SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 1
CURRENT REPORT
_____________
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 26, 1998
RECKSON ASSOCIATES REALTY CORP.
(Exact name of Registrant as specified in its Charter)
Maryland
(State of Incorporation)
1-13762 11-3233650
(Commission File Number) (IRS Employer Id. Number)
225 Broadhollow Road 11747
Melville, New York (Zip Code)
(Address of principal executive offices)
(516) 694-6900
(Registrant's telephone number, including area code)
This Form 8-K/A is being filed to update the Form 8-K filed on January 26,
1998.
ITEM 5. OTHER EVENTS
On January 22, 1998, Reckson Associates Realty Corp. ("Reckson")
announced that on January 16, 1998 Reckson Services Industries Inc. ("RSI"),
a subsidiary of Reckson Operating Partnership, L.P., filed a registration
statement on Form S-1 with the Securities and Exchange Commission (File No.
333-44419) to register shares of RSI's common stock in connection with the
spin-off distribution of such shares.
RSI has been formed to (i) identify and acquire interests in operating
companies that engage in businesses that provide services primarily directed
towards occupants of office, industrial and other property types that Reckson
may not be permitted to provide under Federal tax laws applicable to a real
estate investment trust ("REIT") or that Reckson has traditionally not
performed (collectively, "Real Estate-Related Services") and (ii) pursue real
estate investment opportunities outside of Reckson's traditional office and
industrial sectors while creating a "research and development" vehicle for
Reckson to explore and invest in alternative real estate sectors and thereby
providing the potential for Reckson to incorporate one or more of these
sectors into its core business.
RSI, directly or through its affiliates, intends to (i) provide various
Real Estate-Related Services to Reckson Operating Partnership, L.P. and its
tenants, and the tenants and customers of RSVP (as defined below) and RSI's
other affiliates and third parties, (ii) invest in and manage Reckson
Strategic Venture Partners, LLC ("RSVP"), a real estate venture capital fund
which has invested, and will continue to focus its investments, in real
estate and real estate-related operating companies outside of Reckson's
traditional office and industrial sectors and (iii) make or acquire (a) real
estate or real estate-related investments other than REIT-Qualified
Investments (as defined below) and (b) investments satisfying the Federal tax
laws applicable to REITs ("REIT-Qualified Investments") made available to
Reckson Operating Partnership, L.P. that it has chosen not to pursue. RSI,
directly or through its affiliates, may also act as a lessee and operator of
real estate owned by Reckson Operating Partnership, L.P. and others.
It is anticipated that RSI will enter into an agreement with Reckson
Operating Partnership, L.P. (the "Intercompany Agreement") pursuant to which
RSI and Reckson Operating Partnership, L.P. will agree to provide each other
with first opportunity rights in respect of certain types of transactions and
activities, thereby reducing the potential for conflicts of interest between
the parties by formalizing their relationship at the outset. Under the
Intercompany Agreement, RSI will grant Reckson Operating Partnership, L.P. a
right of first opportunity to make any REIT-Qualified Investment that it
develops or that otherwise becomes available to RSI. In addition, in the
event any such investment opportunity becomes available to an affiliate of
RSI (including RSVP), such affiliate will be required to allow Reckson
Operating Partnership, L.P. to participate in such investment opportunity to
the extent of RSI's interest, if any, therein. Finally, Reckson Operating
Partnership, L.P. will grant RSI a right of first opportunity to provide Real
Estate-Related Services to Reckson Operating Partnership, L.P. and its
tenants.
It is anticipated that Reckson Operating Partnership, L.P. will
establish a five-year credit facility with RSI (the "RSI Facility") comprised
of two tranches: a tranche of up to $100 million for RSI to meet its
commitment to RSVP (the "RSVP Tranche") and a $100 million tranche for RSI's
other funding needs (the "RSI Tranche"). Reckson Operating Partnership, L.P.
has approved the funding of investments of up to $100 million in or with
RSVP, through (i) any capital contributions made to RSI prior to the spin-off
distribution, (ii) advances under the RSVP Tranche of the RSI Facility or
(iii) joint venture investments in REIT-Qualified Investments with RSVP.
Certain executive officers and directors of Reckson will serve as
executive officers and directors of RSI.
It is anticipated that RSI's initial investments will be comprised of
(i) a letter of intent to acquire a 58.69% interest in On-Site Ventures
L.L.C. ("On-Site"), a company providing advanced telecommunication systems
and services within commercial and residential buildings, (ii) an option to
acquire a majority equity interest in a privately-held national executive
office suites business, and (iii) its interest in the assets of RSVP
(currently ACLC and Dobie Center (as defined below)).
