SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Reckson Associates Realty Corp.
(Name of Issuer)
Class A Common Stock, Par Value $ .01 Per Share
(Title of Class of Securities)
75621K304
(CUSIP Number)
Cornelius J. Dwyer, Jr., Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices)
June 16, 2000
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
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<PAGE>
SCHEDULE 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stichting Pensioenfonds ABP
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2 Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds (See Instructions) OO
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e). |_|
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6 Citizenship or Place of Organization The Kingdom of the Netherlands
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NUMBER OF 7 Sole Voting Power
SHARES 4,478,358 shares of Class A Common Stock
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 Shared Voting Power
EACH 0
REPORTING -----------------------------------------------------
PERSON 9 Sole Dispositive Power
WITH 4,478,358 shares of Class A Common Stock
-----------------------------------------------------
10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,478,358
shares of Class A Common Stock*
* assumes conversion of 296,540 shares of Class B Common Stock
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13 Percent of Class Represented by Amount in Row (11) 9.9%*
* assumes conversion of 296,540 shares of Class B Common Stock
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14 Type of Reporting Person (See Instructions) EP
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<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this statement relates
is the Class A common stock, par value $.01 per share (the "Class A Common
Stock") of Reckson Associates Realty Corp., a Maryland corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 225
Broadhollow Road, Melville, New York 11747.
Item 2. Identity and Background
The name of the person filing this statement is Stichting
Pensioenfonds ABP, an entity established under the laws of The Kingdom of the
Netherlands (the "Fund"), whose principal business is investing funds held on
behalf of public sector employees of The Kingdom of the Netherlands. The address
of the Fund's principal executive office is Oude Lindestraat 70, Postbus 2889,
6401 DL Heerlen, The Netherlands. The name, citizenship, business address and
present principal occupation or employment, as well as the name and address of
any corporation or other organization in which such occupation or employment is
conducted, of each of the directors and executive officers of the Fund are as
follows:
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS
NAME OCCUPATION CITIZENSHIP ADDRESS
---- ---------- ----------- -------
<S> <C> <C> <C>
B. de Vries Independent Chairman of The Netherlands Oude Lindestraat
the Governing Board 70 6411 EJ
Heerlen
The Netherlands
P.M. Altenburg First Vice Chairman of the The Netherlands Oude Lindestraat
Governing Board 70 6411 EJ
Heerlen
The Netherlands
W. Drees Secretary of the Governing The Netherlands Oude Lindestraat
Board 70 6411 EJ
Heerlen
The Netherlands
J.W.E. Neervens Chairman of the Board of The Netherlands Oude Lindestraat
Directors 70 6411 EJ
Heerlen
The Netherlands
J.M.G. Frijns Member of the Board of The Netherlands Oude Lindestraat
Directors 70 6411 EJ
Heerlen
The Netherlands
J.F. Maassen Member of the Board of The Netherlands Oude Lindestraat
Directors 70 6411 EJ
Heerlen
The Netherlands
J.H.R. van de Poel Member of the Board of The Netherlands Oude Lindestraat
Directors 70 6411 EJ
Heerlen
The Netherlands
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS
NAME OCCUPATION CITIZENSHIP ADDRESS
---- ---------- ----------- -------
<S> <C> <C> <C>
J.M.G. Frijns Chief Investment Officer/ The Netherlands Oude Lindestraat
Managing Director 70 6411 EJ
Heerlen
The Netherlands
A.H. Berendsen Managing Director The Netherlands Oude Lindestraat
70 6411 EJ
Heerlen
The Netherlands
J. Mensonides Managing Director The Netherlands Oude Lindestraat
70 6411 EJ
Heerlen
The Netherlands
</TABLE>
To the knowledge of the Fund, during the last five years,
neither the Fund nor any of its executive officers or directors has been (i)
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to the terms of the Exchange Agreement between the
Fund and the Issuer dated as of June 16, 2000 (the "Exchange Agreement"), the
Fund received 4,181,818 shares of Class A Common Stock in exchange for 4,000,000
shares of Series B Convertible Cumulative Preferred Stock, par value $.01 per
share, ("Series B Preferred Stock"). In addition, the Fund agreed to sell
525,000 shares of Class A Common Stock in order that the Fund will not exceed
the ownership limit of the Issuer's securities established in the Issuer's
Articles of Amendment and Restatement dated May 22, 1995, as amended through the
date hereof.
