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Exhibit 2.1(b)
Appendix B
March ___, 1997
RE: Vornado Realty Trust -- UPREIT Formation
All of the transactions set forth in the following, including the transfers
to Delaware LLC 1, are intended to take place and be effective on the same date.
The contributions to Delaware LLC 1 are intended to be the last step in this
sequence and it is necessary that all of the liquidations, dissolutions and
mergers provided for herein be completed and effective prior to the
contributions to Delaware LLC 1. The limited liability company is the survivor
in all mergers of corporations with limited liability companies.
I. PROPERTIES HELD DIRECTLY BY VORNADO REALTY TRUST
All property, other than interests in qualified REIT subsidiaries, held
directly by Vornado Realty Trust ("Vornado") will be transferred to a
newly-formed Delaware limited liability company ("Delaware LLC 1"). This
property includes:
East Brunswick Warehouse
[Saddle Brook Office (lease)]
[nonvoting shares in Vornado Management Corp.]
II. PROPERTIES HELD BY VORNADO THROUGH QUALIFIED REIT
SUBSIDIARIES ("QRSs") OTHER THAN THOSE UNDER VORNADO
FINANCE CORP. ("VFC")
A. Non-Pennsylvania Properties.
1. Delaware Entities
Vornado Investments Corp. will transfer all of its assets,
including securities and its shares in Alexander's, Inc., to
Delaware LLC 1.
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2. New Jersey Entities
Vornado will transfer 1% of the interests in each of:
Bridgeland Warehouses, Inc.
Durham Leasing Corporation
Hackbridge Corporation
Littleton Holding Corporation
Kearny Leasing Corporation
Kearny Holding Corporation
Montclair Holding Corporation
North Bergen Stores, Inc.
Clementon Holding Corp.
No. Plainfield Holding Corp.
Rahway Leasing Corporation
Watchung Holding Corporation
(the "New Jersey Direct QRSs")
to a newly-formed Delaware LLC ("Delaware LLC 2"). Immediately
following that transfer Vornado will own all of the interests in
Delaware LLC 2.
Then each of the New Jersey Direct QRSs will be merged into a
newly-formed New Jersey limited liability company (New Jersey
LLCs 1 through 12"). All of the interests in New Jersey LLCs 1
through 12 will be held by Vornado, either directly or through
Delaware LLC2, immediately following those mergers. Vornado will
then contribute the interests that it holds directly in New
Jersey LLCs 1 through 12, and the interests in Delaware LLC 2, to
Delaware LLC 1.
3. New York Entities
Each of:
Cross Avenue Broadway Corporation
14th Street Acquisition Corporation
Greenwich Holding Corporation
Menands Holding Corporation
Two Guys from Harrison, N.Y., Inc.
(the "New York Direct QRSs")
will transfer its assets to a newly-formed New York
limited liability company ("New York LLCs 1 through 5).
Immediately following those transfers, the
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New York Direct QRSs will own all of the interests in New York
LLCs 1 through 5, but on the same date the New York Direct QRSs
will contribute the interests in New York LLCs 1 through 5 to
Delaware LLC 1. The New York Direct QRSs will continue to exist
as direct subsidiaries of Vornado.
In addition, 825 Seventh Avenue Holding Corporation ("825
Corporation") will transfer all of its assets other than 21% of
the interests in [825 Seventh Avenue LLC] to a newly-formed New
York limited liability company ("New York LLC 6"), the interests
in New York LLC 6 will be contributed on the same date to
Delaware LLC 1.*
4. Maryland Entities
Each of:
Hagerstown Holding Corporation
T.G. Stores, Inc.
(the "Maryland Direct QRSs")
will merge into a newly-formed Maryland limited liability company
("Maryland LLCs 1 and 2"). All of the interests in Maryland LLCs
1 and 2 will be held by Vornado immediately following the
mergers, but will be contributed on that same date to Delaware
LLC 1.
5. Connecticut Entities
None.
6. Massachusetts Entities
Vornado will transfer 1% of the interests in each of:
Two Guys Mass., Inc.
Springfield Holding Corporation
(the "Massachusetts Direct QRSs")
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* Alternatively, if consent to the transfer of the 21% interest is obtained,
825 Seventh Avenue Holding Corporation will transfer all of its assets to
New York LLC 6.
