<PAGE>
As filed with the Securities and Exchange Commission on March 6, 1997
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RECKSON ASSOCIATES REALTY CORP.
(Exact name of registrant as specified in its charter)
Maryland 11-3233650
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
225 Broadhollow Road
Melville, NY 11747
(516) 694-6900
(Address and Telephone Number of Principle Executive Offices)
Donald J. Rechler
Chairman and Chief Executive Officer
Reckson Associates Realty Corp.
225 Broadhollow Road
Melville, NY 11747
(516) 694-6900
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
Douglas A. Sgarro, Esq. Allen Curtis Greer, II, Esq.
Brown & Wood LLP Robert E. King, Jr. Esq.
One World Trade Center Rogers & Wells
New York, NY 10048-0557 200 Park Avenue
(212) 839-5300 New York, NY 10166
(212) 878-8000
Approximate date of commencement of proposed sale to public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. []
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than the securities offered only in connection with dividend or
interest reinvestment plans, check the following box. []
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering; [x] No. 333-13213.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration for the same
offering. []
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. []
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Registration
Being Registered Registered Price Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock 746,387 $45.25 $33,774,012 $10,234.55
</TABLE>
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Reckson Associates
Realty Corp. with the Securities and Exchange Commission (File No. 333-13213)
pursuant to the Securities Act of 1933, as amended, is incorporated by reference
into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Reckson
Associates Realty Corp. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Huntington, State of New York, on March 6,
1997.
RECKSON ASSOCIATES REALTY CORP.
By: /S/ DONALD J. RECHLER
Donald J. Rechler,
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Reckson Associates Realty Corp. hereby severally constitute Scott
H. Rechler, Mitchell D. Rechler and J. Michael Maturo, and each of them singly,
our true and lawful attorneys with full power to them, and each of them singly,
to sign for us and in our names in the capacities indicated below, the
Registration Statement filed herewith and any and all amendments to said
Registration Statement, and generally to do all such things in our names and in
our capacities as officers and directors to enable Reckson Associates Realty
Corp. to comply with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ----------------------------------------------------------------------------
/s/ Donald J. Rechler Chairman of the Board, Chief Executive
- --------------------------- Officer and Director (Principal
Donald J. Rechler Executive Officer)
March 6, 1997
/s/ Scott H. Rechler President, Chief Operating
- --------------------------- Officer and Director
Scott H. Rechler March 6, 1997
/s/ J. Michael Maturo Executive Vice President,
- --------------------------- Treasurer and Chief Financial
J. Michael Maturo Officer (Principal Financial
Officer and Principal
Accounting Officer)
March 6, 1997
/s/ Roger M. Rechler Vice-Chairman of the Board and
- --------------------------- Director March 6, 1997
Roger M. Rechler
/s/ Mitchell D. Rechler Executive Vice President and
- --------------------------- Director March 6, 1997
Mitchell D. Rechler
/s/ Harvey R. Blau Director March 6, 1997
- ---------------------------
Harvey R. Blau
/s/ Leonard Feinstein Director March 6, 1997
- ---------------------------
Leonard Feinstein
<PAGE>
/s/ Herve A. Kevenides Director March 6, 1997
- ---------------------------
Herve A. Kevenides
/s/ John V.N. Klein Director March 6, 1997
- ---------------------------
John V.N. Klein
/s/ Conrad D. Stephenson Director March 6, 1997
- ---------------------------
Conrad D. Stephenson
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.1 Opinion of Brown & Wood LLP as to the legality of the
Securities being registered.
8.1 Opinion of Brown & Wood LLP as to certain tax matters.
23.1 Consent of Ernst & Young LLP, Independent Accountants.
23.2 Consent of Brown & Wood LLP (included in Exhibit 5.1
hereto).
<PAGE>
Exhibit 5.1
Brown & Wood LLP
One World Trade Center
New York, NY 10048
March 6, 1997
Reckson Associates Realty Corp.
225 Broadhollow Road
Melville, NY 11747
Re: Legality of Securities to be Registered Under Registration
STATEMENT ON FORM S-3 FILED PURSUANT TO RULE 462(B)
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), of 746,387
shares of common stock, par value $.01 per share ("Common Stock"), of Reckson
Associates Realty Corp., a Maryland corporation (the "Company"), with an
aggregate public offering price of $33,774,012. The Common Stock is being
registered pursuant to Rule 462(b) (the "462(b) Filing") under the Securities
Act and is the subject of a registration statement on Form S-3 (No. 333-13213)
(the "Registration Statement"), including the prospectus contained therein (the
"Prospectus"), which is incorporated by reference into the 462(b) Filing. The
Registration Statement provides that the Common Stock may be offered in
amounts, at prices and on terms to be set forth in one or more prospectus
supplements (each a "Prospectus Supplement") to the Prospectus contained in the
Registration Statement.
In connection with rendering this opinion, we have examined the Articles of
Incorporation of the Company, the By-laws, as amended, of the Company, such
records of the corporate proceedings of the Company as we deemed material; the
Registration Statement and the exhibits thereto; and such other certificates,
receipts, records and documents as we considered necessary for the purposes of
this opinion. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as certified photostatic or facsimile copies, the
authenticity of the originals of such copies and the authenticity of telephonic
confirmations of public officials and others. As to facts material to our
opinion, we have relied upon certificates or telephonic confirmations of public
officials and certificates, documents, statements and other information of the
Company or representatives or officers thereof.
