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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 18, 1996
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VORNADO REALTY TRUST
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(Exact Name of Registrant as Specified in Charter)
Maryland 1-11954 22-1657560
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Park 80 West, Plaza II, Saddle Brook, New Jersey 07663
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 587-1000
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Page 1
Exhibit Index on Page 4
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ITEMS 1-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On December 18, 1996, Vornado Realty Trust, a real estate
investment trust organized under the laws of the State of Maryland
(the "Company") entered into an Underwriting Agreement and related
Terms Agreement with Goldman, Sachs & Co. relating to the issuance
and sale by the Company of an aggregate of 1,500,000 common shares of
beneficial interest, par value $0.04 per share (the "Common Shares")
of the Company (the "Firm Offered Securities"), plus an additional
225,000 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. 33-62395).
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
(a) - (b) NOT APPLICABLE.
(c) EXHIBITS.
1.1 Underwriting Agreement, dated
December 18, 1996, between Vornado
Realty Trust and Goldman, Sachs &
Co.
1.2 Terms Agreement, dated December 18,
1996, between Vornado Realty Trust
and Goldman, Sachs & Co.
8.1 Tax Opinion of Sullivan & Cromwell,
dated December 18, 1996 (Exhibit A
referenced in Sullivan & Cromwell's
tax opinion is filed herewith as
Exhibit 8.2).
8.2 Tax Opinion of Shearman & Sterling,
dated December 18, 1996.
23.1 Consent of Sullivan & Cromwell
(included in Exhibit 8.1)
23.2 Consent of Shearman & Sterling
(included in Exhibit 8.2)
23.3 Consent of Deloitte & Touche LLP
ITEM 8. NOT APPLICABLE.
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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: December 18, 1996 By: /s/ JOSEPH MACNOW
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Joseph Macnow
Vice President --
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
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1.1 Underwriting Agreement, dated December 18, 1996,
between Vornado Realty Trust and Goldman, Sachs & Co.
1.2 Terms Agreement, dated December 18, 1996, between
Vornado Realty Trust and Goldman, Sachs & Co.
8.1 Tax Opinion of Sullivan & Cromwell, dated December 18,
1996 (Exhibit A referenced in Sullivan & Cromwell's
tax opinion is filed herewith as Exhibit 8.2)
8.2 Tax Opinion of Shearman & Sterling, dated December 18,
1996
23.1 Consent of Sullivan & Cromwell (included in
Exhibit 8.1)
23.2 Consent of Shearman & Sterling (included in
Exhibit 8.2)
23.3 Consent of Deloitte & Touche LLP