Reckson Associates may attempt,
the facts are clear. Crescent and Reckson have willfully breached the
merger agreement with Tower Realty and have unequivocally told Tower that
they will not proceed with the current transaction. Notwithstanding their
allusion to unspecified tax issues, Tower Realty is a real estate
investment trust. Backing out of its financial obligations, as pointed out
in today's Wall Street Journal, is getting to be the signature of Crescent,
with Tower Realty the latest in this string of broken deals. Tower Realty
has sued Crescent and Reckson in New York State Supreme Court charging them
with willful breach of the merger agreement. Tower Realty is seeking
declaratory and other relief including damages of not less than $75
million."
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/Tuscon 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.