We are attorneys admitted to practice in the State of New York. We express
no opinion concerning the laws of any jurisdictions other than the laws of the
United States of America, the State of Maryland and the State of New York.
Based upon the foregoing, we are of the opinion that the shares of Common
Stock have been duly authorized and, when delivered and paid for in the manner
contemplated by the Prospectus, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the 462(b)
Filing and to the reference to us with respect to this opinion under the heading
"Legal Matters" in the Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ Brown & Wood LLP
<PAGE>
Exhibit 8.1
Brown & Wood LLP
One World Trade Center
New York, NY 10048-0557
March 6, 1997
Reckson Associates Realty Corp.
225 Broadhollow Road
Melville, New York 11747
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
matters with respect to Reckson Associates Realty Corp. (the "Company") in
connection with the Form S-3 Registration Statement of the Company filed by the
Company pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
relating to 746,387 shares of the Company's common stock, $.01 par value per
share with an aggregate public offering price of $33,774,012 (the "Registration
Statement").
This opinion is based, in part, upon various assumptions and
representations, including representations made by the Company as to factual
matters set forth in the Registration Statement, in registration statements on
Form S-11 previously filed by the Company with the Securities and Exchange
Commission and in a letter delivered to us by the Company today. This opinion
is also based upon the Internal Revenue Code of 1986, as amended (the "Code"),
the Treasury Regulations promulgated thereunder and existing administrative and
judicial interpretations thereof, all as they exist at the date of this letter.
All of the foregoing statutes, regulations and interpretations are subject to
change, in some circumstances with retroactive effect. Any changes to the
foregoing authorities might result in modifications of our opinions contained
herein.
Based on the foregoing, we are of the opinion that, commencing with the
Company's taxable year ended December 31, 1995, the Company has been organized
in conformity with the requirements for qualification as a real estate
investment trust (a "REIT") under the Code, and the proposed method of
operation of the Company will enable the Company to meet the requirements for
qualification and taxation as a REIT.
<PAGE>
We express no opinion with respect to the transactions described herein and
in the Registration Statement other than those expressly set forth herein.
Furthermore, the Company's qualification as a REIT will depend upon the
Company's meeting, in its actual operations, the applicable asset composition,
source of income, shareholder diversification, distribution, recordkeeping and
other requirements of the Code and Treasury Regulations necessary for a
corporation to qualify as a REIT. We will not review these operations, and no
assurance can be given that the actual operations of the Company and its
affiliates will meet these requirements or the representations made to us with
respect thereto.
This opinion is furnished to you solely for your use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as
Exhibit 8.1 to the Registration Statement and to the use of our name in
connection with the material discussed therein under the caption "Federal Income
Tax Considerations."
Very truly yours,
/s/ Brown & Wood LLP
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this Registration Statement
relating to the registration of $33,774,012 in common stock of Reckson
Associates Realty Corp. (the "Company") on Form S-3 of our report dated
February 22, 1996, with respect to the consolidated financial statements and
schedule of the Company for the period June 3, 1995 to December 31 1995 and the
combined financial statements of the Reckson Group for the period January 1,
1995 to June 2, 1995 and for the years ended December 31, 1994 and 1993,
included in the Company's Annual Report (Form 10-K) for the fiscal year ended
December 31, 1995 filed with the Securities and Exchange Commission. We also
consent to the incorporation by reference therein of: (i) our report dated
February 23, 1996, with respect to the combined statement of revenues and
certain expenses of the Westchester Properties for the year ended December 31,
1995, included in the Company's Form 8-K/A filed with the Securities and
Exchange Commission on March 27, 1996, (ii) our report dated September 20, 1996
with respect to the combined statement of revenues and certain expenses of the
Landmark Square Properties for the year ended December 31, 1995, included in
the Company's Form 8-K filed with the Securities and Exchange Commission on
October 1, 1996, (iii) our report dated September 16, 1996, with respect to the
combined statements of revenues and certain expeneses of the Certain Option
Properties for the years ended December 31, 1995, 1994 and 1993, included in
the Company's Form 8-K filed with the Securities and Exchange Commission on
October 1, 1996, (iv) our report dated February 4, 1997, with respect to the
combined statement of revenues and certain expenses of the New Jersey Portfolio
for the year ended December 31 1996, included in the Company's Form 8-K filed
with the Securities and Exchange Commission on February 19, 1997, (v) our
report dated January 16, 1997, with respect to the statement of revenues and
certain expenses of the Uniondale Office Property for the year ended December
31, 1996, included in the Company's Form 8-K filed with the Securities and
Exchange Commission on February 19, 1997 and (vi) our report dated January 17,
1997, with respect to the combined statement of revenues and certain expenses
of the Hauppague Portfolio for the year ended December 31, 1996, included in
the Company's Form 8-K filed with the Securities and Exchange Commission on
Febuary 19, 1997.
We also consent to the reference to our firm under the caption "Experts" in
such Registration Statement.
/s/ Ernst & Young LLP
New York, New York
March 6, 1997