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to a newly-formed Delaware LLC ("Delaware LLC 3"). Immediately
following that transfer Vornado will own all of the interests in
Delaware LLC 3.
Then the Massachusetts direct QRSs will each merge into a
newly-formed Massachusetts limited liability company
("Massachusetts LLCs 1 and 2"). Following those mergers Vornado
will own, either directly or through Delaware LLC 3, all of the
interests in Massachusetts LLCs 1 and 2. Vornado will then
contribute the interests that it holds directly in Massachusetts
LLCs 1 and 2, and the interests in Delaware LLC 3, to Delaware
LLC 1.
7. Texas Entities
None.
B. Pennsylvania Properties
Bethlehem Holding Company* will form a wholly-owned limited liability
company subsidiary ("Pennsylvania LLC 1"), then contribute its assets
to a newly-formed Pennsylvania limited partnership ("Pennsylvania LP
1") in which the Bethlehem Holding Company will hold a 99% limited
partnership interest and Pennsylvania LLC 1 will hold a 1% general
partnership interest. Immediately following but on the same date as
those transactions, Bethlehem Holding Company will contribute its
limited partnership interests in Pennsylvania LP 1 and the membership
interests in Pennsylvania LLC 1 to Delaware LLC 1.**
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* This entity is organized as a business trust. It is owned by Vornado
Acquisition Corp., a subsidiary of Vornado.
** [We are considering whether this Pennsylvania business trust can be
transferred under Delaware LLC 1 without dropping its property into a
lower-tier limited partnership.]
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Gallery Market Holding Company* will form a wholly-owned limited
liability company subsidiary ("Pennsylvania LLC 2"), then contribute
its assets to a newly-formed Pennsylvania limited partnership
("Pennsylvania LP 2") in which Gallery Market Holding Company will
hold a 99% limited partnership interest and Pennsylvania LLC 2 will
hold a 1% general partnership interest. Immediately following but on
the same date as those transactions, Gallery Market Holding Company
will contribute its limited partnership interests in Pennsylvania LP 2
and the membership interests in Pennsylvania LLC 2 to Delaware LLC
1.**
III. PROPERTIES HELD BY VORNADO THROUGH VFC
A. VFC's Formation of a Lower-tier Partnership
VFC will form a Delaware limited liability company ("Delaware LLC 4")
and then contribute all of the interests in
Vornado Holding Corporation
Lanthorp Enterprises, Inc.
Atlantic City Holding Corporation
Bordentown Holding Corporation
Phillipsburg Holding Corp.
Camden Holding Corporation
Cumberland Holding Corporation
Delran Holding Corporation
Dover Holding Corporation
Evesham Holding Corporation
Hanover Holding Corp.
Hanover Public Warehousing, Inc.
Hanover Industries, Inc.
T.G. Hanover, Inc.
Hanover Leasing Corporation
Jersey City Leasing Corporation
Lawnside Holding Corporation
The Second Lawnside Corp.
Whitehorse Lawnside Corp.
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* This entity is organized as a business trust that is wholly-owned by
Vornado.
** [We are considering whether this Pennsylvania business trust can be moved
under Delaware LLC 1 without dropping its properties into a lower-tier
partnerships.]
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Lawnwhite Holding Corp.
Lodi Industries Corporation
Lodi Leasing Corporation
Manalapan Industries, Inc.
Middletown Holding Corporation
New Hanover, Inc.
New Woodbridge, Inc.
Star Universal Corporation
Turnersville Holding Corporation
Two Guys From Harrison, Inc.
Unado Corp.
Amherst Industries Inc.
Amherst Holding Corporation
Brentwood Development Corp.
Henrietta Holding Corporation
Rochester Holding Corporation
The 2nd Rochester Corp.
Dundalk Stores Corp.
Eudowood Holding Corporation
Glen Burnie Shopping Plaza, Inc.
Two Guys - Conn., Inc.
Newington Holding Corporation
Chicopee Holding Corporation
Dallas Skillman Abrams Crossing Corporation
Lewisville Town Centre Corporation
Mesquite Crossing Corporation
to a newly-formed Delaware limited partnership ("Delaware LP 1")
in which the 99% limited partnership interest will be held by
VFC and the 1% general partnership interest will be held by
Delaware LLC 4. VFC will contribute all of its interests in
Delaware LP 1 and Delaware LLC 4 to Delaware LLC 1. VFC will
continue to exist as a direct subsidiary of Vornado.
