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Exhibit 3.1
VORNADO REALTY TRUST
ARTICLES SUPPLEMENTARY
SERIES D-7 8.25% CUMULATIVE REDEEMABLE PREFERRED SHARES
(LIQUIDATION PREFERENCE $25.00 PER SHARE)
Vornado Realty Trust, a Maryland real estate investment trust (the
"Trust"), hereby certifies to the State Department of Assessments and Taxation
of Maryland that:
FIRST: Under a power contained in Article VI of the Amended and
Restated Declaration of Trust of the Trust (the "Declaration"), the Board of
Trustees of the Trust (the "Board of Trustees"), by unanimous written consent,
classified and designated 7,200,000 shares (the "Shares") of the Preferred
Stock, no par value per share (as defined in the Declaration), of the Trust as
shares of Series D-7 8.25% Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, with the following
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption, which upon any restatement of the Declaration,
shall be deemed to be part of Article VI of the Declaration, with any necessary
or appropriate changes to the enumeration or lettering of sections or
subsections hereof:
SERIES D-7 8.25% CUMULATIVE REDEEMABLE PREFERRED SHARES
SECTION 1. NUMBER OF SHARES AND DESIGNATION. This series of
Preferred Stock shall be designated as Series D-7 8.25% Cumulative Redeemable
Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share
(the "Series D-7 Preferred Shares"), and 7,200,000 shall be the number of shares
of Preferred Stock constituting such series.
SECTION 2. DEFINITIONS. For purposes of the Series D-7 Preferred
Shares, the following terms shall have the meanings indicated:
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"Board of Trustees" shall mean the Board of Trustees of the Trust
or any committee authorized by such Board of Trustees to perform any of
its responsibilities with respect to the Series D-7 Preferred Shares.
"Business Day" shall mean any day other than a Saturday, Sunday or
a day on which state or federally chartered banking institutions in New
York, New York are not required to be open.
"Common Shares" shall mean the common shares of beneficial
interest of the Trust, par value $.04 per share.
"Dividend Payment Date" shall mean the first calendar day of
January, April, July and October, in each year, commencing on the first
of January 1, April 1, July 1 or October 1 to follow the Issue Date;
provided, however, that if any Dividend Payment Date falls on any day
other than a Business Day, the dividend payment due on such Dividend
Payment Date shall be paid on the first Business Day immediately
following such Dividend Payment Date.
"Dividend Periods" shall mean quarterly dividend periods
commencing on January 1, April 1, July 1 and October 1 of each year and
ending on and including the day preceding the first day of the next
succeeding Dividend Period (other than the initial Dividend Period with
respect to each Series D-7 Preferred Share, which shall commence on the
date on which such Series D-7 Preferred Share was issued by the Trust and
end on and include the day preceding the next succeeding January 1, April
1, July 1 or October 1 to occur (whichever occurs first)).
"Issue Date" shall mean the first date on which any Series D-7
Preferred Shares are issued.
"Junior Shares" shall mean the Common Shares and any other class
or series of shares of beneficial interest of the Trust constituting
junior shares of beneficial interest as described in paragraph (c) of
Section 9 hereof.
"Liquidation Preference" shall have the meaning set forth in
paragraph (a) of Section 4 hereof.
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"Operating Partnership" shall mean Vornado Realty L.P., a Delaware
limited partnership.
"Parity Shares" shall mean any shares of beneficial interest as
described in paragraph (b) of Section 9 hereof.
"Person" shall mean any individual, firm, partnership,
corporation, limited liability company or other entity, and shall include
any successor (by merger or otherwise) of such entity.
"Redemption Date" shall have the meaning set forth in paragraph
(c) of Section 5 hereof.
"Redemption Price" shall have the meaning set forth in paragraph
(a) of Section 5 hereof.
"Series D-7 Preferred Shares" shall have the meaning set forth in
Section 1 hereof. It is the intention of the Trust in establishing the
Series D-7 Preferred Shares, that, except to the extent otherwise set
forth herein, each Series D-7 Preferred Share shall be substantially the
economic equivalent of a Series D-7 Preferred Unit in respect of which it
was issued.
