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)
Roger W. Thomas, Esq. Dennis J. Block, Esq.
General Counsel William P. Mills, Esq.
Mack-Cali Realty Corporation Cadwalader, Wickersham & Taft LLP
343 Thornall Street One World Financial Center
Edison, NJ 08837 New York, NY 10281
(732) 590-1000 (212) 504-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 2, 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).
CUSIP No. 75621K106
1. NAME OF REPORTING PERSON
Mack-Cali Realty, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 75621K106
1. NAME OF REPORTING PERSON
Mack-Cali Realty Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer
This Amendment No. 1 (this "Amendment") relates to the Schedule 13D filed
on behalf of Mack-Cali Realty, L.P., a Delaware limited partnership ("Mack-Cali
LP"), and Mack-Cali Realty Corporation, a Maryland corporation ("Mack-Cali," and
collectively with Mack-Cali LP, the "Mack-Cali Reporting Persons"), with the
Securities and Exchange Commission on December 1, 2006 (the "Schedule 13D"),
relating to shares of common stock, par value $.01 per share (the "Shares"), of
Reckson Associates Realty Corp., a Maryland corporation (the "Issuer").
Items 3, 4 and 5 of the Schedule 13D are amended and supplemented as
follows:
Item 3. Source and Amount of Funds or Other Consideration
As explained in Item 4 below, Mack-Cali LP has ceased to be a limited
partner of Rome Acquisition Limited Partnership (the "Partnership").
Accordingly, Mack-Cali LP will not fund its capital contribution to the
Partnership.
Item 4. Purpose of Transaction
As previously disclosed, Mack-Cali LP became a limited partner of the
Partnership on November 30, 2006 on the terms set forth in the Amendment to the
Agreement of Limited Partnership of Rome Acquisition Limited Partnership, dated
as of November 30, 2006 (the "Agreement") and deposited the amount of its
capital contribution into a segregated account at JPMorgan. Pursuant to Section
3.1 of the Agreement, Mack-Cali LP was entitled to elect, in its sole and
absolute discretion, not to become irrevocably committed to contribute such
amount to the Partnership. On December 2, 2006, Mack-Cali LP elected to cease to
be a limited partner of the Partnership and will not make its capital
contribution to the Partnership.
Item 5. Interest in Securities of the Issuer
The Mack-Cali Reporting Persons do not own any Shares. Further, because
Mack-Cali LP is no longer a limited partner of the Partnership, the Mack-Cali
Reporting Persons may no longer be deemed to be members of a "group" with Rome,
the Macklowe Reporting Persons or the Icahn Reporting Persons (each as defined
in the Schedule 13D) and may not be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) all of the Shares beneficially owned by Rome, the Macklowe
Reporting Persons and the Icahn Reporting Persons. The Mack-Cali Reporting
Persons have therefore ceased to be reporting persons under Section 13(d) of the
Exchange Act.
SIGNATURE
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: December 4, 2006
MACK-CALI REALTY, L.P.
By: Mack-Cali Realty Corporation
General Partner
By: /s/ Mitchell E. Hersh
--------------------------------------------
Name: Mitchell E. Hersh
Title: President and Chief Executive Officer
MACK-CALI REALTY CORPORATION
By: /s/ Mitchell E. Hersh
--------------------------------------------
Name: Mitchell E. Hersh
Title: President and Chief Executive Officer