B. Activities Beneath the Delaware LP 1
1. Non-Vornado Holding Corporation QRSs
a. Delaware Entities
Lanthorp Enterprises, Inc. will merge into a
newly-formed Delaware limited liability company
("Delaware LLC 5"). Following that merger, Delaware LP 1
will own all of the interests in Delaware LLC 5.
b. New Jersey Entities
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Delaware LP 1 will transfer 1% of the
interests in each of:
Atlantic City Holding Corporation
Bordentown Holding Corporation
Phillipsburg Holding Corp.
Camden Holding Corporation
Cumberland Holding Corporation
Delran Holding Corporation
Dover Holding Corporation
Evesham Holding Corporation
Hanover Holding Corporation
Hanover Public Warehousing, Inc.
Hanover Industries, Inc.
T.G. Hanover, Inc.
Hanover Leasing Corporation
Jersey City Leasing Corporation
Lawnside Holding Corporation
The Second Lawnside Corp.
Whitehorse Lawnside Corp.
Lawnwhite Holding Corp.
Lodi Industries Corporation
Lodi Leasing Corporation
Manalapan Industries, Inc.
Middletown Holding Corporation
New Hanover, Inc.
New Woodbridge, Inc.
Star Universal Corporation
Turnersville Holding Corporation
Two Guys From Harrison, Inc.
Unado Corp.
(together, the "New Jersey VFC QRSs")
to a newly-formed Delaware limited liability
company ("Delaware LLC 6"). Immediately
following that transfer Delaware LP 1 will
own all of the interests in Delaware LLC 6.
Then each of the New Jersey VFC QRSs will
merge into a newly-formed New Jersey limited
liability company ("New Jersey LLCs 13
through 40"). Following those mergers,
Delaware LP 1 will own all of the interests
in New Jersey LLCs
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13 through 40, either directly or, as to 1%, indirectly through
Delaware LLC 6.*
c. New York Entities
Each of:
Amherst Industries, Inc.
Amherst Holding Corporation
Brentwood Development Corp.
Henrietta Holding Corporation
Rochester Holding Corporation
The 2nd Rochester Corp.
will merge into a newly-formed New York limited liability company
("New York LLCs 7 through 12"). Following those mergers, Delaware LP
1 will own all of the interests in New York LLCs 7 through 12.
d. Pennsylvania Entities
None.
e. Maryland Entities
Each of:
Dundalk Stores Corp.
Eudowood Holding Corporation
Glen Burnie Shopping Plaza, Inc.
will merge into a newly-formed Maryland limited liability company
("Maryland LLCs 3 through 5"). Following those mergers, Delaware LP
1 will own all of the interests in Maryland LLCs 3 through 5.
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* If required approvals for the mergers of the New Jersey VFC QRSs cannot be
obtained in a timely fashion, they will drop their assets into New Jersey
limited liability company subsidiaries (using a wholly-owned Delaware LLC sub
as a 1% member, then distribute the interests in those limited liability
companies to Delaware LP 1. After that distribution, Delaware LP 1 will
transfer the shares in the New Jersey VFC QRSs (which at that point will just
be shells) to Vornado or a subsidiary of Vornado.
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f. Connecticut Entities
Prior to VFC's transfer of the interests in the VFC QRSs to
Delaware LP 1, as described in Part III, A above, each of:
Two Guys - Conn., Inc.
Newington Holding Corporation
will transfer 1% of their assets to a Delaware limited
convey their assets to a newly-formed Delaware limited
liability company ("Delaware LLC 7"). Immediately following
that transfer Two Guys - Conn., Inc. and Newington Holding
Corporation will own all of the interests in Delaware LLC 7.
After that conveyance, Two Guys - Conn., Inc. and Delaware
LLC 7 will transfer their assets (other than, in the case of
Two Guys - Conn., Inc., the membership interests in Delaware
LLC 7, and, in the case of Delaware LLC 7, its interest in
the Newington Holding Corporation property) to a
newly-formed Connecticut limited liability company
("Connecticut LLC 1"). Newington Holding Corporation and
Delaware LLC 7 will make a similar transfer to a
newly-formed Connecticut limited liability company
("Connecticut LLC 2").
