SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 2
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 No. 2 is being filed to update the Form 8-K filed on January
26, 1998 and the Form 8-KA No. 1 filed on or about February 12, 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. Amendment No. 1 to such Registration
Statement was filed with the Commission on April 3, 1998.
RSI has been formed primarily to identify and acquire interests in
operating companies that engage in businesses that provide services for
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 have not traditionally been performed by
Reckson (collectively, "Commercial Services"). RSI will also pursue real
estate or real estate related investment opportunities through Reckson
Strategic Venture Partners, LLC ("RSVP"), a real estate venture capital fund
created as a "research and development" vehicle for Reckson to explore and
invest in real estate sectors outside of its traditional office and
industrial sectors, thereby providing the potential for Reckson to
incorporate one or more of these alternative sectors into its core business.
RSVP may 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 that it has
chosen not to pursue.
RSI will enter into an agreement with Reckson Operating Partnership (the
"Intercompany Agreement") pursuant to which RSI and Reckson Operating
Partnership 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 to participate in
such investment opportunity to the extent of RSI's interest, if any, therein.
Finally, Reckson Operating Partnership will grant RSI a right of first
opportunity to provide Commercial Services to Reckson Operating Partnership
and its tenants.
RSI, through a subsidiary, is a managing member of RSVP. RSVP's
strategy is to identify and acquire interests in established entrepreneurial
enterprises with experienced management teams in market sectors which are in
the early stages of their growth cycle or offer unique circumstances for
attractive investments. RSVP has made an investment in the area of student
housing and is targeting additional market sectors. RSVP Holdings LLC, the
managing member of RSVP, has retained Mr. Seth B. Lipsay and Mr. Steven H.
Shepsman to manage the day-to-day operation of RSVP, subject to the strategic
direction of RSI. Mr. Lipsay previously served as a Managing Director of
PaineWebber Real Estate Securities Inc. and Mr. Shepsman served as regional
managing partner of the E&Y Kenneth Leventhal Real Estate Group of Ernst &
Young LLP. RSI has committed to invest up to $100 million in RSVP
over a period of three years. RSVP has obtained a $200 million
preferred equity facility from PaineWebber Real Estate Securities
Inc. ("PWRES"). Such investment by PWRES is expected to be partially funded
by an investment fund that is jointly sponsored by financier George Soros and
PWRES.
RSI expects to establish a credit facility with Reckson Operating
Partnership (the "RSI Facility") in the amount of $100 million for RSI's
service sector operations and other general corporate purposes. In addition,
Reckson Operating Partnership has approved the funding of investments of up
to $100 million with or in RSVP, through (i) loans for the funding of RSVP
investments prior to the Distribution, (ii) RSVP-controlled joint venture
REIT-Qualified Investments, or (iii) advances made to RSI subsequent to the
Distribution under a credit facility with terms similar to those of the RSI
Facility.
Certain executive officers and directors of Reckson will serve as
executive officers and directors of RSI.
RSI is commencing a rights offering (the "Rights Offering") for purposes
of (i) funding certain organizational and start-up costs and short-term
losses of the Company, (ii) providing RSI sufficient initial equity capital
in order to pursue its business objectives, (iii) providing capital towards
meeting minimum capital requirements to commence trading in the future on an
organized trading system and (iv) maintaining an appropriate capital
structure.
Concurrently with the Distribution of RSI common stock, RSI will grant
to its stockholders (collectively, "Holders") one right ("Subscription
Right") for each share owned by a stockholder. Each Subscription Right will
entitle the Holder to purchase one share of RSI common stock at a purchase
price of $1.04 per share (the "Exercise Price") and, at the election of such
Holder, four additional shares (but not less than four additional shares) at
a purchase price of $1.04 per share. Holders may exercise their Subscription
Rights in respect of one or five shares of RSI common stock that they are
entitled to purchase pursuant to each Subscription Right. Holders will not
be permitted to purchase more than one share and less than five shares in
respect of a Subscription Right. Holders of Subscription Rights will have
the opportunity to acquire up to an aggregate of approximately 20,310,050
shares of RSI common stock.
