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): May 12, 1999
(May 10, 1999)
TOWER REALTY TRUST, INC.
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(Exact name of registrant as specified in its charter)
Maryland 13-3938558 I-13375
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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 May 10, 1999, the Company issued a press release, a copy of
which is filed herewith as Exhibit 99.1 (the "Press Release") and
incorporated herein by reference.
This Current Report on Form 8-K and the Press Release contain
"forward looking statements" within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 and are
qualified by cautionary statements contained herein and in the Company's
filings with the Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 - Press Release of Tower Realty Trust, Inc.,
dated May 10, 1999.
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: May 12, 1999
EXHIBIT INDEX
Exhibit No. Description
Exhibit 99.1 - Press Release of Tower Realty Trust, Inc.,
dated May 10, 1999.
Exhibit 99.1
FOR IMMEDIATE RELEASE
TOWER REALTY TRUST, INC. ANNOUNCES SPECIAL DIVIDEND
AND POSTPONEMENT OF SPECIAL MEETING
New York, May 10, 1999 -- Tower Realty Trust, Inc. (NYSE: TOW) today
announced that, in response to the announcement by Reckson Associates
Realty Corp. (NYSE: RA) that it had entered into an agreement to acquire a
$425 million first mortgage note secured by the property located at 919
Third Avenue, New York, New York, the special meeting of Tower stockholders
to vote on the proposed merger of Tower with and into a subsidiary of
Reckson will be postponed until May 24, 1999. A supplement to the joint
proxy statement/prospectus of Tower and Reckson will be mailed to
stockholders and unitholders of Tower today and will contain revised
financial information relating to Reckson which will take into account its
acquisition of this new property. If a stockholder has already submitted a
proxy card and does not wish to change his or her vote after reviewing the
supplement, he or she need not take any further action. All other terms and
conditions of the merger, other than the date on which either party may
terminate the agreement if the merger has not yet occurred which has been
extended to June 21, 1999, have remained the same.
In addition, Tower today announced the declaration of a prorated
distribution to common stockholders of $0.250714 per share (subject to
reduction in limited circumstances as described below) for the period April
1, 1999 through and including May 24, 1999, provided that the merger occurs
on May 24, 1999. This distribution would be payable approximately thirty
days after the effectiveness of the merger to holders of record on May 21,
1999, the last business day prior to the proposed effective time of the
merger. This distribution is contingent on the merger taking place.
The current $0.250714 prorated distribution is based upon a 54-day
period from the beginning of the current quarter through the expected
effective date of the merger. In the event the effective date of the merger
is again postponed, the record date will be changed to the last business
day prior to the effective time of the merger and the current distribution
amount will be increased by $0.004643 for each postponed day. Tower's
current annual distribution rate is $1.69 per share.
The board of Tower shall have the right to reduce the dividend to an
amount not less than $0.058521 per share at any time prior to the effective
time of the merger in order to fund, under certain circumstances as
previously announced, a litigation trust for the purpose of pursuing
certain litigation rights in favor of Tower. It is not currently
anticipated that the dividend will be so reduced in order to fund this
litigation trust.
Tower Realty Trust, Inc., a self-administered real estate investment
trust, is engaged in developing, acquiring, owning, renovating, managing
and leasing office properties in the Manhattan, Phoenix/Tucson and Orlando
markets. The company currently owns interests, through an operating
partnership, in a portfolio of 25 office buildings encompassing
approximately 4.6 million rentable square feet.
Certain matters discussed within this press release are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, which involve certain risks and
uncertainties. Although Tower Realty Trust, Inc. believes that the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, Tower Realty Trust, Inc. can give no assurance that
its expectations will be achieved. Factors that could cause actual results
to differ materially from Tower Realty Trust, Inc.'s expectations include
changes in real estate conditions (including rental rates and competing
properties) or in industries in which their principal tenants compete,
failure to consummate anticipated transactions, timely leasing of
unoccupied square footage, timely releasing of occupied square footage upon
expiration and other risks detailed from time to time in the Tower Realty
Trust, Inc.'s reports filed with the Securities and Exchange Commission,
including annual reports on Form 10-K, quarterly reports on Form 10-Q and
Current Reports on Form 8-K.
For more information, please contact Lester S. Garfinkel, Tower
Realty Trust, Inc., (212) 448-1864 or Roanne Kulakoff, Kekst & Company,
(212) 521-4800.
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