UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 12, 2006
RECKSON ASSOCIATES REALTY CORP.
and
RECKSON OPERATING PARTNERSHIP, L.P.
(Exact name of each Registrant as specified in its Charter)
Reckson Associates Realty Corp. - Maryland Reckson Associates Realty Corp. -
Reckson Operating Partnership, L.P. - Delaware 11-3233650
(State or other jurisdiction of incorporation or organization) Reckson Operating Partnership, L.P. -
11-3233647
(IRS Employer ID Number)
225 Broadhollow Road 11747
Melville, New York (Zip Code)
(Address of principal executive offices)
1-13762
(Commission File Number)
(631) 694-6900
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrants under any of
the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
The Board of Directors of Reckson Associates Realty Corp. (the
"Company") has authorized the re-institution of the Company's common stock
repurchase program, which had been inactive since March 2003. Pursuant to the
authority granted by the Board, the Company may repurchase up to an aggregate
of five million shares of its common stock.
Item 1.01. Entry into a Material Definitive Agreement.
Employment Agreement Extensions. On June 12, 2006, the Company entered
into agreements with each of Scott H. Rechler, Chief Executive Officer of the
Company, Michael Maturo, President and Chief Financial Officer of the Company,
and Jason Barnett, Senior Executive Vice President--Corporate Initiatives and
General Counsel of the Company, pursuant to which the terms of such officers'
amended and restated employment and noncompetition agreements were extended in
all respects through December 31, 2006. In accordance with the terms of each
such officer's amended and restated severance agreement, the term and duration
of his amended and restated severance agreement is identical to the term and
duration of his amended and restated employment and noncompetition agreement.
A copy of the agreement with Mr. Rechler is filed as Exhibit 10.1 hereto.
Amendments to 2006 Restricted Equity Awards to Extend Vesting Period. On
June 12, 2006, the vesting period for the restricted equity awards (the "2006
Restricted Equity Awards") granted on April 4, 2006 to each of Scott H.
Rechler, Chief Executive Officer of the Company, Michael Maturo, President and
Chief Financial Officer of the Company, Jason Barnett, Senior Executive Vice
President--Corporate Initiatives and General Counsel of the Company, Salvatore
Campofranco, Chief Operating Officer of the Company, F. D. Rich, Chief
Administrative Officer of the Company, and Philip Waterman, Chief Development
Officer and Managing Director of the New York City Division of the Company,
were extended so that the 2006 Restricted Equity Awards will become vested
over a four-year period in lieu of a two-year period. Specifically, 25% of
each officer's 2006 Restricted Equity Awards will become vested on each of
December 31, 2007, December 31, 2008, December 31, 2009 and December 31, 2010
(each, an "Annual Vesting Date"), provided that the officer remains in
continuous employment with the Company until such dates and the Company has
achieved certain specified performance requirements during the year ending
December 31, 2006. If the performance requirements are not met in 2006, the
2006 Restricted Equity Awards will become vested on any subsequent Annual
Vesting Date on which the performance requirements are met on a cumulative and
compounded basis. A copy of Mr. Rechler's election to extend the vesting
period is filed as Exhibit 10.2 hereto.
Also on June 12, 2006, the vesting period for the restricted equity
awards (the "2005 Restricted Equity Awards") granted on March 11, 2005 to
Scott H. Rechler, Chief Executive Officer of the Company, was similarly
extended. Specifically, 25% of the 2005 Restricted Equity Awards will become
vested on each of December 31, 2006, December 31, 2007, December 31, 2008 and
December 31, 2009, provided that Mr. Rechler remains in continuous employment
with the Company until such dates. A copy of Mr. Rechler's election to extend
the vesting period is filed as Exhibit 10.3 hereto.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Agreement for Extension of Employment and Noncompetition
Agreement, dated as of June 12, 2006, by and between the
Company and Scott H. Rechler*
10.2 Election, dated as of June 12, 2006, to Extend the Vesting
Period in Long-Term Incentive Plan OP Unit Award Agreement,
dated as of April 4, 2006, by and among the Company, Reckson
Operating Partnership, L.P. (the "Operating Partnership")
and Scott H. Rechler**
10.3 Election, dated as of June 12, 2006, to Extend the Vesting
Period in Long-Term Incentive Plan OP Unit Award Agreement,
dated as of March 11, 2005, by and among the Company, the
Operating Partnership and Scott H. Rechler
--------------------
* Each of Michael Maturo and Jason Barnett has entered into an Agreement
for Extension of Employment and Noncompetition Agreement, dated as of
June 12, 2006, with the Company. These agreements are identical in all
material respects to the Agreement for Extension of Employment and
Noncompetition Agreement for Scott H. Rechler filed herewith.
** Each of Michael Maturo, Jason Barnett, Salvatore Campofranco, F. D. Rich
and Philip Waterman has entered into an Election, dated as of June 12,
2006, to Extend the Vesting Period in Long-Term Incentive Plan OP Unit
Award Agreement, dated as of April 4, 2006, with the Company and the
Operating Partnership. These elections are identical in all material
respects to the Election, dated as of June 12, 2006, to Extend the
Vesting Period in Long-Term Incentive Plan OP Unit Award Agreement,
dated as of April 4, 2006, for Scott H. Rechler filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Michael Maturo
--------------------------------------
Michael Maturo
President and Chief Financial Officer
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp.,
its General Partner
By: /s/ Michael Maturo
--------------------------------------
Michael Maturo
President and Chief Financial Officer
Date: June 13, 2006
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