"Series D-7 Preferred Units" shall mean the Series D-7 Preferred
Units of limited partner interest of the Operating Partnership.
"Set apart for payment" shall be deemed to include, without any
action other than the following, the recording by the Trust in its
accounting ledgers of any accounting or bookkeeping entry which
indicates, pursuant to a declaration of a dividend or other distribution
by the Board of Trustees, the allocation of funds to be so paid on any
series or class of shares of beneficial interest of the Trust; provided,
however, that if any funds for any class or series of Junior Shares or
any class or series of shares of beneficial interest ranking on a parity
with the Series D-7 Preferred Shares as to the payment of dividends are
placed in a separate account of the Trust or delivered to a disbursing,
paying or other similar agent, then "set apart for payment" with respect
to the Series D-7 Preferred Shares shall mean placing such funds in a
separate account or delivering
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such funds to a disbursing, paying or other similar agent.
"Transfer Agent" means First Union National Bank, Charlotte, North
Carolina, or such other agent or agents of the Trust as may be designated
by the Board of Trustees or its designee as the transfer agent for the
Series D-7 Preferred Shares.
"Voting Preferred Shares" shall have the meaning set forth in
Section 10 hereof.
SECTION 3. DIVIDENDS. (a) The holders of Series D-7 Preferred
Shares shall be entitled to receive, when, as and if authorized by the Board of
Trustees and declared by the Trust out of assets legally available for that
purpose, dividends payable in cash at the rate per annum of $2.0625 per Series
D-7 Preferred Share (the "Annual Dividend Rate"). Such dividends with respect to
each Series D-7 Preferred Share shall be cumulative from the date on which such
Series D-7 Preferred Share was issued by the Trust, whether or not in any
Dividend Period or Periods there shall be assets of the Trust legally available
for the payment of such dividends, and shall be payable quarterly, when, as and
if authorized by the Board of Trustees and declared by the Trust, in arrears on
Dividend Payment Dates commencing with respect to each Series D-7 Preferred
Share on the first Dividend Payment Date after the date on which such Series D-7
Preferred Share was issued by the Trust. Dividends are cumulative from the most
recent Dividend Payment Date to which dividends have been paid, whether or not
in any Dividend Period or Periods there shall be assets legally available
therefor. Each such dividend shall be payable in arrears to the holders of
record of the Series D-7 Preferred Shares, as they appear on the share records
of the Trust at the close of business on such record dates, not more than 30
days preceding the applicable Dividend Payment Date (the "Dividend Payment
Record Date"), as shall be fixed by the Board of Trustees. Accumulated and
unpaid dividends for any past Dividend Periods may be authorized and declared
and paid at any time, without reference to any regular Dividend Payment Date, to
holders of record on such date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Trustees.
(b) The amount of dividends payable for each full Dividend Period
for each Series D-7 Preferred Share shall be computed by dividing the Annual
Dividend Rate by four. The
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amount of dividends payable for the initial Dividend Period, or any other period
shorter or longer than a full Dividend Period, on the Series D-7 Preferred
Shares shall be computed on the basis of twelve 30-day months and a 360-day
year. Holders of Series D-7 Preferred Shares shall not be entitled to any
dividends, whether payable in cash, property or stock, in excess of cumulative
dividends, as herein provided, on the Series D-7 Preferred Shares. No interest,
or sum of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on the Series D-7 Preferred Shares that may be in arrears.
(c) So long as any Series D-7 Preferred Shares are outstanding, no
dividends, except as described in the immediately following sentence, shall be
authorized and declared or paid or set apart for payment on any series or class
or classes of Parity Shares for any period unless full cumulative dividends have
been or contemporaneously are authorized and declared and paid or authorized and
declared and a sum sufficient for the payment thereof set apart for such payment
on the Series D-7 Preferred Shares for all Dividend Periods terminating on or
prior to the dividend payment date on such class or series of Parity Shares.
