SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RECKSON ASSOCIATES REALTY CORP.
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(Exact name of registrant as specified in its charter)
Maryland 11-3233650
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
225 Broadhollow Road
Melville, New York 11747
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered.
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On October 13, 2000, the Board of Directors of Reckson Associates
Realty Corp. (the "Corporation") authorized a dividend distribution of one
preferred share purchase right (a "Right") for each outstanding share of
common stock, par value $.01 per share (the "Common Shares"), of the
Corporation. The dividend is payable to the stockholders of record on
October 27, 2000 (the "Record Date"), and with respect to Common Shares
issued thereafter until the Distribution Date (as defined below) and, in
certain circumstances, with respect to Common Shares issued after the
Distribution Date. Except as set forth below, each Right, when it becomes
exercisable, entitles the registered holder to purchase from the
Corporation one one-thousandth of a share of Series C Junior Participating
Preferred Stock, $.01 par value per share (the "Preferred Shares"), of the
Corporation at a price of $84.44 per one one-thousandth of a Preferred
Share (the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Corporation and American Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agent"), dated as of October 13,
2000.
Concurrently with the Corporation's declaration of a dividend
distribution of Rights, the Corporation's primary subsidiary, Reckson
Operating Partnership, L.P. (the "Partnership") has declared a dividend
distribution to its common unitholders (including the Corporation) of
preferred unit purchase rights. These preferred unit purchase rights are
analogous to the Rights and carry rights and terms entitling the
Partnership's common unitholders to similar benefits as those conveyed to
holders of Common Shares upon a "Distribution Date" (as defined below).
Initially, the Rights will be attached to all certificates
representing Common Shares then outstanding, and no separate Right
Certificates will be distributed. The Rights will separate from the Common
Shares upon the earliest to occur of (i) the date of first public
announcement that an Acquiring Person (as defined below) has become such;
or (ii) 10 days (or such later date as the Board may determine) following
the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in a person
or group becoming an Acquiring Person (as defined below) (the earliest of
such dates being called the "Distribution Date"). Subject to certain
exceptions, an "Acquiring Person" is any person who or which together with
all affiliates and associates is the beneficial owner of 15% or more of the
outstanding Common Shares (except pursuant to a Permitted Offer (as defined
below)). The date of first public announcement that a person or group has
become an Acquiring Person is the "Shares Acquisition Date." The Rights
Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares. Until the Distribution
Date (or earlier redemption or expiration of the Rights) new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration
of the Rights), the surrender for transfer of any certificates for Common
Shares outstanding as of the Record Date will also constitute the transfer
of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date,
separate certificates representing the Rights ("Right Certificates") will
be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date (and to each initial record holder of
certain Common Shares issued after the Distribution Date), and such
separate Right Certificates alone will represent the Rights.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on October 13, 2010, unless earlier
redeemed by the Corporation as described below.
In the event that any person becomes an Acquiring Person or an
affiliate or associate thereof (except pursuant to a tender or exchange
offer which is for all outstanding Common Shares at a price and on terms
which a majority of certain members of the Board of Directors determines to
be adequate and in the best interests of the Corporation and its
stockholders, other than such Acquiring Person, its affiliates and
associates (a "Permitted Offer")), each holder of a Right will thereafter
have the right (the "Flip-In Right") to receive upon exercise the number of
Common Shares or one one-thousandths of a Preferred Share (or, in certain
circumstances, other securities of the Corporation) having a value
(immediately prior to such triggering event) equal to two times the
exercise price of the Right. Notwithstanding the foregoing, following the
occurrence of the event described above, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person or any affiliate or associate thereof will be
null and void.
In the event that, at any time following the Shares Acquisition
Date, (i) the Corporation is acquired in a merger or other business
combination transaction in which the holders of all of the outstanding
Common Shares immediately prior to the consummation of the transaction are
not the holders of all of the surviving corporation's voting power, or (ii)
more than 50% of the Corporation's assets or earning power is sold or
transferred, in either case with or to an Acquiring Person or any affiliate
or associate or any other person in which such Acquiring Person, affiliate
or associate has an interest or any person acting on behalf of or in
concert with such Acquiring Person, affiliate or associate, or, if in such
transaction all holders of Common Shares are not treated alike, any other
person, then each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the right (the
"Flip-Over Right") to receive, upon exercise, common shares of the
acquiring company (or in certain circumstances, its parent) having a value
equal to two times the exercise price of the Right. The holder of a Right
will continue to have the Flip-Over Right whether or not such holder
exercises or surrenders the Flip-In Right.
