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EXHIBIT 1.2
VORNADO REALTY TRUST
(a Maryland real estate investment trust)
Common Shares of Beneficial Interest
TERMS AGREEMENT
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December 18, 1996
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
Dear Ladies and Gentlemen:
Vornado Realty Trust, a Maryland real estate investment trust
(the "Company"), proposes, subject to the terms and conditions stated herein
and in the Underwriting Agreement, dated December 18, 1996 (the "Underwriting
Agreement"), to issue and sell to you (the "Underwriter") the Securities
specified herein (the "Offered Securities"). This agreement is the Terms
Agreement relating to the Offered Securities referred to in the Underwriting
Agreement.
Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Terms Agreement to the same extent as if such provisions had been
set forth in full herein; and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the date of this
Terms Agreement, except that each representation and warranty that refers to
the Prospectus in Section 1 of the Underwriting Agreement shall be deemed to be
a representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Terms Agreement in relation to the Prospectus
as amended or supplemented relating to the Offered Securities which are the
subject of this Terms Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise defined herein,
terms defined in the
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Underwriting Agreement are used herein as therein defined. The address of the
Underwriters referred to in Section 11 of the Underwriting Agreement is c/o
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention:
Richard Lieb.
An amendment to the Registration Statement, or the Prospectus
Supplement, as the case may be, relating to the Offered Securities, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and to sell to the Underwriter, and the Underwriter agrees to purchase
from the Company, at the time and place and at the purchase price to the
Underwriter set forth herein, the number of Offered Securities set forth below.
The Company hereby grants to the Underwriter the right to
purchase at its election up to the number of Additional Offered Securities set
forth herein on the terms referred to herein for the sole purpose of covering
over-allotments in the sale of the Firm Offered Securities. Any such election
to purchase Additional Offered Securities may be exercised by notice from the
Underwriter to the Company specifying the number of Additional Offered
Securities to be purchased and the date on which such Additional Offered
Securities are to be delivered.
Pursuant to Section 2 of the Underwriting Agreement, the
Company agrees with the Underwriter as follows:
1. Total number of Offered Securities to be issued:
Firm Offered Securities 1,500,000 Common Shares
Additional Offered Securities
(maximum): 225,000 Common Shares
2. Initial public offering price per share: The Common
Shares offered hereby may be offered by the
Underwriter from time to time for sale in one or more
transactions on the NYSE or otherwise, at market
prices prevailing at the time of sale, at prices
related to prevailing market prices, or at negotiated
prices, subject to prior sale when, as and if
delivered to and accepted by the Underwriter. The
Underwriter may effect such transactions by selling
Common Shares to or through dealers.
3. Underwriting price to be paid by the Underwriter:
$49.04
4. Specified Funds for payment of the purchase price:
Wire transfer of same day funds
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5. Closing date, time and location: December 23, 1996,
Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third
Avenue, New York, New York 10022.
6. Listing: New York Stock Exchange
7. Names and addresses of Representatives: N/A
8. Other Requirements:
(a) The applicable lock-up period pursuant to
Section 3(l) is 60 days from the date hereof.
(b) Each of Steve Roth, Chairman of the Board and
Chief Executive Officer of the Company, and
Interstate Properties will agree that,
subject to certain exceptions without the
consent of the Underwriter, not to, directly
or indirectly, sell, offer to sell, grant any
option for the sale of, contract to sell or
otherwise transfer or dispose of, or announce
the intent to take any such action, any
Common Shares or any security convertible or
exchangeable for Common Shares for a period
of 60 days from the date hereof.
(c) For purposes of Section 1 of the Underwriting
Agreement, "subsidiary" shall include
Alexander's, Inc. and representations and
warranties with respect to a "subsidiary"
shall apply to Alexander's, Inc.
(d) This Agreement shall be governed by the laws
of the State of New York.
9. Other:
Registration Statement(s):
No. 33-52441
No. 33-62395
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If the foregoing is in accordance with your understanding of
the agreement between you and the Company, please sign and return to the
Company a counterpart hereof, whereupon this instrument along with all
counterparts (including the provisions of the
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Underwriting Agreement incorporated by reference herein) shall be a binding
agreement between the Underwriter and the Company in accordance with its terms
and the terms of the Underwriting Agreement.
Very truly yours,
VORNADO REALTY TRUST
By: /s/ Joseph Macnow
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Name: Joseph Macnow
Title: Vice President and Chief Financial
Officer
Accepted as of the date first above written:
GOLDMAN, SACHS & CO.
/s/ Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
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Schedule I
to
Terms Agreement
N/A
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