When dividends are not paid in full or a sum sufficient for such payment is not
set apart, as aforesaid, all dividends authorized and declared upon Series D-7
Preferred Shares and all dividends authorized and declared upon any other series
or class or classes of Parity Shares shall be authorized and declared ratably in
proportion to the respective amounts of dividends accumulated and unpaid on the
Series D-7 Preferred Shares and such Parity Shares.
(d) So long as any Series D-7 Preferred Shares are outstanding, no
dividends (other than dividends or distributions paid solely in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Junior
Shares) shall be authorized and declared or paid or set apart for payment or
other distribution authorized and declared or made upon Junior Shares, nor shall
any Junior Shares be redeemed, purchased or otherwise acquired (other than a
redemption, purchase or other acquisition of Common Shares made for purposes of
and in compliance with requirements of an employee incentive or benefit plan of
the Trust or any subsidiary, or as permitted under Article VI of the
Declaration), for any consideration (or any moneys to be paid to or made
available for a sinking fund for the redemption of any shares of beneficial
interest) by the Trust, directly or indirectly (except by conversion into or
exchange for Junior
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Shares), unless in each case (i) the full cumulative dividends on all
outstanding Series D-7 Preferred Shares and any other Parity Shares of the Trust
shall have been paid or set apart for payment for all past Dividend Periods with
respect to the Series D-7 Preferred Shares and all past dividend periods with
respect to such Parity Shares and (ii) sufficient funds shall have been paid or
set apart for the payment of the dividend for the current Dividend Period with
respect to the Series D-7 Preferred Shares and any Parity Shares.
(e) Any accumulated distributions on Series D-7 Preferred Units
that remain unpaid at the time such Series D-7 Preferred Units are acquired by
the Trust for Series D-7 Preferred Shares shall also be deemed to be accumulated
and unpaid dividends in respect of such Series D-7 Preferred Shares as of the
date of issuance of such Series D-7 Preferred Shares and shall be paid when
declared by the Board of Trustees.
SECTION 4. LIQUIDATION PREFERENCE. (a) In the event of any
liquidation, dissolution or winding up of the Trust, whether voluntary or
involuntary, before any payment or distribution of the assets of the Trust
(whether capital or surplus) shall be made to or set apart for the holders of
Junior Shares, the holders of Series D-7 Preferred Shares shall be entitled to
receive Twenty Five Dollars ($25.00) per Series D-7 Preferred Share (the
"Liquidation Preference") plus an amount equal to all dividends (whether or not
earned or declared) accumulated and unpaid thereon to the date of final
distribution to such holder; but such holders of Series D-7 Preferred Shares
shall not be entitled to any further payment. If, upon any such liquidation,
dissolution or winding up of the Trust, the assets of the Trust, or proceeds
thereof, distributable among the holders of Series D-7 Preferred Shares shall be
insufficient to pay in full the preferential amount aforesaid and liquidating
payments on any other Parity Shares, then such assets, or the proceeds thereof,
shall be distributed among the holders of such Series D-7 Preferred Shares and
any such other Parity Shares ratably in accordance with the respective amounts
that would be payable on such Series D-7 Preferred Shares and any such other
Parity Shares if all amounts payable thereon were paid in full. For the purposes
of this Section 4, (i) a consolidation or merger of the Trust with one or more
entities, (ii) a statutory share exchange and (iii) a sale or transfer of all or
substantially all of the Trust's assets, shall not be deemed to be a
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liquidation, dissolution or winding up, voluntary or involuntary, of the Trust.
(b) Subject to the rights of the holders of shares of any series
or class or classes of shares of beneficial interest ranking on a parity with or
prior to the Series D-7 Preferred Shares upon liquidation, dissolution or
winding up, upon any liquidation, dissolution or winding up of the Trust, after
payment shall have been made in full to the holders of the Series D-7 Preferred
Shares, as provided in this Section 4, any series or class or classes of Junior
Shares shall, subject to any respective terms and provisions applying thereto,
be entitled to receive any and all assets remaining to be paid or distributed,
and the holders of the Series D-7 Preferred Shares shall not be entitled to
share therein.
