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As filed with the Securities and Exchange Commission on February 9, 1999
Exhibit Index on Page 5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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, SADDLEBROOK, NEW JERSEY 07663
(Address of principle 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 ADDITIONAL SERIES D-1 PREFERRED UNITS BY VORNADO REALTY L.P.
On December 22, 1998, Vornado Realty L.P., a Delaware limited partnership
through which Vornado Realty Trust conducts its business (the "Operating
Partnership"), sold $27.5 million of Series D-1 Preferred Units of limited
partnership interest (the "Series D-1 Preferred Units") to an institutional
investor in a private placement, resulting in net proceeds of approximately
$26.8 million. As previously reported, on November 12, 1998, the Operating
Partnership sold $60 million of Series D-1 Preferred Units to the same
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 the Series D-1 Effective
Date (as defined below), 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 Effective
Date" means the sooner of (i) November 12, 2008, (ii) the first business day
following any period in which the Operating Partnership has failed to make full
distributions in respect of the Series D-1 Preferred Units for six quarters,
whether or not consecutive, (iii) the first business day following receipt by
the holder of the Series D-1 Preferred Units of either notice from Vornado
Realty Trust, or an opinion of counsel, that the Operating Partnership is or
likely is a "publicly-traded partnership," as defined in the Internal Revenue
Code of 1986, as amended, and (iv) the first business day following the date on
which the institutional investor to which the Series D-1 Preferred Units were
issued reasonably determines that there is an imminent and substantial risk that
the Series D-1 Preferred Units held by it represent or will represent 19.5% or
more of the total profits or capital interests in the Operating Partnership for
a taxable year.
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, as amended,
with respect to the Series D-1 Preferred Shares that may be issued upon
redemption of Series D-1 Preferred Units.
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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, dated November 12, 1998, as filed
with the State Department of Assessments and Taxation
of Maryland on November 25, 1998 (incorporated by
reference to Exhibit 3.1 to the Current Report on Form
8-K of Vornado Realty Trust, dated November 12, 1998)
3.2 Articles Supplementary to Declaration of Trust of
Vornado Realty Trust with respect to the Series D-1
Preferred Shares, dated December 22, 1998, as filed
with the State Department of Assessments and Taxation
of Maryland on January 12, 1999
3.3 Third Amendment to Second Amended and Restated
Agreement of Limited Partnership of Vornado Realty
L.P., dated as of November 12, 1998 (incorporated by
reference to Exhibit 3.2 to the Current Report on Form
8-K of Vornado Realty Trust, dated November 12, 1998)
3.4 Exhibit A, dated as of December 22, 1998, to Second
Amended and Restated Agreement of Limited Partnership
of Vornado Realty L.P.
99.1 Press release of Vornado Realty Trust, dated November
12, 1998 (incorporated by reference to Exhibit 99.1 to
the Current Report on Form 8-K of Vornado Realty Trust,
dated November 12, 1998)
99.2 Press release of Vornado Realty Trust, dated December
22, 1998
ITEM 8. NOT APPLICABLE.
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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: February 9, 1999
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Index to Exhibits
Exhibit Description
No.
3.1 Articles Supplementary to Declaration of Trust of Vornado Realty
Trust with respect to the Series D-1 Preferred Shares, dated as
of November 12, 1998, as filed with the State Department of
Assessments and Taxation of Maryland on November 25, 1998
(incorporated by reference to Exhibit 3.1 to the Current Report
on Form 8-K of Vornado Realty Trust, dated November 12, 1998)
3.2 Articles Supplementary to Declaration of Trust of Vornado Realty
Trust with respect to the Series D-1 Preferred Shares, dated as
of December 22, 1998, as filed with the State Department of
Assessments and Taxation of Maryland on January 12, 1999
3.3 Third Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of November
12, 1998 (incorporated by reference to Exhibit 3.2 to the Current
Report on Form 8-K of Vornado Realty Trust, dated November 12,
1998)
3.4 Exhibit A, dated as of December 22, 1998, to Second Amended and
Restated Agreement of Limited Partnership of Vornado Realty L.P.
99.1 Press release of Vornado Realty Trust, dated November 12, 1998
(incorporated by reference to Exhibit 99.1 to the Current Report
on Form 8-K of Vornado Realty Trust, dated November 12, 1998)
99.2 Press release of Vornado Realty Trust, dated December 22, 1998
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