Item 4. Purpose of Transaction
The Fund from time to time intends to review its investment in
the Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments and other
investment opportunities. Based on such review, the Fund will take such actions
in the future as the Fund may deem appropriate in light of the circumstances
existing from time to time. If the Fund believes that further investment in the
Issuer is attractive, whether because of the market price of the Issuer's
securities or otherwise, it may acquire additional securities of the Issuer
either in the open market or in privately negotiated transactions. Similarly,
depending on market and other factors, the Fund may determine to dispose of some
or all of the Class A Common Stock, Class B Common Stock, par value $.01 per
share ("Class B Common Stock"), and Series B Preferred Stock currently owned by
the Fund or otherwise acquired by the Fund either in the open market or in
privately negotiated transactions.
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<PAGE>
Except as set forth above, the Fund has not currently
formulated any definitive plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Issuer, (e) any material change in the Issuer's capitalization or dividend
policy, (f) any other material change in the Issuer's business or corporate
structure, (g) any change in the Issuer's charter or bylaws or other or
instrument corresponding thereto or other action which may impede the
acquisition of control of the Issuer by any person, (h) causing a class of the
Issuer's securities to be deregistered or delisted, (i) a class of equity
securities of the Issuer becoming eligible for termination of registration or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The Fund is the sole beneficial owner of 4,478,358 shares
of Class A Common Stock representing 9.9% of the outstanding shares of the
Issuer's Class A Common Stock. The calculation of the foregoing percentage is
based on the conversion of 296,540 shares of Class B Common Stock owned by the
Fund into 296,540 shares of Class A Common Stock and the number of shares of
Class A Common Stock disclosed as outstanding by the Issuer upon exchange of
4,000,000 shares of the Issuer's Series B Preferred Stock owned by the Fund into
4,181,818 shares of Class A Common Stock.
(b) The Fund has the sole power to vote or to direct the vote
or dispose or direct the disposition of 4,478,358 shares of Class A Common
Stock. To the knowledge of the Fund, there are no shares of Class A Common Stock
which are beneficially owned by any director or executive officer listed under
Item 2.
(c) On May 25, 2000, the Fund sold 50,000 shares of Class A
Common Stock at a price of $21.32 per share. On May 31, 2000, the Fund sold
264,883 shares of Class A Common Stock at a price of $21.82 per share. On June
2, 2000, the Fund sold 200,000 shares of Class A Common Stock at a price of
$21.89 per share. Each of these sales was on the open market.
Pursuant to the Exchange Agreement, the Fund received
4,181,818 shares of Class A Common Stock in exchange for 4,000,000 shares of
Series B Preferred Stock.
Except as disclosed herein, there have been no transactions by
the Fund in securities of the Issuer during the past sixty days.
(d) To the knowledge of the Fund, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Class A Common Stock owned by the Fund.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding of Relationships with Respect
to Securities of the Issuer
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<PAGE>
Except as described herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any Securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantors of profit, division of profit or loss or
the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exchange Agreement between Stichting Pensioenfonds ABP and
Reckson Associates Realty Corp. dated as of June 16, 2000.
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<PAGE>
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: July 28, 2000
STICHTING PENSIOENFONDS ABP
By: /s/ R. Coomans
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R. Coomans
Authorized Signatory
By: /s/ R.M.M.J. Bauer
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R.M.M.J. Bauer
Authorized Signatory
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