SECTION 5. REDEMPTION AT THE OPTION OF THE TRUST. (a) Except as
otherwise permitted by Article VI of the Declaration, the Series D-7 Preferred
Shares shall not be redeemable by the Trust prior to May 25, 2005. On and after
May 25, 2005, the Trust, at its option, may redeem the Series D-7 Preferred
Shares, in whole or in part, as set forth herein, subject to the provisions
described below, at a redemption price, payable in cash, equal to the
Liquidation Preference plus dividends accumulated and unpaid prior to the date
of redemption (the "Redemption Price"). The Redemption Price of the Series D-7
Preferred Shares (other than any portion consisting of accrued and unpaid
dividends) shall be payable solely with the proceeds from the sale by the Trust
or the Operating Partnership of other Capital Shares of the Trust or the
Operating Partnership (whether or not such sale occurs concurrently with such
redemption). For purposes of the preceding sentence, "Capital Shares" means any
common shares, preferred shares, depositary shares, partnership or other
interests, participations or other ownership interests (however designated) and
any rights (other than debt securities convertible into or exchangeable for
equity securities) or options to purchase any of the foregoing of or in the
Trust or the Operating Partnership.
(b) If full cumulative dividends on the Series D-7 Preferred
Shares and any other series or class or classes of Parity Shares of the Trust
have not been paid or declared and set apart for payment, except as otherwise
permitted under Article VI of the Declaration, the Series D-7 Preferred Shares
may not be redeemed in part and the Trust may not purchase,
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redeem or otherwise acquire Series D-7 Preferred Shares or any Parity Shares
other than in exchange for Junior Shares.
(c) If the Trust shall redeem shares of Series D-7 Preferred
Shares pursuant to paragraph (a) of this Section 5, notice of such redemption
shall be given to each holder of record of the Series D-7 Preferred Shares to be
redeemed. Such notice shall be provided by first class mail, postage prepaid, at
such holder's address as the same appears on the stock records of the Trust, or
by publication in The Wall Street Journal or The New York Times, or if neither
such newspaper is then being published, any other daily newspaper of national
circulation. If the Trust elects to provide such notice by publication, it shall
also promptly mail notice of such redemption to the holders of the Series D-7
Preferred Shares to be redeemed. Neither the failure to mail any notice required
by this paragraph (c), nor any defect therein or in the mailing thereof, to any
particular holder, shall affect the sufficiency of the notice or the validity of
the proceedings for redemption with respect to the other holders. Any notice
that was mailed in the manner herein provided shall be conclusively presumed to
have been duly given on the date mailed whether or not the holder receives the
notice. Each such mailed or published notice shall state, as appropriate: (1)
the date on which such Series D-7 Preferred Shares are to be redeemed (the
"Redemption Date"); (2) the number of Series D-7 Preferred Shares to be redeemed
and, if fewer than all the Series D-7 Preferred Shares held by such holder are
to be redeemed, the number of such Series D-7 Preferred Shares to be redeemed
from such holder; (3) the Redemption Price; (4) the place or places at which
certificates for such Series D-7 Preferred Shares are to be surrendered for
payment of the Redemption Price; and (5) that dividends on the shares to be
redeemed shall cease to accrue on such Redemption Date except as otherwise
provided herein. Notice having been published or mailed as aforesaid, from and
after the Redemption Date (unless the Trust shall fail to make available an
amount of cash necessary to effect such redemption), (i) except as otherwise
provided herein, dividends on the Series D-7 Preferred Shares so called for
redemption shall cease to accumulate, (ii) said shares shall no longer be deemed
to be outstanding, and (iii) all rights of the holders thereof as holders of
Series D-7 Preferred Shares of the Trust shall cease (except the right to
receive the Redemption Price, without interest thereon, upon surrender and
endorsement of their certificates if so required). The Trust's obligation to
provide cash in accordance with the preceding sentence shall be deemed fulfilled
if, on or before the Redemption Date, the
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Trust shall deposit with a bank or trust company (which may be an affiliate of
the Trust) that has an office in the Borough of Manhattan, City of New York, or
in Baltimore, Maryland and that has, or is an affiliate of a bank or trust
company that has, a capital and surplus of at least $50,000,000, the cash
necessary for such redemption, in trust, with irrevocable instructions that such
cash be applied to the redemption of the Series D-7 Preferred Shares so called
for redemption. No interest shall accrue for the benefit of the holder of Series
D-7 Preferred Shares to be redeemed on any cash so set aside by the Trust.