ON-SITE. RSI has entered into a letter of intent to acquire a 58.69%
interest in On-Site, which has been formed as a joint venture to acquire and
hold 100% of the equity interests of OnSite Access LLC and OnSite Access
Local LLC (collectively, "OSA"). On-Site is engaged in the business of
installing state-of-the-art telecommunications infrastructure in commercial
and residential buildings and complexes, including wiring, cabling and
transmission equipment, and providing telecommunication, computer and
Internet services. OSA commenced operations in February 1997. Under the
terms of the letter of intent, RSI will make an initial capital commitment of
$6.5 million for a 58.69% interest in On-Site. An entity controlled by Jon L.
Halpern, a director of Reckson who is one of the founders of OSA, contributed
all of the assets used in the On-Site business and owns an interest in On-
Site.
OFFICE SUITES COMPANY. RSI has obtained an option from Reckson
Management Group, Inc., a company in which Reckson Operating Partnership owns
a 97% non-voting interest (the "Reckson Management Company"), to acquire a
majority interest in Interoffice Superholdings Corporation a holding company
of a national office suites business (the "Office Suites Company"). The
ROPartners Managing Directors (as defined below) each own a minority interest
in the Office Suites Company. RSI's option to acquire Reckson Management
Company's interest in the Office Suites Company has a five-year term and is
exercisable at any time at a price equal to Reckson Management Company's cost
in acquiring the interest plus 8% interest from the date on which Reckson
Management Company acquires its interest in the Office Suites Company.
Management has determined that RSI will not exercise its option to acquire
Reckson Management Company's interest in the Office Suites Company unless due
diligence and an audit of such company's financial statements have been
completed to its satisfaction.
To the extent RSI exercises its option to acquire the Office Suites
Company, RSI may seek to acquire a controlling ownership interest in Reckson
Executive Centers LLC. Reckson Executive Centers LLC currently operates at
nine of Reckson's properties encompassing approximately 100,800 rentable
square feet. Reckson Executive Centers LLC provides tenants with furnished
office suites and on-site support services including secretarial services,
telecommunication services and conference facilities.
REAL ESTATE VENTURE CAPITAL FUND. RSVP (formerly known as Reckson
Opportunity Partners, L.P. ("ROPartners")) has acquired an interest in two
investments: ACLC and the Dobie Center. Jon L. Halpern, a director of
Reckson, and Martin Rabinowitz were formerly managing directors of ROPartners
(the "ROPartners Managing Directors"). The ROPartners Managing Directors
will each own minority interests in ACLC and the Dobie Center and have
certain rights for additional investment in that platform. The ROPartners
Managing Directors will not have any involvement in the future investments
and operations of RSVP.
ACLC. RSVP has acquired a 331/3% interest in a joint venture that owns
a 76.09% interest in American Campus Lifestyles Companies, LLC ("ACLC"), a
student housing enterprise which develops, constructs, manages and acquires on-
and off-campus student housing projects, for $1.51 million. RSVP is
negotiating to acquire an additional interest in such joint venture. The
ROPartners Managing Directors each own an interest in such joint venture.
ACLC currently manages approximately 3,600 student beds in several different
projects located in Texas, Oklahoma and Florida.
DOBIE CENTER. RSVP has acquired a 331/3% interest in a joint venture
that owns a 70% interest in the Dobie Center (the "Dobie Center"), a 27-story
off-campus student housing project located directly opposite the campus of
the University of Texas at Austin, for $3.62 million. The ROPartners
Managing Directors each own a minority interest in such joint venture.
The transactions described above involve various risks including risks
associated with the limited assets that RSI owns, RSI's lack of operating
history, management's lack of experience in certain sectors in which RSI is
expected to operate, potential conflicts of interest between Reckson and its
affiliates and RSI and its affiliates, RSI's dependence on Reckson Operating
Partnership, L.P., RSI's current limited access to the capital markets and
other funding sources, the existence of certain antitakeover provisions
applicable to RSI, the limited trading of the RSI Common Stock and RSI's
intention not to pay any dividends in the foreseeable future.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
None
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 thereunto duly authorized.
RECKSON ASSOCIATES REALTY CORP.
/s/ J. Michael Maturo
-----------------------------------------
J. Michael Maturo
Executive Vice President
and Chief Financial Officer
Date: February 12, 1998