It is anticipated that RSI and an entity owned by certain members of
management of RSI (the "Standby Purchaser") will enter into a Standby
Agreement pursuant to which the Standby Purchaser will agree to purchase, and
RSI will agree to sell, any and all shares of RSI common stock that were the
subject of Subscription Rights in the Rights Offering but were not subscribed
for by the Holders thereof on the expiration date of the Rights Offering at
the Exercise Price.
RSI's initial investments are comprised of (i) convertible loans made to
OnSite Ventures, L.L.C. ("OnSite"), a company providing advanced
telecommunications systems and services within commercial and residential
buildings and/or building complexes, (ii) a 9.9% equity interest in Reckson
Executive Centers LLC, an executive office suites business operated at
Reckson's properties that was acquired from Reckson Operating Partnership for
an aggregate purchase price of $200,000, and an option to acquire a majority
equity interest in InterOffice (Superholdings) Corporation (the "Office
Suites Company"), a joint venture that owns 100% of InterOffice (Holdings)
Corporation, a national executive office suites business, (iii) RSI's
indirect interest in the assets of RSVP (currently interests in American
Campus Lifestyles Companies, LLC, a student housing enterprise that develops,
constructs, manages and acquires on-and off-campus student housing projects,
and the Dobie Center, a student housing facility).
ONSITE. On February 20, 1998, RSI entered into a contract to acquire
through its wholly-owned subsidiary, RSI-OSA Holding Inc., an interest in
OnSite, which has been formed as a joint venture entity to acquire and hold
100% of the equity interests of OnSite Access LLC and OnSite Access Local LLC
(collectively, "OSA"). OSA 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. The OnSite transaction has been
closed in escrow pending the receipt of regulatory approvals from the Federal
Communications Commission, the State of New York and the State of
Connecticut, and as of the date hereof RSI has made certain convertible loans
to OnSite pending regulatory approval. Although such approvals are pending
and management believes that such approvals will be obtained, there can be no
assurance that the approvals will be received.
EXECUTIVE OFFICE SUITES. RSI has obtained a 9.9% ownership interest in
Reckson Executive Centers LLC, an executive office suites business which
currently operates at nine of Reckson's properties encompassing approximately
100,800 rentable square feet. RSI has acquired the 9.9% interest in Reckson
Executive Centers LLC from Reckson Operating Partnership for a purchase price
of $200,000. Reckson Executive Centers LLC provides tenants with furnished
office suites and immediate support services, including secretarial services,
telecommunication services and conference facilities. In addition, RSI is
presently seeking to acquire a portion of the remaining 90.1% interest from
the owner of such interest, who presently manages the day-to-day operations
of Reckson Executive Centers LLC. Such owner, Arnold Widder, also currently
serves as a non-executive officer of Reckson.
RSI has also 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 equity interest in
the Office Suites Company. Reckson Management Company closed the acquisition
of the Office Suites Company in January 1998. Jon L. Halpern, a director of
the Company, owns a 22.75% 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 carrying
costs from the date of acquisition. Management has determined that RSI will
not exercise its option to acquire Reckson Management Company's interest in
the Office Suites Company unless significant due diligence and an audit of
such company's financial statements have been completed to its satisfaction.
INITIAL INVESTMENTS OF RSVP. RSVP has acquired an indirect interest in
two investments: ACLC and Dobie Center. Jon L. Halpern, a director of the
Company, owns a 331/3% interest in the joint venture that owns 76.09% of ACLC
and a 331/3% interest in the joint venture that owns 70% of the Dobie Center.
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 in cash. RSVP is
negotiating to acquire an additional interest in such joint venture. ACLC
currently manages approximately 3,600 student beds in several different
projects located in Texas, Oklahoma and Florida.
RSVP has acquired a 331/3% interest in a joint venture that owns a 70%
interest in 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 in cash. The Dobie Center is one of the nation's largest
off-campus student housing facilities, with a student residential tower of
504 rooms accommodating approximately 950 students, a two story student
oriented retail shopping mall comprising 70,000 rentable square feet and a
six story parking garage accommodating up to 668 cars.
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: April 6, 1998
