UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 6, 2006
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland |
| No. 001-11954 |
| No. 22-1657560 |
(State or Other Jurisdiction |
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of Incorporation) |
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| Identification No.) |
VORNADO REALTY L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware |
| No. 000-22635 |
| No. 13-3925979 |
(State or Other |
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| (IRS Employer |
Jurisdiction of |
| File Number) |
| Identification No.) |
Incorporation) |
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888 Seventh Avenue |
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New York, New York |
| 10019 | ||
(Address of Principal Executive offices) |
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Registrants’ telephone number, including area code: (212) 894-7000
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On March 6, 2006, Steven Roth, Chairman and Chief Executive Officer of Vornado Realty Trust (“Vornado”), and Michael D. Fascitelli, President of Vornado, were participants in an investor conference. During the conference, management of Vornado made statements to the following effect:
• In response to a question from the moderator, management of Vornado confirmed market rumors that it has had an informal dialogue with management of The Mills Corporation; and
• Management estimated that AmeriCold could be worth two to two and a half times the valuation of $700 million to $800 million placed on AmeriCold by certain research analysts several years ago. Furthermore, management indicated AmeriCold is contemplating a refinancing. Vornado owns 47.6% of AmeriCold.
The information in this Form 8-K shall not be treated as filed for purposes of the Securities Exchange Act of 1934 or incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.
Certain statements set forth above are forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Vornado’s future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “would,” “may” or similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. Factors that may cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those set forth in the companies’ Annual Report on Form 10-K for the year ended December 31, 2005 under “Item 1A. Risk Factors.” For these statements, the companies claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The companies expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
None.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VORNADO REALTY TRUST |
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| By: | /s/ Joseph Macnow | |
| Name: | Joseph Macnow | |
| Title: | Executive Vice President | |
Date: March 7, 2006 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VORNADO REALTY L.P. | |
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| By: | VORNADO REALTY TRUST, |
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| Sole General Partner |
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| By: | /s/ Joseph Macnow |
| Name: | Joseph Macnow |
| Title: | Executive Vice President |
Date: March 7, 2006
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