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 21, 1997
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VORNADO REALTY L.P.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-22685 13-3925979
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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 4 Pages
Exhibit Index on Page 4
Item 5. Other Events.
On October 21, 1997, Vornado Realty Trust ("Vornado") and Vornado
Realty L.P. (the "Company") entered into a Purchase Agreement (the "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 (the "International
Purchase Agreement" and, together with the U.S. Purchase Agreement, the
"Purchase Agreements") with Merrill Lynch International, Goldman Sachs
International, Furman Selz LLC, Salomon Brothers International, Smith Barney
Inc. and UBS Limited, relating to the issuance and sale by Vornado of an
aggregate of 14 million common shares of beneficial interest, par value $0.04
per share (the "Common Shares"), of Vornado, 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, at a public offering price of $45.00 per
share. Vornado and the Company each agreed in the Purchase Agreements to
indemnify the respective underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
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 Vornado and the Company 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 Vornado and the Company and Merrill
Lynch International, Goldman Sachs International,
Furman Selz LLC, Salomon Brothers International
Limited, Smith Barney Inc. and UBS Limited.
Page 2 of 4 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 L.P.
(Registrant)
By: Vornado Realty Trust
Its: General Partner
Dated: October 24, 1997
/s/ Joseph Macnow
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Joseph Macnow
Vice President and
Chief Financial Officer
Page 3 of 4 Pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
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1.1 U.S. Purchase Agreement, dated October 21,
1997, between Vornado and the Company 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 Vornado and the
Company and Merrill Lynch International,
Goldman Sachs International, Furman Selz LLC,
Salomon Brothers International Limited,
Smith Barney Inc. and UBS Limited.
Page 4 of 4 Pages