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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
Commission file number 1-6064
Date of Report (Date of earliest event reported) February 6, 1995
ALEXANDER'S, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 51-01-00517
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
31 WEST 34TH STREET, NEW YORK, NEW YORK 10001
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (212) 760-9500
NOT APPLICABLE
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(Former name, former address and former fiscal year, if changed since last
report)
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The Exhibit Index is on Page 5
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ITEM 5. OTHER EVENTS
VORNADO AND ALEXANDER'S TO CONSUMMATE TRANSACTIONS
New York, NY, February 6, 1995 - Alexander's, Inc. (NYSE:ALX) and Vornado
Realty Trust (NYSE:VNO) announced today that they have agreed in principle to
enter into a number of transactions designed to provide Alexander's with
greater financial flexibility and resources. Among other things, Alexander's
will become a real estate investment trust, will obtain new financing, will
extend its existing leasing arrangement and will enter into a comprehensive
management and development agreement. Alexander's also had previously received
an extension date for its final payment to creditors.
Vornado has agreed to provide Alexander's with up to $75 million of
secured financing for a three year term. Alexander's has agreed to extend for
three years an exclusive leasing agreement with Vornado. Vornado will also
serve as Alexander's manager and developer and Steven Roth, the Chairman and
Chief Executive of Vornado, will become CEO of Alexander's. Stephen Mann will
remain Chairman of Alexander's. Among other conditions, these transactions are
subject to the closing of the stock acquisition described below and to
bankruptcy court approval.
Alexander's will use the proceeds of the financing to repay allowed
general unsecured creditor claims, to repay certain loans and for working
capital and real estate development costs and activities. Alexander's stated
that to complete its planned development activities additional financing will
be required. These financings are in various stages of negotiation.
Vornado, which owns 2.3% of Alexander's common stock, also announced that
it has entered into an agreement to acquire all of the 1,353,468 Alexander's
shares (27.1%) owned by Citibank, N.A. for $40.50 per share in cash. Mr. Roth
and Interstate Properties, a partnership in which Mr. Roth is a general
partner, together own 34.5% of the outstanding common shares of beneficial
interest of Vornado and 27.2% of Alexander's common stock. Upon consummation
of this acquisition, which is conditioned upon Alexander's becoming a REIT,
Vornado and its affiliates will own 56.4% of the outstanding common stock of
Alexander's. Vornado and its affiliates will be restricted for three years
from owning in excess of two-thirds of Alexander's common stock without the
consent of the independent directors of Alexander's. This transaction is
subject to bankruptcy court approval of the management and development
agreement and financing referred to above. Vornado may seek participants for
its loan to Alexander's and anticipates it will seek to augment its cash
balances with additional borrowings.
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These various transactions are expected to close in the first half of
1995.
Alexander's also announced that it had entered into an agreement with the
Official Committee of Unsecured Creditors on terms of an extension of up to
March 31, 1995 for the final payment of approximately $28,000,000 due general
unsecured creditors under the company's plan of reorganization. Alexander's
will be required to auction properties if creditors are not repaid by March 31,
1995. The agreement was approved by the bankruptcy court on January 4, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: February 6, 1995 ALEXANDER'S, INC.
/s/ Steven Santora
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Title: Vice President and
Controller
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EXHIBIT INDEX
Exhibit
Number Description Page No.
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10.1 Management and Development Agreement, dated
as of February 6, 1995 between Vornado Realty
Trust and Alexander's Inc., on behalf of
itself and each subsidiary listed therein . . . . . . 5
10.2 Standstill and Corporate Governance Agreement
dated as of February 6, 1995 by and among
Vornado Realty Trust, Interstate Properties
and Alexander's, Inc., . . . . . . . . . . . . . . . 37
10.3 Commitment letter dated as of February 6, 1995
between Vornado Realty Trust and Alexander's, Inc., . 46