SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU PAULINE PHILLIPS, Individually and On Behalf of All Others Similarly Situated, vs. Plaintiff, RECKSON ASSOCIATES REALTY CORP., et al., Index No. 06-12871 CLASS ACTION NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT AND HEARING THEREON Defendants. TO: ALL RECORD AND BENEFICIAL OWNERS OF RECKSON ASSOCIATES REALTY CORP. ( RECKSON ) COMMON STOCK AT ANY TIME FROM MAY 25, 2006 THROUGH JANUARY 25, 2007, INCLUDING ANY AND ALL OF THEIR RESPECTIVE SUCCESSORS IN INTEREST, REPRESENTATIVES, TRUSTEES, BENEFICIARIES, EXECUTORS, ADMINISTRATORS, HEIRS, ASSIGNS OR TRANSFEREES, IMMEDIATE AND REMOTE, AND ANY PERSON OR ENTITY ACTING FOR OR ON BEHALF, OR CLAIMING UNDER ANY OF THEM, AND EACH OF THEM, AND EXCLUDING THE RELEASED PERSONS. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY, YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS LITIGATION. IF YOU WERE NOT A BENEFICIAL HOLDER OF SHARES OF COMMON STOCK BUT HELD THEM FOR A BENEFICIAL HOLDER, PLEASE TRANSMIT THIS DOCUMENT TO SUCH BENEFICIAL HOLDER. FOR ADDITIONAL COPIES OF THIS NOTICE, WRITE TO: RECKSON ASSOCIATES SETTLEMENT, C/O THE GARDEN CITY GROUP, INC., PO BOX 9325, DUBLIN, OH 43017-4225. This Notice is given pursuant to an Order of the Supreme Court of the State of New York, Nassau County (the Court ), in accordance with Article 9 of the Civil Practice Law and Rules, to inform you of certain proceedings and the proposed settlement of the above-captioned class action (the Action ). There will be a hearing (the Hearing ) before the Court on the 20th day of January, 2009, at 10 o clock a.m. in Courtroom 3021 of the Supreme Court of the State of New York, Nassau County Courthouse, 100 Supreme Court Drive, Mineola, New York 11501, to determine whether the proposed settlement of this class action should be approved as fair, reasonable and adequate and in the best interests of the Class (as defined herein), and whether judgment should be entered dismissing this Action with prejudice and without costs, and whether the request by Counsel for Plaintiffs and the Class for an award of attorneys fees and expenses should be granted. It is not necessary for any member of the Class, or any other shareholder of Reckson, to appear at the Hearing. See THE SETTLEMENT HEARING, below. THE COURT HAS NOT PASSED ON THE MERITS OF ANY OF THE CONTENTIONS OF THE PARTIES IN THIS ACTION AND THEREFORE NO INFERENCES REGARDING THE MERITS OF THIS ACTION OR LACK THEREOF SHOULD BE DRAWN FROM THE SETTLEMENT OR THE SENDING OF THIS NOTICE. BACKGROUND Defendant Reckson Associates Realty Corp. ( Reckson ) was a Maryland corporation that operated as a real estate investment trust which owned, developed and managed office and industrial properties in the New York tri-state area. On August 3, 2006, Reckson and defendant SL Green Realty Corp. ( SL Green ), a Maryland corporation, entered into an Agreement and Plan of Merger (the Merger Agreement ), pursuant to which SL Green agreed to acquire Reckson for approximately $6.0 billion, including the assumption of Reckson s outstanding debt totaling approximately $2.0 billion (the Acquisition ). The Merger Agreement provided for SL Green s acquisition of all of Reckson s common stock and operating partnership units for $31.68 in cash and a fixed exchange ratio of 0.10387 shares of SL Green common stock per Reckson common share and operating partnership unit. Also on August 3, 2006, SL Green and New Venture MRE, LLC (New Venture MRE ), an entity of which Scott H. Rechler, Jason Barnett, Michael Maturo and Marathon Real Estate Opportunity Fund, LLC ( MRE ) were indirect members (the Asset Purchasing Venture ), entered into an agreement with SL Green pursuant to which SL Green agreed to sell certain of Reckson s properties, real property loans and other interests of Reckson to the Asset Purchasing Venture for approximately $2.1 billion (the Asset Purchase Agreement ).
