SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Tower Realty Trust, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
89185E109
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(CUSIP Number)
February 24, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
CUSIP No. 89185E109
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
OZ Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
956,200 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
0 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
956,200 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO/IA
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CUSIP No. 89185E109
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
OZ Master Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
780,600 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
780,600 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
780,600 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 89185E109
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Och-Ziff Capital Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
175,600 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
175,600 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,600 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
<PAGE>
Item 1(a) Name of issuer: Tower Realty Trust, Inc., a Maryland
corporation (the "Company").
Item 1(b) Address of issuer's principal executive offices: 292 Madison
Avenue, 3rd Floor, New York, New York 10017.
Item 2(a) Name of person filing:
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) OZ Management, L.L.C., a Delaware limited liability company ("OZ
Management").
ii) OZ Master Fund, Ltd., a Cayman Islands exempted limited company
("OZ Master Fund").
iii) Och-Ziff Capital Management, L.P., a Delaware limited partnership
("Och-Ziff Capital Management").
This Statement relates to shares of Common Stock of the Company
("Shares") held for the accounts of OZ Master Fund and Och-Ziff Capital
Management. OZ Management serves as principal investment manager to OZ Master
Fund and Och-Ziff Capital Management, and as such, has been granted investment
discretion over portfolio investments, including the Shares, held for the
account of OZ Master Fund and Och-Ziff Capital Management. Och-Ziff
Associates, L.L.C. is the general partner of Och-Ziff Capital Management, and
as such may be deemed to control the Shares owned by such entity. Mr. Daniel
S. Och, the managing member of OZ Management, may be deemed to control such
accounts and therefore, indirectly, the Shares reported hereby.
2(b) Address or principal business office or, if none, residence:
The address of the principal business office of OZ Management is 153
East 53rd Street, 44th Floor, New York, New York 10022.
The address of the principal business office of OZ Master Fund is c/o
Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896, Harbour Centre, Second
Floor, North Church Street, George Town, Grand Cayman, Cayman Islands, B.W.I.
The address of the principal business office of Och-Ziff Capital
Management is 153 East 53rd Street, 44th Floor, New York, New York 10022.
2(c) Citizenship:
i) OZ Management, L.L.C., is a Delaware limited liability company.
ii) OZ Master Fund, Ltd., is a Cayman Islands exempted limited
company.
iii) Och-Ziff Capital Management, L.P., is a Delaware limited
partnership.
2(d) Title of class of securities: Common Stock
2(e) CUSIP No.: 89185E109
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange
Act.
(d) [ ] Investment company registered under section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box.
[x]
Item 4. Ownership
See cover page for each Reporting Person.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 2, 1999.
OZ MANAGEMENT, L.L.C.
By: /s/ Daniel S. Och
- --------------------------------
Name: Daniel S. Och
Title: Managing Member
OZ MASTER FUND, LTD.
By: OZ MANAGEMENT, L.L.C.
as Investment Manager
By: /s/ Daniel S. Och
- ----------------------------------
Name: Daniel S. Och
Title: Managing Member
OCH-ZIFF CAPITAL MANAGEMENT, L.P.
By: OCH-ZIFF ASSOCIATES, L.L.C.
as General Partner
By: /s/ Daniel S. Och
- -----------------------------------
Name: Daniel S. Och
Title: Managing Member
EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of
1934, the undersigned agree to the joint filing of a Statement on Schedule 13G
(including any and all amendments thereto, and any filing on Schedule 13D
relating to the same investment) with respect to the shares of common stock,
par value $0.01 per share, of Tower Realty Trust, Inc., and further agree that
this Joint Filing Agreement be included as an Exhibit thereto. In addition,
each party to this Agreement expressly authorizes each other party to this
Agreement to file on its behalf any and all amendments to such Statement.
Dated: March 2, 1999.
OZ MANAGEMENT, L.L.C.
By: /s/ Daniel S. Och
- --------------------------------
Name: Daniel S. Och
Title: Managing Member
OZ MASTER FUND, LTD.
By: OZ MANAGEMENT, L.L.C.
as Investment Manager
By: /s/ Daniel S. Och
- ----------------------------------
Name: Daniel S. Och
Title: Managing Member
OCH-ZIFF CAPITAL MANAGEMENT, L.P.
By: OCH-ZIFF ASSOCIATES, L.L.C.
as General Partner
By: /s/ Daniel S. Och
- -----------------------------------
Name: Daniel S. Och
Title: Managing Member
