UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Reckson Associates Realty Corp.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
75621K106
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 30, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Item 1. Security and Issuer
This Amendment No. 1 (this "Amendment") amends the Schedule 13D filed on
November 27, 2006 with the Securities and Exchange Commission by High River,
Hopper, Barberry, Icahn Master, Icahn Offshore, CCI Offshore, Icahn Partners,
Icahn Onshore, CCI Onshore, Starfire, Highcrest, Buffalo, Meadow Star, Meadow
Partner, Beckton, API, AREP, AREH, Oil & Gas, O & G, Gas Corp. and Carl C.
Icahn.
This Amendment relates to the Common Stock, par value $.01 per share (the
"Shares"), of Reckson Associates Realty Corp., a Maryland corporation (the
"Issuer").
Item 2. Identity and Background
Item 2 is hereby amended by adding the following:
Icahn Reporting Persons
-----------------------
After the close of business on November 27, 2006, O & G distributed its
interests in Meadow Star to Oil & Gas which in turn distributed to AREH.
Following the distributions O & G and Oil & Gas ceased to be Icahn Reporting
Persons.
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following:
On November 30, 2006, Meadow Star, WH Rome Partners LLC and Mack-Cali
Realty, L.P. ("Mack-Cali") entered into an Amendment to the Agreement of Limited
Partnership of Rome Acquisition Limited Partnership (the "Partnership Agreement
Amendment") pursuant to which Mack-Cali was admitted to Rome as a limited
partner on the terms set forth therein. A copy of the Partnership Agreement
Amendment is filed herewith as an exhibit and incorporated herein by reference.
Following the admission of Mack-Cali as a partner, Rome sent a letter to
the Issuer requesting permission from the Issuer to allow Mack-Cali to
participate in Rome's due diligence with respect to the Issuer, which request
was granted.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by adding the following:
The Mack-Cali Reporting Persons (as hereinafter defined) are Mack-Cali and
Mack-Cali Realty Corporation, a Maryland Corporation ("Mack Realty," and
collectively, the "Mack-Cali Reporting Persons"). The Mack-Cali Reporting
Persons may be deemed to be members of a "group" with the Icahn Reporting
Persons and the Macklowe Reporting Persons within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). As
such, the group may be deemed to beneficially own (as that term is defined in
Rule 13d-3 under the Act) all of the Shares beneficially owned by Rome, the
Icahn Reporting Persons, the Macklowe Reporting Persons and the Mack-Cali
Reporting Persons. We were advised that as of the date of this filing, the
Mack-Cali Reporting Persons do not own any Shares and that the Mack-Cali
Reporting Persons disclaim beneficial ownership of any Shares. Nothing
contained herein shall be deemed to be an admission by any of the Icahn
Reporting Persons that they are the beneficial owners of Shares, if any,
beneficially owned by the Mack-Cali Reporting Persons.
Item 7. Material to be Filed as Exhibits
1. Partnership Agreement Amendment, dated as of November 30, 2006.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: November 30, 2006
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC
General Partner
By: Barberry Corp.
Sole member
By: /s/ Edward E. Matter
--------------------
Name: Edward E. Mattner
Title: Vice President
HOPPER INVESTMENTS LLC
By: Barberry Corp.
Sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Vice President
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Vice President
ICAHN PARTNERS MASTER FUND LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Executive Vice President
ICAHN OFFSHORE LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Executive Vice President
CCI OFFSHORE CORP.
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: President
[Signature Page to Schedule 13D Amendment No. 1 -
Reckson Associates Realty Corp.]
ICAHN PARTNERS LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Executive Vice President
ICAHN ONSHORE LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Executive Vice President
CCI ONSHORE CORP.
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: President
MEADOW STAR LLC
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: President
BECKTON CORP.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Secretary
[Signature Page to Schedule 13D Amendment No. 1 -
Reckson Associates Realty Corp.]
AMERICAN PROPERTY INVESTORS INC.
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
AMERICAN REAL ESTATE PARTNERS, L.P.
By: American Property Investors, Inc.
General partner
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP
By: American Property Investors, Inc.
General partner
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
AREH OIL & GAS CORP.
By: /s/ Hillel Moerman
------------------
Name: Hillel Moerman
Title: Chief Financial Officer
ROME ACQUISITION LIMITED PARTNERSHIP
By: MEADOW STAR LLC
General Partner
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: President
By: WH ROME PARTNERS LLC
General Partner
By: WH ROME INC.
Managing Member
By:
---------------------
Name: Harry Macklowe
Title: President
[Signature Page to Schedule 13D Amendment No. 1 -
Reckson Associates Realty Corp.]
/s/ Carl C. Icahn
-----------------
Carl C. Icahn
[Signature Page to Schedule 13D Amendment No. 1 -
Reckson Associates Realty Corp.]