Between August 4, 2006, and August 25, 2006, the following actions were filed in the Supreme Court of the State of New York, Nassau County: Pauline Phillips v. Reckson Associates Realty Corp., et al., No. 06-12871 (the Phillips Action ), Robert Lowinger v. Reckson Associates Realty Corp., et al., No. 06-012524 (the Lowinger Action ) (collectively the New York Actions ); and Sheldon Pittleman v. Reckson Associates Realty Corp., No. 24-C-06-006323; John Borsch v. Scott H. Rechler, et al., No. 24-C-06-006451 and Mary Martha Teitelbaum v. Reckson Associates Realty Corp., et al., No. 24-C-06-006937 in Circuit Court for Baltimore City, Maryland, and Lawrence Lighter v. Scott H. Rechler, et al., No. 24-C-06-007940 (originally filed in the Supreme Court of the State of New York under Case No. 06-CV-012738, subsequently withdrawn and re-filed in the Maryland Circuit Court for Baltimore City); the latter four actions (the Maryland Actions ) were consolidated under the caption In re Reckson Realty Corp. Shareholders Litigation, Consol. Case No. 24-C-06-006323 (the Maryland Consolidated Action ) (the New York Actions, the Maryland Actions, and the Maryland Consolidated Action are collectively referred to herein as the Actions ). On September 5, 2006, defendants in the Lowinger Action filed a motion to dismiss or stay the Lowinger Action pending resolution of the Maryland Consolidated Action. On October 24, 2006, the Court denied those defendants motion. On September 18, 2006, SL Green filed a Registration Statement on Form S-4, which contained the Reckson preliminary proxy statement and set forth details concerning the Acquisition. On September 22, 2006, plaintiffs in the Maryland Consolidated Action filed an amended consolidated complaint naming as defendants SL Green Realty Corp., Reckson Associates Realty Corp., Scott H. Rechler, Jason Barnett, Michael Maturo, Peter Quick, Douglas Crocker II, Elizabeth McCaul, Ronald H. Menaker, Lewis Ranieri, John Ruffle, Stanley Steinberg and Edward Casas, and alleging, inter alia, misstatements and omissions by certain Defendants in the preliminary proxy statement and that the Acquisition was designed to unfairly favor the interests of certain shareholders over Reckson s public shareholders, in violation of the fiduciary duties owed by Defendants to Reckson s public shareholders under Maryland law. On or about October 6, 2006, plaintiff in the Lowinger Action filed an amended complaint naming as defendants SL Green, Reckson, Marathon Asset Management, LLC ( Marathon ), New Venture MRE, Scott H. Rechler, Jason Barnett, Michael Maturo, Peter Quick, Douglas Crocker II, Elizabeth McCaul, Ronald H. Menaker, Lewis Ranieri, John Ruffle, and Stanley Steinberg, and alleging, inter alia, misstatements and omissions by Defendants in the preliminary proxy statement and that the Acquisition was designed to unfairly favor the interests of certain shareholders over Reckson s public shareholders, in violation of the fiduciary duties owed by Defendants to Reckson s public shareholders under Maryland law. On October 17, 2006, SL Green filed Amendment No. 1 to Form S-4, which contained additional information concerning the Acquisition and the Actions, certain of which information, in part, responded to the Actions, and attached each of the operative complaints filed in the Actions as exhibits. On October 19, 2006, Reckson filed the Proxy Statement on Form Def14A (the Proxy Statement ), which set forth facts concerning the Acquisition. The Proxy Statement contained revised disclosures concerning the Acquisition, in part responding to the Actions. Between September 25, 2006 and December 5, 2006, parties in the Actions conducted expedited discovery. On October 31, 2006, the Lowinger Action was removed by defendants therein from the Supreme Court State of New York, County of Nassau to the United States District Court for the Eastern District of New York. On November 10, 2006, the complaint in the Lowinger Action was voluntarily dismissed. On November 2, 2006, plaintiff in the Phillips Action filed an amended complaint naming as defendants SL Green, Reckson, Marathon, New Venture MRE, Scott H. Rechler, Jason Barnett, Michael Maturo, Peter Quick, Douglas Crocker II, Elizabeth McCaul, Ronald H. Menaker, Lewis Ranieri, John Ruffle, and Stanley Steinberg, and alleging, inter alia, misstatements and omissions by certain Defendants in the Proxy Statement and that the Acquisition was designed to unfairly favor the interests of certain shareholders over Reckson s public shareholders, in violation of the fiduciary duties owed by Defendants to Reckson s public shareholders under Maryland law. On November 2, 2006, plaintiff in the Phillips Action filed a Motion for Preliminary Injunction seeking, among other things, to block the proposed Acquisition and the shareholder vote thereon. On November 6, 2006, defendants in the Phillips Action removed that action from the Supreme Court State of New York, County of Nassau to the United States District Court for the Eastern District of New York. Plaintiff in the Phillips Action made a motion for expedited remand to this Court, and on November 15, 2006, the United Sates District Court for the Eastern District of New York remanded the Phillips Action to the Supreme Court State of New York, County of Nassau. 2
