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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 22-1657560
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(Address of Principal Executive Offices) (Zip Code)
VORNADO REALTY TRUST 1993 OMNIBUS SHARE PLAN
(Full Title of the Plan)
JOSEPH MACNOW
VORNADO REALTY TRUST
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(Name and Address of Agent for Service)
(201) 587-1000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Patricia A. Ceruzzi, Esq.
Janet T. Geldzahler, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
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CALCULATION OF REGISTRATION FEE
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NUMBER OF PROPOSED
SHARES PROPOSED MAXIMUM AMOUNT OF
TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
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COMMON SHARES OF BENEFICIAL INTEREST
(PAR VALUE $.04 PER SHARE)........... 3,500,000 $71.19 $249,165,000 $75,504.55
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(1) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(h) based upon the
average of the high and low price of the Common Shares of Beneficial
Interest of Vornado Realty Trust as reported on the New York Stock Exchange
on June 9, 1997.
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STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
The contents of the Registrant's Registration Statement on Form S-8 (File
No. 333-09159), as filed with the Securities and Exchange Commission on July 30,
1996, are hereby incorporated by reference.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
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3.1 Amended and Restated Declaration of Trust of the Company, amended April 3,
1997
3.2 By-laws of the Company, as amended on April 28, 1997 (incorporated by
reference to Exhibit 3(b) of the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 1997 (File No. 001-11954) filed on May 14,
1997)
4.1 Vornado Realty Trust 1993 Omnibus Share Plan, as amended
4.2 Specimen certificate representing the Company's Common Shares of
Beneficial Interest (incorporated by reference to Amendment No. 1 to the
Company's Registration Statement on Form S-3 (File No. 33-62395), filed on
October 26, 1995)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in its opinion
filed as Exhibit 5.1)
24.1 Powers of Attorney (included on signature page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Vornado Realty
Trust certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Saddle Brook and State of New Jersey, on June
11, 1997.
VORNADO REALTY TRUST,
a Maryland real estate investment trust
By /s/ Joseph Macnow
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Joseph Macnow
Vice President - Chief Financial Officer
and Controller (Principal Financial and
Accounting Officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven Roth, Michael D. Fascitelli and Joseph
Macnow, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement and
any and all registration statements necessary to register additional securities,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission or any other
regulatory authority, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Steven Roth Chairman of the Board of Trustees June 11, 1997
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Steven Roth
/s/ Michael D. Fascitelli President and Trustee
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Michael D.Fascitelli June 11, 1997
/s/ Bernard H. Mendik Co-Chairman of the Board of
- ------------------------- Trustees and Chief Executive Officer
Bernard H. Mendik of the Mendik Division June 11, 1997
/s/ Joseph Macnow Vice President - Chief Financial
- ------------------------- Officer and Controller (Principal
Joseph Macnow Financial and Accounting Officer) June 11, 1997
/s/ David Mandelbaum
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David Mandelbaum Trustee June 11, 1997
/s/ Stanley Simon
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Stanley Simon Trustee June 11, 1997
/s/ Richard R. West
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Richard R. West Trustee June 11, 1997
/s/ Ronald G. Targan
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Ronald G. Targan Trustee June 11, 1997
/s/ Russell B. Wight, Jr.
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Russell B. Wight, Jr. Trustee June 11, 1997
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EXHIBIT INDEX
Exhibit
Number Description
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3.1 Amended and Restated Declaration of Trust of the Company, amended April 3,
1997
3.2 By-laws of the Company, as amended on April 28, 1997 (incorporated by
reference to Exhibit 3(b) of the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 1997 (File No. 001-11954) filed on May 14,
1997)
4.1 Vornado Realty Trust 1993 Omnibus Share Plan, as amended
4.2 Specimen certificate representing the Company's Common Shares of
Beneficial Interest (incorporated by reference to Amendment No. 1 to the
Company's Registration Statement on Form S-3 (File No. 33-62395), filed on
October 26, 1995)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in its opinion
filed as Exhibit 5.1)
24.1 Powers of Attorney (included on signature page)
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