SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Under Rule 14a-12
RECKSON ASSOCIATES REALTY CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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PRESS RELEASE
RECKSON ASSOCIATES REALTY CORP.
625 RECKSON PLAZA
UNIONDALE, NY 11556
(516) 506-6000 (PHONE)
(516) 506-6800 (FACSIMILE)
CONTACT: SCOTT RECHLER, CEO
MICHAEL MATURO, PRESIDENT AND CFO
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FOR IMMEDIATE RELEASE
ISS RECOMMENDS RECKSON SHAREHOLDERS VOTE "FOR"
PROPOSED MERGER WITH SL GREEN REALTY CORP.
(UNIONDALE, NEW YORK, NOVEMBER 10, 2006) - RECKSON ASSOCIATES REALTY CORP.
(NYSE: RA) today announced that Institutional Shareholder Services (ISS), one of
the nation's leading independent proxy advisory services, recommended that
Reckson shareholders vote "FOR" the proposed merger with SL Green Realty Corp.
(NYSE: SLG) at Reckson's November 22, 2006 special meeting of shareholders. ISS
provides voting advice to hundreds of institutional investors, mutual and
pension funds, money managers and other fiduciaries.
In recommending that Reckson shareholders vote "FOR" the proposed merger with SL
Green, ISS stated in their November 9, 2006 report that:
--"On balance, we believe that this transaction warrants shareholder
support."
In support of its conclusion, ISS noted the following: the competitive bidding
process leading up to the transaction, the transaction's unanimous approval by
an independent special committee of Reckson's Board, that SL Green was
incentivized to accept the highest possible bid for the sale of the non-core
assets to a management-led investor group, and that there was an auction process
under which the non-core assets were "re-shopped" to the auction participants.
ISS also noted that if shareholders reject the proposed merger, it was unlikely
that the company's share price would continue to trade at levels near the merger
consideration.
"We are pleased that, after a thorough analysis, ISS is recommending that
Reckson shareholders vote to support the Company's combination with SL Green,"
said Scott Rechler, Chief Executive Officer of Reckson. "We fully agree with ISS
that this transaction warrants shareholder support and urge Reckson shareholders
to vote 'FOR' the proposed SL Green merger promptly."
Reckson's Board of Directors recommends shareholders to VOTE TODAY FOR THE
PROPOSED MERGER, after reading the definitive proxy materials and other relevant
documents filed with the SEC which contain important information about Reckson
and the
proposed transaction. Shareholders may vote their shares by telephone,
via the internet or by signing, dating and returning the proxy card in the
envelope provided that they recently received in the mail. Shareholders are
advised that if they have any questions or need any assistance in voting their
shares, they should contact Reckson's proxy solicitor, Innisfree M&A
Incorporated, by telephone toll-free at 1-888-750-5834.
Reckson is a self-administered and self-managed real estate investment trust
(REIT) specializing in the acquisition, leasing, financing, management and
development of Class A office properties.
Reckson is one of the largest publicly traded owners, managers and developers of
Class A office properties in the New York Tri-State area and wholly owns, or has
substantial interests in, a total of 101 properties comprised of approximately
20.2 million square feet. For additional information on Reckson, please visit
the Company's web site at www.reckson.com.
IMPORTANT INFORMATION AND WHERE TO FIND IT
Reckson and SL Green have filed a definitive proxy statement/prospectus as part
of a registration statement regarding the proposed transaction with the
Securities and Exchange Commission (SEC) on October 19, 2006. Investors and
security holders are urged to read the proxy statement/prospectus because it
contains important information about SL Green and Reckson and the proposed
transaction. Investors and security holders may obtain a free copy of the
definitive proxy statement/prospectus and other documents filed by SL Green and
Reckson with the SEC at the SEC's website at www.sec.gov. The definitive proxy
statement/prospectus and other relevant documents may also be obtained free of
charge from SL Green or Reckson by directing such request to: SL Green, 420
Lexington Avenue, New York, NY 10170, Attention: Investor Relations, or Reckson,
625 Reckson Plaza, Uniondale, NY 11556, Attention: Investor Relations. Investors
and security holders are urged to read the proxy statement, prospectus and other
relevant material before making any voting or investment decisions with respect
to the merger.
CERTAIN MATTERS DISCUSSED HEREIN, INCLUDING GUIDANCE CONCERNING THE COMPANY'S
FUTURE PERFORMANCE, ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALTHOUGH THE COMPANY BELIEVES
THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON
REASONABLE ASSUMPTIONS, FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF RESULTS
AND NO ASSURANCE CAN BE GIVEN THAT THE EXPECTED RESULTS WILL BE DELIVERED. SUCH
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS, TRENDS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPECTED. AMONG THOSE RISKS, TRENDS AND UNCERTAINTIES ARE THE GENERAL ECONOMIC
CLIMATE, INCLUDING THE CONDITIONS AFFECTING INDUSTRIES IN WHICH OUR PRINCIPAL
TENANTS COMPETE; FINANCIAL CONDITION OF OUR TENANTS; CHANGES IN THE SUPPLY OF
AND DEMAND FOR OFFICE PROPERTIES IN THE NEW YORK TRI-STATE AREA; CHANGES IN
INTEREST RATE LEVELS; CHANGES IN THE COMPANY'S CREDIT RATINGS; CHANGES IN THE
COMPANY'S COST OF AND ACCESS TO CAPITAL; DOWNTURNS IN RENTAL RATE LEVELS IN OUR
MARKETS AND OUR ABILITY TO LEASE OR RE-LEASE SPACE IN A TIMELY MANNER AT CURRENT
OR ANTICIPATED RENTAL RATE LEVELS; THE AVAILABILITY OF FINANCING TO US OR OUR
TENANTS; CHANGES IN OPERATING COSTS, INCLUDING UTILITY, REAL ESTATE TAXES,
SECURITY AND INSURANCE COSTS; REPAYMENT OF DEBT OWED TO THE COMPANY BY THIRD
PARTIES; RISKS ASSOCIATED WITH JOINT VENTURES; LIABILITY FOR UNINSURED LOSSES OR
ENVIRONMENTAL MATTERS; RISKS THAT THE COMPANY'S SHAREHOLDERS DO NOT APPROVE THE
TRANSACTION WITH SL GREEN, THAT THE OTHER CLOSING CONDITIONS TO THE TRANSACTION
WITH SL GREEN ARE NOT MET AND/OR THAT THE TRANSACTION WITH SL GREEN IS DELAYED
OR NOT CONSUMMATED, AND OTHER RISKS ASSOCIATED WITH THE DEVELOPMENT AND
ACQUISITION OF PROPERTIES, INCLUDING RISKS THAT DEVELOPMENT MAY NOT BE COMPLETED
ON SCHEDULE, THAT THE TENANTS WILL NOT TAKE OCCUPANCY OR PAY RENT, OR THAT
DEVELOPMENT OR OPERATING COSTS MAY BE GREATER THAN ANTICIPATED. FOR FURTHER
INFORMATION ON FACTORS THAT COULD IMPACT RECKSON, REFERENCE IS MADE TO RECKSON'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. RECKSON UNDERTAKES NO
RESPONSIBILITY TO UPDATE OR SUPPLEMENT INFORMATION CONTAINED IN THIS PRESS
RELEASE.
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