On November 13, 2006, defendants in the Maryland Consolidated Action filed their answers to the amended consolidated complaint in that action, denying the material allegations and claims against them and asserting a number of defenses, including without limitation that: (i) at all relevant times, Defendants acted in good faith and in compliance with their fiduciary obligations; (ii) the Acquisition was fair and reasonable to Reckson s public shareholders and was not designed to and did not unfairly favor the interests of certain shareholders over Reckson s public shareholders; and (iii) the Proxy Statement did not contain any material misstatements or omissions. On November 14, 2006, Reckson filed a Form Def14A which contained supplemental disclosures to the Proxy Statement that were expressly attributed to the Actions, including, but not limited to, making disclosures that were alleged in the amended complaints in the Actions to be omitted or inadequate in the Reckson Proxy Statement. On November 15, 2006, Rome Acquisition Limited Partnership ( Rome ), a partnership formed between affiliates of Carl C. Icahn ( Icahn ), Harry Macklowe and William S. Macklowe, sent an offer letter to Reckson. That letter stated that Rome was submitting a proposal to acquire all of the outstanding shares and units of Reckson in a transaction that would provide Reckson shareholders and unitholders with $49 per share in cash. On November 16, 2006, Reckson s Board of Directors determined in accordance with the terms of the Merger Agreement to permit Reckson to provide nonpublic information to Rome and to participate in discussions and negotiations with Rome. Also on November 16, 2006, counsel for plaintiffs in the Maryland Consolidated Action, on behalf of all plaintiffs in the Actions, wrote to counsel for Reckson demanding that Reckson s Board of Directors adjourn the scheduled meeting of shareholders and consider the proposal by Rome and negotiate in good faith for a higher offer for Reckson shareholders. On November 17, 2006, Reckson announced that it had postponed the Shareholder vote on the Acquisition by six days to November 28, 2006. On November 26, 2006, Reckson received a letter from Rome confirming Rome s November 16, 2006 proposal to acquire Reckson for $49.00 per share in cash for all of Reckson s outstanding shares, subject to continued due diligence. The letter stated that Rome anticipated delivering a definitive binding proposal along with binding commitments from lenders by no later than Monday, December 4, 2006. On November 27, 2006, Reckson issued a press release confirming the receipt of the Rome letter and announcing the postponement of the Shareholder vote on the Acquisition from November 28, 2006 to December 6, 2006. On November 30, 2006, Rome sent to Reckson a letter stating that Mack-Cali Realty, L.P. ( Mack-Cali ) was a partner of Rome and included documents supporting that fact. Based on the letter and the supporting documents, Reckson s board of directors determined that Mack-Cali was entitled to receive nonpublic information concerning Reckson and to enter into discussions with Reckson pursuant to the pending merger agreement with SL Green. On December 2, 2006, Reckson announced that Mack-Cali had withdrawn as a partner of Rome and from Rome s proposal to acquire Reckson. On December 3, 2006, Reckson announced that Harry Macklowe had withdrawn from Rome s proposal to acquire Reckson. On December 4, 2006, Reckson announced that American Real Estate Partners, L.P. ( AREP ), an entity 90% controlled by Icahn, proposed to acquire all of the outstanding shares of Reckson through a transaction in which shareholders would receive an aggregate consideration consisting of $1 billion in cash and the balance of $3.3 billion in a new class of AREP Preferred Units, which would be convertible into Depositary Units at a 30% premium above the December 1, 2006 closing price of $80.35 for the Depositary Units, resulting in the conversion price of $104.50 per Depositary Unit. On December 5, 2006, Reckson s Board of Directors, by a vote of a committee comprised of its non-management directors, determined that the proposal from AREP raised significant financial and legal issues and did not meet the standard set forth in the Merger Agreement to permit discussions or negotiations with AREP with respect thereto. The Reckson Board, by a vote of the committee of its non-management directors, reaffirmed its recommendation of the Acquisition. On December 6, 2006, the parties reached an agreement in principle to settle the pending Actions. On December 7, 2006, Reckson announced that SL Green consented to Reckson declaring an additional special dividend of an aggregate of approximately $24,962,267, representing approximately $0.29 in cash per share and unit to be as 3