Subject to applicable escheat laws, any such cash unclaimed at the end of two
years from the Redemption Date shall revert to the general funds of the Trust,
after which reversion the holders of such shares so called for redemption shall
look only to the general funds of the Trust for the payment of such cash.
As promptly as practicable after the surrender in accordance with
said notice of the certificates for any such Series D-7 Preferred Shares so
redeemed (properly endorsed or assigned for transfer, if the Trust shall so
require and if the notice shall so state), such Series D-7 Preferred Shares
shall be exchanged for the cash (without interest thereon) for which such Series
D-7 Preferred Shares have been redeemed. If fewer than all of the outstanding
Series D-7 Preferred Shares are to be redeemed, the Series D-7 Preferred Shares
to be redeemed shall be selected by the Trust from the outstanding Series D-7
Preferred Shares not previously called for redemption by lot or pro rata (as
nearly as may be) or by any other method determined by the Trust in its sole
discretion to be equitable. If fewer than all the Series D-7 Preferred Shares
evidenced by any certificate are redeemed, then new certificates evidencing the
unredeemed Series D-7 Preferred Shares shall be issued without cost to the
holder thereof.
SECTION 6. REACQUIRED SHARES TO BE RETIRED. All Series D-7
Preferred Shares which shall have been issued and reacquired in any manner by
the Trust shall be restored to the status of authorized but unissued shares of
Preferred Stock, without designation as to series.
SECTION 7. NO RIGHT OF CONVERSION. The Series D-7 Preferred Shares
are not convertible into or exchangeable for any other property or securities of
the Trust at the option of any holder of Series D-7 Preferred Shares.
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SECTION 8. PERMISSIBLE DISTRIBUTIONS. In determining whether a
distribution (other than upon liquidation, dissolution or winding up), whether
by dividend, or upon redemption or other acquisition of shares or otherwise, is
permitted under Maryland law, amounts that would be needed, if the Trust were to
be dissolved at the time of the distribution, to satisfy the preferential rights
upon dissolution of holders of shares of any class or series of beneficial
interest whose preferential rights upon dissolution are superior or prior to
those receiving the distribution shall not be added to the Trust's total
liabilities.
SECTION 9. RANKING. Any class or series of shares of beneficial
interest of the Trust shall be deemed to rank:
(a) prior to the Series D-7 Preferred Shares, as to the payment of
dividends and as to distribution of assets upon liquidation, dissolution or
winding up, if the holders of shares of such class or series shall be entitled
to the receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or priority to the
holders of Series D-7 Preferred Shares ("Senior Shares");
(b) on a parity with the Series D-7 Preferred Shares, as to the
payment of dividends and as to the distribution of assets upon liquidation,
dissolution or winding up, whether or not the dividend rates, dividend payment
dates or redemption or liquidation prices per share thereof be different from
those of the Series D-7 Preferred Shares, if the holders of shares of such class
or series and the Series D-7 Preferred Shares shall be entitled to the receipt
of dividends and of amounts distributable upon liquidation, dissolution or
winding up in proportion to their respective amounts of accumulated and unpaid
dividends per share or liquidation preferences, without preference or priority
one over the other ("Parity Shares"); and
(c) junior to the Series D-7 Preferred Shares, as to the payment
of dividends or as to the distribution of assets upon liquidation, dissolution
or winding up, if such shares shall be Common Shares or if the holders of Series
D-7 Preferred Shares shall be entitled to receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as the case may be,
in preference or priority to the holders of shares of such class or series, and
shares of
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such class or series shall not in either case rank prior to the Series D-7
Preferred Shares.
SECTION 10. VOTING. Except as otherwise set forth herein, the
Series D-7 Preferred Shares shall not have any relative, participating, optional
or other voting rights or powers, and the consent of the holders thereof shall
not be required for the taking of any corporate (or trust) action.
