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As filed with the Securities and Exchange Commission on November 30, 1998
Exhibit Index on Page 4
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): November 12, 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)
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ITEMS 1 - 4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
ISSUANCE OF SERIES D-1 PREFERRED UNITS BY VORNADO REALTY L.P.
On November 12, 1998, Vornado Realty L.P., a Delaware limited
partnership through which Vornado Realty Trust conducts its business (the
"Operating Partnership"), sold $60 million of Series D-1 Preferred Units of
limited partnership interest in the Operating Partnership (the "Series D-1
Preferred Units") to an institutional investor in a private placement, resulting
in net proceeds of approximately $58.5 million. The Series D-1 Preferred Units
are perpetual and may be redeemed without penalty in whole or in part by the
Operating Partnership at any time on or after November 12, 2003 for cash equal
to $25 per Series D-1 Preferred Unit and any accumulated and unpaid
distributions owing in respect of the Series D-1 Preferred Units being redeemed.
At any time on or after November 12, 2008, or earlier upon the occurrence of
certain events, holders of Series D-1 Preferred Units will have the right to
have their Series D-1 Preferred Units redeemed by the Operating Partnership for
(i) cash equal to $25 for each Series D-1 Preferred Unit and any accumulated and
unpaid distributions owing in respect of the Series D-1 Preferred Units being
redeemed or (ii) at the option of Vornado Realty Trust, one Series D-1 8.5%
Cumulative Redeemable Preferred Share of Beneficial Interest, no par value (the
"Series D-1 Preferred Shares"), of Vornado Realty Trust for each Series D-1
Preferred Unit redeemed. The Series D-1 Preferred Shares will be perpetual and
will be redeemable at the option of Vornado Realty Trust at any time on and
after November 12, 2003 for cash equal to $25 per Series D-1 Preferred Share
plus dividends accumulated and unpaid prior to the date of redemption. No Series
D-1 Preferred Shares are now outstanding. Vornado Realty Trust and the purchaser
of the Series D-1 Preferred Units have entered into a registration rights
agreement with respect to the Series D-1 Preferred Shares that may be issued
upon redemption of Series D-1 Preferred Units.
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-K:
Exhibit No. Description
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3.1 Articles Supplementary to Declaration of Trust of Vornado Realty
Trust with respect to the Series D-1 Preferred Shares
3.2 Third Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of November
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12, 1998
99.1 Press Release of Vornado Realty Trust, dated November 12, 1998
ITEMS 8 AND 9. NOT APPLICABLE.
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)
By: /s/ Irwin Goldberg
-----------------------------------
Name: Irwin Goldberg
Title: Vice President,
Chief Financial Officer
Date: November 30, 1998
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Index to Exhibits
Exhibit No. Description
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3.1 Articles Supplementary to Declaration of Trust of Vornado Realty
Trust with respect to the Series D-1 Preferred Shares
3.2 Third Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of November
12, 1998
99.1 Press Release of Vornado Realty Trust, dated November 12, 1998
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