of the closing of the Acquisition. In addition, it was announced that certain members of Reckson management had agreed to waive certain existing severance rights in connection with the special dividend. On December 7, 2006, the holders of shares of Reckson common stock voted to approve the Acquisition. SETTLEMENT Counsel for the Defendants and counsel for plaintiffs in this Action and the Maryland Action, having participated in extensive negotiations relating to the various claims that have been or could have been or might be asserted in the Action on the Maryland Action, and having reached an agreement-in-principle to resolve all claims that have been or could have been or might be asserted in this Action or the Maryland Action, have entered into a Stipulation and Order of Compromise and Settlement, dated October 16, 2008, among the plaintiffs in the Action and the Maryland Action and the Defendants. Plaintiffs Counsel have completed extensive investigation and discovery including (a) research regarding the valuation of certain properties subject to the Acquisition; (b) preparation for and conducting depositions of witnesses concerning the Acquisition; (c) review and analysis of the documents provided by certain Defendants, their financial advisors and non-parties; (d) review and analysis of certain Defendants public statements, including press releases, Reckson s public filings with the United States Securities and Exchange Commission (the SEC ), analyst reports and news articles; and (e) consultation with valuation experts and an accounting expert. The parties recognize that, in light of the significant imposition of time, resources and expenses that would be required to continue to litigate the claims at issue in the lawsuits, and the substantial risks and uncertainties inherent in such litigation, the interests of the shareholders of Reckson and the Released Persons would be best served by the settlement of the Action. Plaintiffs Counsel have determined that the Settlement (as defined herein) is fair, reasonable, adequate and in the best interests of the Class. Each Released Person denies having committed or having threatened to commit any violation of law or breach of duty, including breach of any duty to Reckson shareholders, or otherwise acted improperly in any respect. There has been no admission or finding of fact or liability by or against any party to the Action or the Maryland Action, and nothing herein should be construed as such. SUMMARY OF THE TERMS OF THE PROPOSED SETTLEMENT The terms and conditions of the proposed settlement of this Action are embodied in the Stipulation and Order of Compromise and Settlement entered into as of February 25, 2008 (the Stipulation ) by and between the Plaintiffs and Defendants in the Actions. The Stipulation has been filed with the Court; the following is only a summary of its terms. In accordance with the terms of the Stipulation, the parties to this Action have agreed, and the Court has entered an Order, that for purposes of settlement only, this Action shall be conditionally certified as a class action with the plaintiffs as class representatives, pursuant to Article 9 of the New York Civil Practice Law and Rules, on behalf of a class (the Class ) consisting of all record and beneficial owners of Reckson common stock any time from May 25, 2006 through January 25, 2007, including any and all of their respective successors in interest, representatives, trustees, beneficiaries, executors, administrators, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf, or claiming under any of them, and each of them, and excluding the Released Persons (as defined herein). As a result of extensive arms-length negotiations between Plaintiffs Counsel and Counsel for Defendants, Defendants have agreed to the following: 1. Reckson and SL Green agreed to and did provide additional information to Class members concerning the Acquisition and the Actions, certain of which information, in part, responded to the Actions. 2. The Management Defendants, as defined in the Stipulation, shall provide the relief to Class members set forth below, as more particularly described in paragraph 44 of the Stipulation. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Stipulation. A. RSVP Interests or LPT Interests: If at the end of the Measuring Period, a Management Defendant has any Aggregate Net After Tax Profits with respect to all Sales by such Management Defendant of all or a portion of the LPT Interests or the RSVP Interests, as the case may be, of such Management Defendant during the Measuring Period, such Management Defendant will pay to the Administrator for distribution to the Settlement Fund Beneficiaries, with respect to each 4