Two Guys - Conn. Inc. and Newington Holding Corporation will
then (i) dissolve or (ii) if state regulatory approvals
delay their dissolution, distribute all of their assets to
VFC, after which distribution VFC will transfer the stock of
Two Guys - Conn., Inc. and Newington Holding Corporation
(which at that point are only corporate shells) to another
Vornado subsidiary.*
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* If Two Guys - Conn., Inc. and Newington Holding Corporation are to
dissolve, that dissolution will occur after VFC transfers its assets to
Delaware LP 1.
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g. Massachusetts Entities
Delaware LP 1 will transfer 1% of the interests in Chicopee
Holding Corporation to a newly-formed Delaware limited
liability company ("Delaware LLC 8"). Immediately following
that contribution, Delaware LP 1 will own all of the
interests in Delaware LLC 8.
Chicopee Holding Corporation will then merge into a
newly-formed Massachusetts limited liability company
("Massachusetts LLC 3"). Following that merger, Delaware LP
1 will own all of the interests in Massachusetts LLC 3,
either directly or, as to 1%, indirectly through Delaware
LLC 8.
h. Texas Entities
Each of:
Dallas Skillman Abrams Crossing
Corporation
Lewisville Town Centre Corporation
Mesquite Crossing Corporation
will form a wholly-owned Texas limited liability company
("Texas LLCs 1 through 3"), then contribute their properties
to newly-formed Texas limited partnerships ("Texas LPs 1
through 3") in which the foregoing corporations (the "Texas
QRSs") will hold direct 99% limited partnership interests
and in which Texas LLCs 1 through 3 will hold the 1% general
partnership interests. The Texas QRSs will then dissolve
before VFC contributes its direct and indirect interests in
Delaware LP 1 and Delaware LLC 2 to Delaware LLC 1.
2. Vornado Holding Corporation and its Subsidiaries
a. Step 1
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After the transfer of the VFC subsidiaries to Delaware LP 1
and Delaware LLC 4 as described above in III, A, each of:
Bensalem Holding Company
Lancaster Holding Company
Marple Holding Company
Philadelphia Holding Company
Pike Holding Company
Two Guys From Harrison Company
Upper Moreland Holding Company
York Holding Company
will form a wholly-owned Pennsylvania limited liability
company ("Pennsylvania LLCs 3 through 10"), then contribute
their properties to newly-formed Pennsylvania limited
partnerships ("Pennsylvania LPs 3 through 10") in which the
foregoing entities (the "Pennsylvania QRSs") will hold
direct 99% limited partnership interests and in which
Pennsylvania LLCs 3 through 10 will hold the 1% general
partnership interests.
b. Step 2:
Vornado Holding Corporation will then dissolve.
c. Step 3:
The Pennsylvania QRSs will then dissolve, causing Delaware
LP 1 to own all of the interests in Pennsylvania LLCs 3
through 10 and, directly or indirectly, Pennsylvania LPs 3
through 10.]
IV. MERGER INTO OPERATING PARTNERSHIP
Following the completion of the steps described above, Delaware LLC 1 will
merge into an existing Delaware limited partnership, Vornado Realty L.P. Vornado
will receive 26,087,910 Units in Vornado Realty L.P., and such additional Units
(with such designations, preferences and other rights) as Vornado (as General
Partner of Vornado Realty L.P.) would be entitled to receive assuming that the
First Amended and Restated Agreement of Limited Partnership of Vornado Realty
L.P. were in effect as of the date hereof,
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including Sections 4.2.A. and 4.2.E., provided that Vornado shall contribute to
the Operating Partnership, or shall use for the payment of Vornado's or Vornado
Sub's obligations under the Master Contribution Agreement, the proceeds or other
consideration from the issuance of Vornado's securities between the date hereof
and the Closing or shall contribute to the Operating Partnership any assets
purchased with such proceeds or other consideration.
V. 1740 BROADWAY ACQUISITION
Delaware LLC 1 will form a wholly-owned single member limited liability
company that will acquire all the interests in 1740 Broadway Associates from
1740 Broadway Investment Company.
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