As filed with the Securities and Exchange Commission on October
24, 1997.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 14, 1997
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VORNADO REALTY TRUST
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(Exact Name of Registrant as Specified in Its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
1-11954 22-1657560
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(Commission File Number) (IRS Employer Identification No.)
Park 80 West, Plaza II, Saddle Brook, New Jersey 07663
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(Address of Principal Executive Offices) (Zip Code)
(201) 587-1000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 5 Pages
Exhibit Index on Page 5
Item 5. Other Events.
On October 14, 1997, Vornado Realty Trust (the "Company") filed with
the Maryland Department of Assessments and Taxation an amendment to the
Company's Amended and Restated Declaration of Trust (the "Declaration of Trust")
to increase the Company's authorized share capital. As so amended, the
Declaration of Trust authorizes the issuance of up to 240,000,000 shares of
beneficial interest, consisting of 100,000,000 common shares of beneficial
interest, par value $0.04 per share, 20,000,000 preferred shares of beneficial
interest, no par value per share, and 120,000,000 excess shares of beneficial
interest.
On October 21, 1997, the Company and Vornado Realty L.P. entered into a
U.S. Purchase Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Goldman, Sachs & Co., Furman Selz LLC, Salomon Brothers Inc, Smith Barney Inc.
and UBS Securities LLC, as U.S. representatives of the several U.S. Underwriters
named therein, and an International Purchase Agreement with Merrill Lynch
International, Goldman Sachs International, Furman Selz LLC, Salomon Brothers
International Limited, Smith Barney Inc. and UBS Limited, relating to the
issuance and sale by the Company of an aggregate of 14 million common shares of
beneficial interest, par value $0.04 per share (the "Common Shares"), of the
Company (the "Firm Securities"), plus up to an additional 2,100,000 Common
Shares, the issuance and sale of which is subject to the exercise of the
underwriters' over-allotment options (the "Additional Securities" and, together
with the Firm Securities, the "Offered Securities"), at a public offering price
of $45.00 per share. The underwriting discount under the Purchase Agreements is
$2.14 per share. The Purchase Agreements also provide for the underwriters' per
share purchase price for any Additional Securities to be reduced by an amount
equal to any dividends or distributions declared by the Company and payable on
the Firm Securities but not on the Additional Securities.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a)-(b) Not applicable.
(c) Exhibits Required by Item 601 of Regulation S-K.
Exhibit No. Exhibit
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1.1 U.S. Purchase Agreement, dated October 21, 1997,
between the Company and Vornado Realty L.P. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Goldman, Sachs & Co., Furman Selz LLC, Salomon
Brothers Inc, Smith Barney Inc. and UBS Securities
LLC, as U.S. representatives of the several U.S.
Underwriters named therein.
Page 2 of 5 Pages
1.2 International Purchase Agreement, dated October 21, 1997,
between the Company and Vornado Realty L.P. and Merrill
Lynch International, Goldman Sachs International, Furman
Selz LLC, Salomon Brothers International Limited, Smith
Barney Inc. and UBS Limited.
3.1 Articles of Amendment of the Amended and Restated
Declaration of Trust of the Company filed with the State
Department of Assessments and Taxation of the State of
Maryland on October 14, 1997.
Page 3 of 5 pages
SIGNATURES
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
Dated: October 24, 1997 By: /s/ Joseph Macnow
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Joseph Macnow
Vice President and
Chief Financial Officer
Page 4 of 5 Pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
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1.1 U.S. Purchase Agreement, dated October 21, 1997,
between the Company and Vornado Realty L.P.
and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Goldman, Sachs & Co., Furman Selz LLC,
Salomon Brothers Inc, Smith Barney Inc. and
UBS Securities LLC, as U.S. representatives
of the several U.S. Underwriters named therein.
1.2 International Purchase Agreement, dated October 21,
1997, between the Company and Vornado Realty L.P.
and Merrill Lynch International, Goldman Sachs
International, Furman Selz LLC, Salomon Brothers
International Limited, Smith Barney Inc. and
UBS Limited.
3.1 Articles of Amendment of the Amended and Restated
Declaration of Trust of the Company filed with the
State Department of Assessments and Taxation of the
State of Maryland on October 14, 1997.
Page 5 of 5 Pages