Sale by such Management Defendant of all or a portion of the LPT Interests or the RSVP Interest, as the case may be, of such Management Defendant during the Measuring Period that resulted in Adjusted Net After Tax Profit, an amount equal to: (1) Nine percent (9%) of such Adjusted Net After Tax Profit with respect to such Sale if such Sale was completed before the first anniversary of the Measuring Date; (2) Six and one half percent (6.5%) of such Adjusted Net After Tax Profit with respect to such Sale if such Sale was completed on or after the first anniversary of the Merger Agreement Date and before the second anniversary of the Measuring Date; and (3) Five percent (5%) of such Adjusted Net After Tax Profit with respect to such Sale if such Sale was completed on or after the second anniversary of the Merger Agreement Date and before the third anniversary of the Measuring Date. The obligations of each Management Defendant under this paragraph are several and not joint and, in furtherance of the foregoing, no Management Defendant shall have any obligation under this Settlement Agreement with respect to any Net Individual After Tax Profits beneficially owned by any other Management Defendant. No amount shall be payable by any Management Defendant hereunder until the culmination of the Measuring Period. B. Nassau Coliseum Development: If any of the Management Defendants or MRE or any affiliate of the Management Defendants or MRE prior to the date that is seventeen (17) calendar months after the Measuring Date, receives: (1) approvals from all federal, state, and local governmental and quasi-governmental entities having a right to approve any or all development at the Coliseum Site, including, but limited to approvals set forth on Annex B attached to the Stipulation, to construct at least 5 million sq. feet of new construction as specifically described in the Coliseum Site Proposal (including approvals of development yield, location, size, type, mix, use, etc...) all of which approvals are final and not subject to any further appeal or review; and (2) has received a lease with a term of at least ninety nine years on the Coliseum Site, which lease has been fully executed and is in full force and effect, the term of which has commenced, and where occupancy or possession under such lease is not subject to any conditions precedent, then New Venture MRE shall pay to the Administrator for distribution to the Settlement Fund Beneficiaries Members as set forth below an amount equal to $20 million in cash. 3. SL Green shall assign to the Administrator for distribution to the Settlement Fund Beneficiaries as set forth above any interests under the settlement of Sekuk Global Enterprises Profit Sharing Plan v. Reckson Associates Realty Corp., et al., Civil Action No. 24-C-03-007496 (Cir. Ct. for Balt. City, Md.) to the Settlement Class, including the Profit Sharing arrangement thereunder. 4. Upon the date the Court has entered the Final Order and Judgment, dismissing the complaint in this Action with prejudice, and that such Order is finally affirmed on appeal or is no longer subject to appeal and the time for any petition for reargument, appeal or review, by certiorari or otherwise, has expired ( Effective Date of this Settlement ), all members of the Class shall release and forever discharge, and shall forever be barred and enjoined from commencing, prosecuting, instigating or in any way participating in all claims, demands, causes of action, judgments and suits, of any kind or nature whatsoever, whether known or unknown, contingent or absolute, disclosed or undisclosed, hidden or concealed, matured or unmatured, and whether individual, class, derivative, representative, legal, equitable or any other type or in any other capacity, that have been, could have been or in the future can or might be asserted, arising out of or relating in any way to the Acquisition, the Asset Purchase Agreement, or the proposals by Rome, AREP, and/or their respective affiliates described in paragraphs 20 30 of the Stipulation (and the transactions contemplated thereby) (including, but not limited to, any claims arising under federal or state statutory or common law relating to alleged fraud, breach of any duty, negligence, violations of the federal securities laws or state laws relating to disclosure) (collectively, the "Released Claims") against Reckson, SL Green, Marathon, MRE, New Venture MRE, Jason Barnett, Scott H. Rechler, Michael Maturo, Douglas Crocker II, Elizabeth McCaul, Ronald H. Menaker, Peter Quick, Lewis S. Ranieri, John F. Ruffle, Edward Casas and Stanley Steinberg (the Defendants ), and any of their families, parent entities, affiliates, subsidiaries, shareholders, predecessors, successors or assigns, and each and all of their respective past or present officers, directors, associates, controlling persons, representatives, employees, attorneys, counselors, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, insurers, advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates or administrators of any of the foregoing (collectively, together with Defendants, the "Released Persons") provided, however, that the Released Claims shall not include the right of any person to enforce the terms of the Settlement. 