| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 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): | December 5, 2006 |
| Reckson Associates Realty Corp. |
| and |
| Reckson Operating Partnership, L.P. |
| (Exact Name of Registrant as Specified in its Charter) |
| Reckson Associates Realty Corp. – | Reckson Associates Realty Corp. – | |||
| Maryland | 11-3233650 | |||
| Reckson Operating Partnership, L.P. – | Reckson Operating Partnership, L.P. – | |||
| Delaware | 1-13762 | 11-3233647 | ||
| (State or other jurisdiction of | (Commission File | (IRS Employer Identification | ||
| incorporation) | Number) | Number) |
| 625 Reckson Plaza |
| Uniondale, New York 11556 |
| (Address of principal executive offices) |
| 516-506-6000 |
| ———————————————————————— |
| (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 registrant under any of the | ||
| following provisions: | ||
| [x] | 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. | |
| On December 4, 2006, Reckson Associate Realty Corp.'s ("Reckson") | ||
| board of directors, by a vote of its independent directors, determined that the | ||
| proposal from American Real Estate Partners, L.P. ("AREP") raised significant | ||
| financial and legal issues and issued a press release announcing its determination | ||
| and its decision to proceed with Reckson's special meeting of shareholders on | ||
| December 6, 2006. Reference is hereby made to the press release, attached hereto | ||
| as Exhibit 99.1, and incorporated herein by reference. Accordingly, Reckson has | ||
| terminated all discussions or negotiations with entities associated with AREP. | ||
|
Item 9.01 |
Financial Statements and Exhibits | |
|
| ||
| Exhibit No. | Description | |
| 99.1 | Press Release, dated December 5, 2006 |
| SIGNATURE |
| Pursuant to the requirements of the Securities Exchange Act of 1934, as |
| amended, the registrant has duly caused this report to be signed on its behalf by |
| the undersigned hereunder duly authorized. |
| RECKSON ASSOCIATES REALTY | ||
| CORP. | ||
| By: /s/ Michael Maturo | ||
|
| ||
| Name: | Michael Maturo | |
| Title: | President, Chief Financial | |
| Officer and Treasurer | ||
| RECKSON OPERATING | ||
| PARTNERSHIP, L.P. | ||
| By: Reckson Associates Realty Corp., its | ||
| General Partner | ||
| By: /s/ Michael Maturo | ||
|
| ||
| Name: | Michael Maturo | |
| Title: | President, Chief Financial | |
| Officer and Treasurer | ||
Date: December 5, 2006
EXHIBIT INDEX
| Exhibit | Description | |
| Number | ||
| 99.1 | Press Release, dated December 5, 2006 | |