If and whenever six quarterly dividends (whether or not
consecutive) payable on the Series D-7 Preferred Shares or any series or class
of Parity Shares shall be in arrears (which shall, with respect to any such
quarterly dividend, mean that any such dividend has not been paid in full) and
whether or not earned or declared, the number of trustees then constituting the
Board of Trustees shall be increased by two and the holders of Series D-7
Preferred Shares, together with the holders of shares of every other series or
class of Parity Shares having like voting rights (shares of any such other
series, the "Voting Preferred Shares"), voting as a single class regardless of
series, shall be entitled to elect the two additional trustees to serve on the
Board of Trustees at any annual meeting of shareholders or special meeting held
in place thereof, or at a special meeting of the holders of Series D-7 Preferred
Shares and the Voting Preferred Shares called as hereinafter provided. Whenever
all arrears in dividends on the Series D-7 Preferred Shares and the Voting
Preferred Shares then outstanding shall have been paid and full dividends
thereon for the current quarterly dividend period shall have been paid or
declared and set apart for payment, then the right of the holders of the Series
D-7 Preferred Shares and the Voting Preferred Shares to elect such additional
two trustees shall cease (but subject always to the same provision for the
vesting of such voting rights in the case of any similar future arrearages in
six quarterly dividends), and the terms of office of all persons elected as
trustees by the holders of the Series D-7 Preferred Shares and the Voting
Preferred Shares shall forthwith terminate and the number of trustees
constituting the Board of Trustees shall be reduced accordingly. At any time
after such voting power shall have been so vested in the holders of shares of
Series D-7 Preferred Shares and the Voting Preferred Shares, the Secretary of
the Trust may, and upon the written request of any holder of Series D-7
Preferred Shares (addressed to the Secretary at the principal office of the
Trust) shall, call a special meeting of the holders of the Series D-7 Preferred
Shares and of the Voting Preferred Shares for the election of
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the two trustees to be elected by them as herein provided, such call to be made
by notice similar to that provided in the Bylaws of the Trust for a special
meeting of the shareholders or as required by law. If any such special meeting
required to be called as above provided shall not be called by the Secretary
within 20 days after receipt of such request, then any holder of Series D-7
Preferred Shares may call such meeting, upon the notice above provided, and for
that purpose shall have access to the stock books of the Trust. The trustees
elected at any such special meeting shall hold office until the next annual
meeting of the shareholders or special meeting held in lieu thereof if such
office shall not have previously terminated as above provided. If any vacancy
shall occur among the trustees elected by the holders of the Series D-7
Preferred Shares and the Voting Preferred Shares, a successor shall be elected
by the Board of Trustees, upon the nomination of the then-remaining trustee
elected by the holders of the Series D-7 Preferred Shares and the Voting
Preferred Shares or the successor of such remaining trustee, to serve until the
next annual meeting of the shareholders or special meeting held in place thereof
if such office shall not have previously terminated as provided above.