5. For the avoidance of doubt, the Released Claims include, without limitation, any and all Released Claims which any Plaintiff or any Class member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons, which if known by him, her or it might have affected his, her or its decision(s) with respect to the Settlement ( Unknown Claims ). With respect to any and all Released Claims, upon entry of a judgment approving the Stipulation and the settlement embodied therein, all members of the Class shall conclusively be deemed on behalf of themselves, and their respective successors in interest, representatives, trustees, executors, administrators, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under any of them, and each of them, to have expressly waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law pursuant to, or which is similar, comparable, or equivalent to, Cal. Civ. Code 1542, which provides: 5
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Upon the Effective Date of the Settlement, Defendants and the Released Persons on behalf of themselves, their heirs, executors, administrators, successors and assigns, and any person they represent fully, finally and forever release, relinquish and discharge with prejudice on the merits, and are forever enjoined from prosecuting any claims (including Unknown Claims) against any of the Plaintiffs, any members of the Class, and Plaintiffs Counsel arising out of, relating to, or in connection with the institution, prosecution or Settlement of the Actions or Settlement (the Released and Settled Defendants Claims ) against any and all of the Plaintiffs, Class members or Plaintiffs Counsel, provided, however, that the Released and Settled Defendants claims shall not include the right of any person to enforce the terms of the Settlement. 6. The Parties mediated before a retired federal district court judge the amount of attorneys' fees and expenses that would be paid to Plaintiffs' Counsel by SL Green and Reckson for their efforts in reaching the settlement set forth in the Stipulation. SL Green and Reckson agree to pay Plaintiffs' Counsel $5 million. The attorneys' fees and expenses will not reduce in any way the Settlement consideration to Class Members. The obligations pursuant to the Stipulation and the Amendment shall be in full and final disposition and dismissal of the complaint in this Action and the dismissal of the Maryland Action as against the Defendants. The parties to the Actions agree that the Settlement under all the facts and circumstances constitutes fair, adequate and reasonable consideration for the Settlement of all claims, which were raised or could have been raised by Plaintiffs or any member of the class, whether individually, derivatively or representatively. Plaintiffs Counsel in the Actions have determined and informed Counsel for the Defendants that, based upon their investigation, (i) a Settlement of the Actions on the terms enumerated above, and (ii) the Stipulation and the Amendment, and the Settlement embodied therein, are fair, reasonable and adequate and in the best interests of the Class. THE EFFECT OF THE SETTLEMENT ON YOUR RIGHTS If you are a member of the Class, you will remain a member of the Class and your rights will be affected by this Action and the proposed Settlement described herein, if approved. If the Court approves the Settlement provided for in the Stipulation, a final judgment or judgments shall be entered in due and proper form in this Action: (i) approving the proposed Settlement; adjudging the terms thereof to be fair, reasonable and adequate; directing consummation of its terms and provisions, awarding Plaintiffs Counsel such fees and expenses; (ii) dismissing with prejudice the complaints in this Action in accordance with the terms of the Stipulation and providing that Plaintiffs and each member of the Class, by operation of the Final Order and Judgment, shall release and forever discharge, and shall forever be enjoined from prosecuting, any Released Claims against any of the Released Person; (iii) requiring the parties to take all actions necessary to effect the dismissal of the Maryland Consolidated Action, with prejudice on the merits; and (iv) containing such other and further provisions consistent with the terms and provisions of the Stipulation as the Court may deem advisable. If the proposed Settlement of the Action is not approved for any reason, the Settlement will become null and void and shall be of no further force or effect, and the parties shall be returned to their respective positions immediately preceding the execution of the Stipulation. STAY OF PROCEEDINGS The Court has ordered that, pending the final determination of the fairness, reasonableness and adequacy of the proposed Settlement, no member of the Class may either directly, representative, or in any other capacity, prosecute, institute or commence, on behalf of the Class or any subset thereof, any action asserting any Released Claims either directly, representatively, derivatively, or in any other capacity, against any Released Persons. 6