The Purchase Price payable, and the number of Preferred Shares,
Common Shares or other securities issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders
of the Preferred Shares of certain rights or warrants to subscribe for or
purchase Preferred Shares at a price, or securities convertible into
Preferred Shares with a conversion price, less than the then current market
price of the Preferred Shares or (iii) upon the distribution to holders of
the Preferred Shares of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of one
one-thousandths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment in the event of a stock split of the Common
Shares or a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $10.00 per share but, if
greater, will be entitled to an aggregate dividend per share of 1,000 times
the dividend declared per Common Share. In the event of liquidation, the
holders of the Preferred Shares will be entitled to the greater of (i) a
minimum preferential liquidation payment of $10.00 per share and (ii) an
aggregate payment per share of 1,000 times the aggregate payment made per
Common Share. The Preferred Shares rank junior to all other classes and
series of the Corporation's preferred stock with respect to dividends and
upon liquidation, unless the terms of such other series provides otherwise.
These rights are protected by customary antidilution provisions. In the
event that the amount of accrued and unpaid dividends on the Preferred
Shares is equivalent to six full quarterly dividends or more, the holders
of the Preferred Shares, subject to certain limitations, shall have the
right, voting as a class, to elect two directors in addition to the
directors elected by the holders of the Common Shares until all cumulative
dividends on the Preferred Shares have been paid through the last quarterly
dividend payment date.
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued
(other than fractions which are one one-thousandth or integral multiples of
one one-thousandth of a Preferred Share, which may, at the election of the
Corporation, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading day prior to the date of exercise.
At any time prior to the earlier to occur of (i) a person becoming
an Acquiring Person or (ii) the expiration of the Rights, and under certain
other circumstances, the Corporation may redeem the Rights in whole, but
not in part, at a price of $0.01 per Right (the "Redemption Price") which
redemption shall be effective upon the action of the Board of Directors.
Additionally, following the time a person becomes an Acquiring Person and
subject to certain other conditions, the Corporation may redeem the then
outstanding Rights in whole, but not in part, at the Redemption Price, in
certain circumstances, including redemption in connection with a merger or
other business combination transaction or series of transactions involving
the Corporation in which all holders of Common Shares are treated alike but
not involving (other than as a holder of Common Shares being treated like
all other holders) an Acquiring Person or its affiliates or associates (or
certain persons acting on behalf or in concert with such person, affiliates
or associates). The payment of the Redemption Price may be deferred under
certain circumstances as contemplated in the Rights Agreement.
All of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Corporation prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board of Directors in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests
of holders of Rights (excluding the interests of any Acquiring Person), or,
subject to certain limitations, to shorten or lengthen any time period
under the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Corporation, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders of the
Corporation, stockholders may, depending upon the circumstances, recognize
taxable income should the Rights become exercisable or upon the occurrence
of certain events thereafter.
Attached hereto as Exhibit 1 and incorporated by reference are a
copy of the Rights Agreement between the Corporation and American Stock
Transfer & Trust Company, specifying the terms of the Rights, and the
exhibits thereto, as follows: Exhibit A - Form of Articles Supplementary of
Reckson Associates Realty Corp. Exhibit B - Form of Right Certificate; and
Exhibit C - Summary of Rights to Purchase Preferred Shares. The foregoing
description of the Rights is qualified by reference to the Rights Agreement
and the exhibits thereto.
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Item 2. Exhibits.
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1. Rights Agreement (the "Rights Agreement") dated as of
October 13, 2000 between Reckson Associates Realty
Corp. and American Stock Transfer & Trust Company,
which includes, as Exhibit A thereto, the Forms of
Articles Supplementary of Reckson Associates Realty
Corporation, as Exhibit B thereto, the Form of Right
Certificate, and as Exhibit C thereto, the Summary of
Rights to Purchase Preferred Shares (incorporated by
reference to Exhibit 4 to the registrant's current
report on Form 8-K filed with the Commission on October
17, 2000).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
RECKSON ASSOCIATES REALTY CORP.
By /s/ J. Michael Maturo
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Name: J. Michael Maturo
Title: Executive Vice President, Treasurer
Chief Financial Officer
Date: October 13, 2000
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EXHIBIT INDEX
Exhibit Description Page
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1. Rights Agreement (the "Rights Agreement") dated
as of October 13, 2000 between Reckson
Associates Realty Corp. and American Stock
Transfer & Trust Company, which includes, as
Exhibit A thereto, the Forms of Articles
Supplementary of Reckson Associates Realty
Corporation, as Exhibit B thereto, the Form of
Right Certificate, and as Exhibit C thereto, the
Summary of Rights to Purchase Preferred Shares.
