1
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) April 26, 1995
-------------------------------
VORNADO REALTY TRUST
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Maryland 1-11954 22-1657560
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Park 80 West, Plaza II, Saddle Brook, New Jersey 07663
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 587-1000
-----------------------------
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Page 1
Exhibit Index on Page 4
2
Items 1-4. Not Applicable.
Item 5. Other Events.
On April 26, 1955, Vornado Realty Trust, a real estate investment
trust organized under the laws of the State of Maryland (the "Company")
entered into a Purchase Agreement and related Pricing Agreement with
Merrill Lynch & Co., Merrill, Lynch, Pierce, Fenner & Smith Incorporated,
Alex. Brown & Sons Incorporated, Dean Witter Reynolds Inc. and Goldman,
Sachs & Co. relating to the issuance and sale by the Company of an
aggregate of 2,500,000 common shares of beneficial interest, par value
$0.04 per share (the "Common Shares") of the Company (the "Firm Offered
Securities"), plus an additional 375,000 Common Shares, the issuance and
sale of which is subject to the exercise of an over-allotment option (the
"Additional Offered Securities" and together with the Firm Offered
Securities, the "Offered Securities"). The Offered Securities were
registered under the Securities Act of 1933, as amended, pursuant to the
Company's Registration Statement on Form S-3 (File No. 33-52441).
Item 6. Not Applicable.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) - (b) Not Applicable.
(c) Exhibits.
1.1 Purchase Agreement, dated April 26, 1995,
among Vornado Realty Trust and Merrill
Lynch & Co., Merrill, Lynch, Pierce,
Fenner & Smith Incorporated, Alex. Brown &
Sons Incorporated, Dean Witter Reynolds
Inc. and Goldman, Sachs & Co.
1.2 Pricing Agreement, dated April 26, 1995,
among Vornado Realty Trust and Merrill
Lynch & Co., Merrill, Lynch, Pierce,
Fenner & Smith Incorporated, Alex. Brown &
Sons Incorporated, Dean Witter Reynolds
Inc. and Goldman, Sachs & Co.
8.1 Tax Opinion of Sullivan & Cromwell, dated
April 26, 1995. (Exhibit A referenced in
Sullivan & Cromwell's tax opinion is filed
herewith as Exhibit 8.2).
8.2 Tax Opinion of Shearman & Sterling, dated
April 26, 1995.
Item 8. Not Applicable.
Page 2
3
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: April 26, 1995 By: /s/ JOSEPH MACNOW
--------------------------
Joseph Macnow
Vice President --
Chief Financial Officer
Page 3
4
INDEX TO EXHIBITS
-----------------
Exhibit No. Exhibit
- ----------- -------
1.1 Purchase Agreement, dated April 26, 1995,
among Vornado Realty Trust and Merrill
Lynch & Co., Merrill, Lynch, Pierce,
Fenner & Smith Incorporated, Alex. Brown &
Sons Incorporated, Dean Witter Reynolds
Inc. and Goldman, Sachs & Co.
1.2 Pricing Agreement, dated April 26,
1995, among Vornado Realty Trust and
Merrill Lynch & Co., Merrill, Lynch,
Pierce, Fenner & Smith Incorporated,
Alex. Brown & Sons Incorporated,
Dean Witter Reynolds Inc. and
Goldman, Sachs & Co.
8.1 Tax Opinion of Sullivan & Cromwell,
dated April 26, 1995. (Exhibit A referenced
in Sullivan & Cromwell's tax opinion is filed
herewith as Exhibit 8.2).
8.2 Tax Opinion of Shearman & Sterling,
dated April 26, 1995.
Page 4