So long as any Series D-7 Preferred Shares are outstanding, in
addition to any other vote or consent of shareholders required by the
Declaration, the affirmative vote of at least 66-2/3% of the votes entitled to
be cast by the holders of Series D-7 Preferred Shares and the Voting Preferred
Shares, at the time outstanding, voting as a single class regardless of series,
given in person or by proxy, either in writing without a meeting or by vote at
any meeting called for the purpose, shall be necessary for effecting or
validating (a) any amendment, alteration or repeal of any of the provisions of
the Declaration or these Articles Supplementary that materially and adversely
affects the voting powers, rights or preferences of the Series D-7 Preferred
Shares; provided, however, that (i) the amendment of the provisions of the
Declaration so as to authorize or create or to increase the authorized amount
of, any Junior Shares or any shares of any class or series ranking on a parity
with the Series D-7 Preferred Shares or the Voting Preferred Shares shall not be
deemed to materially and adversely affect the voting powers, rights or
preferences of the holders of Series D-7 Preferred Shares and (ii) any filing
with the State Department of Assessments and Taxation of Maryland by the Trust
in connection with a merger, consolidation or sale of all or substantially all
of the assets of the Trust shall not be deemed to be an amendment, alteration or
repeal of any of
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the provisions of the Declaration or these Articles Supplementary; and provided
further, that if any such amendment, alteration or repeal would materially and
adversely affect any voting powers, rights or preferences of the Series D-7
Preferred Shares but not all series of Voting Preferred Shares at the time
outstanding, the affirmative vote of at least 66-2/3% of the votes entitled to
be cast by the holders of all series similarly affected at the time outstanding,
voting as a single class regardless of series, given in person or by proxy,
either in writing without a meeting or by vote at any meeting called for the
purpose, shall be required in lieu of the affirmative vote of at least 66-2/3%
of the votes entitled to be cast by the holders of the Series D-7 Preferred
Shares and the Voting Preferred Shares otherwise entitled to vote in accordance
herewith or (b) the authorization or creation of, or the increase in the
authorized or issued amount of, any shares of any class or series or any
security convertible into or exchangeable for shares of any class or series
ranking prior to the Series D-7 Preferred Shares in the distribution of assets
on any liquidation, dissolution or winding up of the Trust or in the payment of
dividends or distributions; provided, however, that, in the case of each of
subparagraphs (a) and (b), no such vote of the holders of Series D-7 Preferred
Shares or Voting Preferred Shares, as the case may be, shall be required if, at
or prior to the time when such amendment, alteration or repeal is to take
effect, or when the issuance of any such prior shares or convertible security is
to be made, provision is made for the redemption of all Series D-7 Preferred
Shares or Voting Preferred Shares, as the case may be, at the time outstanding
in accordance with Section 5 hereof.
For purposes of the foregoing provisions of this Section 9, each
Series D-7 Preferred Share shall have one (1) vote per share, except that when
any other series of Preferred Stock shall have the right to vote with the Series
D-7 Preferred Shares as a single class on any matter, then the Series D-7
Preferred Shares and such other series shall have with respect to such matters
one (1) vote per $50.00 of stated liquidation preference.
SECTION 11. RECORD HOLDERS. The Trust and the Transfer Agent may
deem and treat the record holder of any Series D-7 Preferred Shares as the true
and lawful owner thereof for all purposes, and neither the Trust nor the
Transfer Agent shall be affected by any notice to the contrary.
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SECTION 12. RESTRICTIONS ON OWNERSHIP AND TRANSFER. The Series D-7
Preferred Shares constitute Preferred Stock, and Preferred Stock constitutes
Equity Stock of the Trust. Therefore, the Series D-7 Preferred Shares, being
Equity Stock, are governed by and issued subject to all the limitations, terms
and conditions of the Declaration applicable to Equity Stock generally,
including but not limited to the terms and conditions (including exceptions and
exemptions) of Article VI of the Declaration applicable to Equity Stock. The
foregoing sentence shall not be construed to limit the applicability to the
Series D-7 Preferred Shares of any other term or provision of the Declaration.
SECOND: The Shares have been classified and designated by the
Board of Trustees under the authority contained in the Declaration.
THIRD: These Articles Supplementary have been approved by the
Board of Trustees in the manner and by the vote required by law.
FOURTH: The undersigned Vice President and Chief Financial Officer
acknowledges these Articles Supplementary to be the trust act of the Trust and,
as to all matters or facts required to be verified under oath, the undersigned
Vice President and Chief Financial Officer acknowledges that, to the best of his
knowledge, information and belief, these matters and facts are true in all
material respects and that this Statement is made under the penalties for
perjury.
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IN WITNESS WHEREOF, the Trust has caused these Articles
Supplementary to be executed in its name and on its behalf by its Vice President
and Chief Financial Officer and attested to by one of its Assistant Secretaries
on this 25th day of May, 2000.
VORNADO REALTY TRUST
/s/ Irwin Goldberg
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Name: Irwin Goldberg
Title: Vice President and Chief
Financial Officer
ATTEST:
/s/ Lee D. Ratner
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Name: Lee D. Ratner
Title: Assistant Secretary