1
Exhibit Index on Page 4
As filed with the Securities and Exchange Commission on January 29, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) JANUARY 26, 1998
Commission File Number: 1-11954
VORNADO REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 22-1657560
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification Number)
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(Address of principal executive offices) (Zip Code)
(201)587-1000
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Page 1
2
ITEM 1. NOT APPLICABLE.
ITEMS 2-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On January 26, 1998, Vornado Realty Trust entered into a
definitive agreement to acquire a substantial portion of the real
estate portfolio of the Kennedy family for approximately $625 million,
consisting of $465 million in cash, $50 million in indebtedness and
$110 million in Operating Partnership Units and Convertible Preferred
Operating Partnership Units. The properties to be acquired include the
Merchandise Mart in Chicago.
The acquired real estate assets include a mixed-use portfolio
of office, retail and showroom properties which aggregate approximately
5.3 million net rentable square feet. In addition to the Merchandise
Mart, Vornado will acquire the Apparel Center in Chicago, the
Washington Design Center and the Washington Office Center in
Washington, D.C. The transaction also includes the acquisition of
Merchandise Mart Properties Inc., which manages the properties and
trade shows.
The closing, which is expected in the second quarter, is
subject to customary closing conditions.
This transaction was arrived at through arms-length
negotiations and was consummated through subsidiaries of Vornado Realty
L.P. Vornado Realty Trust owns 92.4% of Vornado Realty L.P. and is the
sole general partner.
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) The required financial statements will be filed on Form 8-K/A
as soon as practicable, but in any event within 60 days after
this Current Report on Form 8-K is filed.
(b) The required pro forma financial information will be filed on
Form 8-K/A as soon as practicable, but in any event within 60
days after this Current Report on Form 8-K is filed.
Exhibit No. Exhibit
99.1 Press Release, dated January 26, 1998, of
Vornado Realty Trust announcing an agreement
to acquire the Merchandise Mart and other
properties from the Kennedy family.
ITEMS 8-9. Not Applicable.
Page 2
3
VORNADO REALTY TRUST
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
------------------------
(Registrant)
Date: January 29, 1998 /s/ Irwin Goldberg
------------------------
IRWIN GOLDBERG
Vice President,
Chief Financial Officer
Page 3
4
INDEX TO EXHIBITS
PAGE
EXHIBIT NO: EXHIBIT REFERENCE
99.1 Press Release, dated January 26, 1998, of Vornado Realty 5
Trust announcing an agreement to acquire the Merchandise
Mart and other properties from the Kennedy family.
Page 4