As filed with the Securities and Exchange Commission on January 25, 2007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

RECKSON ASSOCIATES REALTY CORP.

and

RECKSON OPERATING PARTNERSHIP, L.P.

(Exact name of Registrant as specified in its governing instruments)

 

 

Marc Holliday

Chief Executive Officer and President

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

(212) 594-2700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copy to:

Larry P. Medvinsky, Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

 

 

 

TERMINATION OF REGISTRATION

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-115997), as amended, (the “Registration Statement”) of Reckson Associates Realty Corp. (“Reckson”) and Reckson Operating Partnership, L.P. (“Reckson OP”).

On January 25, 2007 (the “Effective Date”), pursuant to the terms of an Agreement and Plan of Merger, by and among Reckson, Reckson OP, SL Green Realty Corp., Wyoming Acquisition Corp. (“Wyoming”), Wyoming Acquisition GP LLC and Wyoming Acquisition Partnership LP, dated as of August 3, 2006, Reckson merged with and into Wyoming, with Wyoming becoming the surviving corporation (the “Merger”).  On the Effective Date, Wyoming changed its name to Reckson Associates Realty Corp.

In connection with the Merger, all of the securities registered pursuant to this Registration Statement that remain unissued are hereby removed from registration.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 25, 2007.

	RECKSON ASSOCIATES REALTY CORP. (formerly known as Wyoming Acquisition Corp.) (as successor by merger to Reckson Associates Realty Corp.)
	By:	/s/ Andrew S. Levine
		Andrew S. Levine Secretary

 

	RECKSON OPERATING PARTNERSHIP, L.P.
	By:	Reckson Associates Realty Corp. (formerly known as Wyoming Acquisition Corp.) (as successor by merger to Reckson Associates Realty Corp.)
	By:	/s/ Andrew S. Levine
		Andrew S. Levine Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Marc Holliday		President		January 25, 2007
Marc Holliday
/s/ Gregory F. Hughes		Treasurer		January 25, 2007
Gregory F. Hughes
/s/ Andrew S. Levine		Secretary and Director		January 25, 2007
Andrew S. Levine