Reckson Associates Realty Corp.
225 Broadhollow Road
Melville, New York 11747
(Phone) (631) 694-6900
(Facsimile) (631) 622-6790
Contact: Scott Rechler, President and Co-CEO
Michael Maturo, CFO
For Immediate Release
RECKSON ASSOCIATES REALTY CORP. ANNOUNCES
SHAREHOLDER RIGHTS PLAN
(MELVILLE, NEW YORK, OCTOBER 16, 2000) - RECKSON ASSOCIATES REALTY
CORP. (NYSE: RA) today announced that its Board of Directors has adopted a
Shareholder Rights Plan designed to protect shareholders from various abusive
takeover tactics, including attempts to acquire control of the Company at an
inadequate price, depriving shareholders of the full value of their investment.
The Plan is designed to allow the Board of Directors to secure the best
available transaction for all the Company's shareholders. The Plan was not
adopted in response to any known effort to acquire control of the Company.
"In view of current stock market conditions, we decided it was in the
best interest of our shareholders that we join the significant number of
REITs that have adopted Shareholder Rights Plans," commented Donald Rechler,
Reckson's Chairman and Co-Chief Executive Officer. Mr. Rechler continued,
"We believe this is consistent with our continuing emphasis on maintaining
strong corporate governance and optimizing long-term shareholder value."
Under the Plan, each shareholder will receive a dividend of one Right for
each share of the Company's outstanding class A common stock. The Rights will
be exercisable only if a person or group acquires, or announces their intent
to acquire, 15% or more of Reckson's class A common stock, or announces a
tender offer the consummation of which would result in beneficial ownership
by a person or group of 15% or more of the class A common stock. Each Right
will entitle the holder to purchase one one-thousandth of a share of new series
of junior participating preferred stock of the Company at an initial exercise
price of $84.44.
If any person acquires beneficial ownership of 15% or more of the
outstanding shares of class A common stock, then all Rights holders except
the acquiring person will be entitled to purchase the Company's stock at a
price discounted from the then market price. If the Company is acquired in a
merger after such an acquisition, all Rights holders except the acquiring
person will also be entitled to purchase stock in the buyer at a discount in
accordance with the Plan.
The distribution of Rights will be made to class A common shareholders of
record at the close of business on October 27, 2000 and shares of class A
common stock that are newly-issued after that date (including shares of class A
common stock issued upon conversion of the outstanding class B common stock)
will also carry Rights until the Rights become detached from the class A common
stock. The Rights will expire at the close of business on October 13, 2010,
unless earlier redeemed by the Company. The Rights distribution is not taxable
to stockholders.
Details of the Plan are included with a letter which will be mailed to
holders of class A common stock of the Company.
Reckson Associates Realty Corp. is a self-administered and self-managed
real estate investment trust (REIT) specializing in the acquisition, leasing,
financing, management and development of office and industrial properties.
Reckson's core strategy is focused on the markets surrounding
and including New York City. The Company is one of the largest publicly
traded owners and managers of Class A office and industrial properties in the
New York Tri-State area, with 186 properties comprised of approximately 20.8
million square feet either owned and controlled, directly or indirectly, or
under contract. For additional information on Reckson Associates Realty
Corp. please visit the Company's web site at www.reckson.com.
---------------
