UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
AUGUST 31, 2005
VORNADO REALTY L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE NO. 000-22635 NO. 13-3925979
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
888 SEVENTH AVENUE 10019
NEW YORK, NEW YORK (Zip Code)
(Address of Principal Executive offices)
Registrant's 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.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Items 3.02 and 5.03 UNREGISTERED SALE OF EQUITY SECURITIES AND AMENDMENTS TO
ARTICLES OF INCORPORATION OR BYLAWS; CHANGE OF YEAR
On August 31, 2005, Vornado Realty Trust (the "General Partner") issued and sold
$185,00,000 of 6.625% Series I Cumulative Redeemable Preferred Shares
(liquidation preference $25.00 per share) at $25.00 per share (which included
400,000 shares pursuant to a 1,050,000 share over-allotment option granted to
the underwriters), in an underwritten public offering pursuant to an effective
registration statement. On August 31, 2005, the General Partner, as the General
Partner of Vornado Realty L.P. (the "Company"), amended the agreement of limited
partnership of the Company to designate and authorize the issuance of 12,050,000
of the Company's 6.625% Series I Preferred Units, liquidation preference, $25.00
per Series I Preferred Unit. A copy of that amendment is attached hereto as
Exhibit 3.1 and incorporated herein by reference. On August 31, 2005, the
General Partner contributed the net proceeds from the offering of 6.625 Series I
Cumulative Redeemable Preferred Shares to the Company in exchange for 7,400,000
6.625% Series I Preferred Units of the Company (with economic terms that mirror
the terms of the General Partner's 6.625% Series I Cumulative Redeemable
Preferred Shares). In the event the underwriters of the offering of Series I
Cumulative Redeemable Preferred Shares exercise their option to purchase up to
650,000 such shares to cover over-allotments, the General Partner will use the
net proceeds from such sale to purchase an equivalent number of Series I
Preferred Units. The offering of the 6.625% Series I Preferred Units to the
General Partner is exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended.
The Company's 6.625% Series I Preferred Units will rank, as to distributions and
upon liquidation, senior to the Class A Common Units of limited partnership
interest in the Company and on parity with other preferred units in the Company,
as set forth in the amendment to the Company's limited partnership agreement
attached hereto as an exhibit.
Item 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
3.1 Thirtieth Amendment to Second Amended and Restated Agreement of Limited
Partnership.
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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.
(Registrant)
By: VORNADO REALTY TRUST,
Sole General Partner
By: /s/ Joseph Macnow
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Name: Joseph Macnow
Title: Executive Vice President
- Finance and Administration and
Chief Financial Officer
Date: August 31, 2005
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EXHIBIT INDEX
3.1 Thirtieth Amendment to Second Amended and Restated Agreement of Limited
Partnership.
4