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Exhibit 1.2
Vornado Realty Trust
Common Shares of Beneficial Interest
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Pricing Agreement
April 9, 1998
Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004
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 April 9, 1998 (the "Underwriting Agreement"),
among the Company and Vornado Realty L.P. (the "Operating Partnership") on the
one hand and Goldman, Sachs & Co. on the other hand, to issue and sell to you
the Shares specified in Schedule II hereto (the "Designated Shares" consisting
of Firm Shares and any Optional Shares you may elect to purchase). 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 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 Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 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 Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Shares which are the subject of this Pricing Agreement. Each
reference to the Representatives 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 Underwriting Agreement are used herein as
therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, 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, (a) the Company agrees
to issue and sell to you, and you agree to purchase from the Company, at the
time and place and at the purchase price set forth in Schedule II hereto the
number of Firm Shares set forth in Schedule I hereto and, (b) in the event and
to the extent that you shall exercise the election to purchase Optional Shares,
as provided
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below, the Company agrees to issue and sell to you, and you agree to purchase
from the Company at the purchase price set forth in Schedule II hereto that
portion of the number of Optional Shares as to which such election shall have
been exercised.
The Company hereby grants to you the right to purchase at your election
up to the number of Optional Shares set forth in Schedule I hereto on the terms
referred to in the paragraph above for the sole purpose of covering
over-allotments in the sale of the Firm Shares. Any such election to purchase
Optional Shares may be exercised by written notice from you to the Company given
within a period of 30 calendar days after the date of this Pricing Agreement,
setting forth the number of Optional Shares to be purchased and the date on
which such Optional Shares are to be delivered, as determined by you, but in no
event earlier than the Time of Delivery or, unless you and the Company otherwise
agree in writing, no earlier than two or later than ten business days after the
date of such notice.
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If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by you,
this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between you and the Company.
Very truly yours,
Vornado Realty Trust
By: /s/ Joseph Macnow
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Name: Joseph Macnow
Title: Executive Vice President,
Finance and Administration
Accepted as of the date hereof:
Goldman, Sachs & Co.
By: /s/ Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
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SCHEDULE I
Maximum
Number
Number of of Optional
Firm Shares Shares Which
to be May be
Underwriter Purchased Purchased
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Goldman, Sachs & Co. 10,000,000 1,500,000
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SCHEDULE II
Number of Designated Shares:
Number of Firm Shares: 10,000,000
Maximum Number of Optional Shares: 1,500,000
Initial Offering Price to Public:
Goldman, Sachs & Co. propose to offer the Designated Shares from time to time
for sale in one or more transactions on the New York Stock Exchange, in the
over-the-counter market 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 Goldman,
Sachs & Co.
Purchase Price by Goldman, Sachs & Co.:
$40.125 per Share
Form of Designated Shares:
Definitive form, to be made available for checking at least twenty-four hours
prior to the Time of Delivery at the office of The Depository Trust Company or
its designated custodian.
Specified Funds for Payment of Purchase Price:
Wire transfer of same day funds.
Blackout Provisions:
Subject to certain exceptions, the Company, Steven Roth, Michael Fascitelli and
Interstate Properties, during the period beginning from the date of the
Prospectus Supplement and continuing to and including the date 30 days after the
date of the Prospectus Supplement, shall not offer, sell, contract to sell or
otherwise dispose of any securities of the Company (other than pursuant to
employee stock option plans existing, or on the conversion or exchange of
convertible or exchangeable securities outstanding, on the date of the
Prospectus Supplement) which are substantially similar to the Designated Shares
or which are convertible or exchangeable into securities which are substantially
similar to the Designated Shares, without the prior written consent of Goldman,
Sachs & Co., except for the Designated Shares, any Shares (or securities
convertible into or exercisable or exchangeable for Shares) issued by the
Company in connection with acquisitions and an additional 1,100,000 newly issued
Shares.
Time of Delivery:
9:00 a.m. (New York City time), April 15, 1998
Closing Location:
Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New York
10022
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If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by you,
this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between you and the Company.
Very truly yours,
Vornado Realty Trust
By: /s/ Joseph Macnow
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Name: Joseph Macnow
Title: Executive Vice President,
Finance and Administration
Accepted as of the date hereof:
Goldman, Sachs & Co.
By: /s/ Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
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