THE SETTLEMENT HEARING As set forth above, the Court has scheduled a Hearing on January 20, 2009, to consider the fairness, reasonableness and adequacy of the proposed Settlement of this Action and to consider Plaintiffs Counsel s attorneys fees and expenses. The Hearing may be adjourned by the Court without further notice to members of the Class. It is not necessary to any member of the Class, or any other Reckson shareholder, to appear at the Hearing. If you do not appear, you will be represented by Plaintiffs Counsel in the Action, which is the law firm of Coughlin Stoia Geller Rudman & Robbins LLP, 58 South Service Road, Suite 200, Melville, New York 11747. Any member of the Class may appear at the Hearing, in person or by counsel, and show cause why the proposed settlement of the Action should not be approved as fair, reasonable and adequate, or in the best interests of the Class, or why Plaintiffs Counsel should not be awarded fees and expenses as negotiated and requested or why a judgment should not be entered dismissing the Action, provided, however, that no Class Member or any other person shall be heard or entitled to contest any of these matters unless ten (10) days prior to the date of the Hearing set forth above, that person has: (i) served by hand or first class mail: (a) a notice of intention to appear; (b) a statement submitted under penalty of perjury of the number of shares of Reckson common stock owned and the dates of ownership of such stock; (c) a statement of such Class member s specific objections to the Settlement and the Judgment to be entered thereon, and or to the award of attorneys fees and expenses to Plaintiffs Counsel; and (d) all other documents and writings that such Class member desires the Court to consider, upon: ELLEN GUSIKOFF STEWART Coughlin Stoia Geller Rudman & Robbins LLP 655 West Broadway, Suite 1900 San Diego, California 92101-3301 YELENA TREPITIN Brower Piven, A Professional Corporation The World Trade Center -- Baltimore 401 E. Pratt Street, Suite 2525 Baltimore, Maryland 21202 MARK P. RESSLER Kasowitz, Benson, Torres & Friedman LLP 1633 Broadway New York, New York 10019 and (ii) filed said objections, papers and briefs with the Clerk of the Supreme Court of the State of New York, Nassau County, 100 Supreme Court Drive, Mineola, New York 11501 (which may be done by first class mail). Any member of the Class who does not make his, her or its objection in this manner shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness or adequacy of the proposed settlement as described herein. ATTORNEYS FEES AND EXPENSES SL Green and Reckson have agreed, following mediation before a retired federal district judge, to pay Plaintiff s Counsel attorneys fees and expenses of $5,000,000 in recognition of the benefit obtained for the class. This negotiated amount includes the fees and expenses of Plaintiffs counsel in the Action and the Maryland Action. These fees and expenses are being paid by Reckson and SL Green directly, and therefore will not diminish the recovery to Class members. INQUIRIES For a more detailed statement of the matters involved in the proposed Settlement of the Actions, you are referred to the pleadings, to the Stipulation and the Amendment relating to the Settlement of the Actions and to all other papers filed therein, which may be inspected at the Office of the Clerk of the Supreme Court of the State of New York, Nassau County, 100 Supreme Court Drive, Mineola, New York 11501. The pleadings and other papers filed in the Maryland Consolidated Action may be inspected at the Office of the Clerk of the Circuit Court of Baltimore City, 111 North Calvert Street, Baltimore, Maryland 21202. SHOULD YOU HAVE ANY QUESTIONS CONCERNING THIS NOTICE, THIS ACTION, THE MARYLAND ACTIONS, THE PROPOSED SETTLEMENT OR THE HEARING THEREON, YOU SHOULD RAISE THEM WITH YOUR OWN COUNSEL OR DIRECT THEM TO PLAINTIFFS COUNSEL IN THIS ACTION, AT THE ADDRESS SET FORTH ABOVE OR CALL 1-866-396-6802. PLEASE DO NOT CONTACT THE CLERK OF THE COURT. DATED: November 18, 2008 Mineola, New York CLERK OF THE COURT SUPREME COURT OF THE STATE OF NEW YORK, NASSAU COUNTY 7
THIS PAGE INTENTIONALLY LEFT BLANK 8