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As filed with the Securities and Exchange Commission on March 17, 1999
Exhibit Index on Page 5
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): March 3, 1999
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.
VORNADO INCREASES INVESTMENT IN CHARLES E. SMITH COMMERCIAL REALTY L.P. TO 34%
As of March 3, 1999 Vornado Realty Trust made an additional $242
million investment in Charles E. Smith Commercial Realty L.P. ("Smith") by
contributing to Smith the land under certain Smith office properties in Crystal
City, Arlington, Virginia and partnership interests in certain Smith
subsidiaries. Vornado acquired these assets from Commonwealth Atlantic
Properties, Inc. ("CAPI"), an affiliate of Lazard Freres Real Estate Investors
L.L.C., immediately prior to the contribution to Smith. Together with Vornado's
investment in Smith made in 1997 and the units it is reacquiring today from
Vornado Operating Company, Vornado now owns approximately 34% of Smith's
limited partnership units. In addition, Vornado acquired from CAPI for $8
million the land under a Marriott Hotel located in Crystal City.
The purchase price was paid to CAPI by Vornado issuing $250 million of
6% Convertible Preferred Units of Vornado's operating partnership. The Preferred
Units are convertible at $44 per unit and the coupon increases to 6.50% over the
next three years and then fixes at 6.75% in year eight. Vornado will appoint one
of three members to the Smith Board of Managers, increasing under certain
circumstances to two of four members in March 2002.
In connection with these transactions, Vornado agreed to make a
five-year $41 million loan to CAPI with interest at 8%, increasing to 9% ratably
over the term. The loan will be secured by approximately $55 million of the
Vornado units issued to CAPI as well as certain real estate assets.
Smith owns interests in a total of 10.7 million square feet of office
properties in Northern Virginia and Washington, D.C., and manages an additional
14.6 million square feet of office and other commercial properties in the
Washington, D.C. area.
VORNADO INCREASES INVESTMENT IN NEWKIRK JOINT VENTURES
In March 1999, Vornado and its joint venture partner in the Newkirk Joint
Ventures completed an acquisition of additional equity interests in various
limited partnerships which own real estate. Vornado has an approximately 30%
interest in the Newkirk Joint Ventures. Vornado's investment was approximately
$52 million, consisting of units of limited partnership interest in Vornado
Realty, L.P. valued at approximately $47.3 million and approximately $4.6
million in cash.
VORNADO AGREES TO SELL SERIES B PREFERRED SHARES IN PUBLIC OFFERING
On March 12, 1999, Vornado Realty Trust and Vornado Realty L.P. entered
into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, PaineWebber Incorporated,
Prudential Securities Incorporated and Salomon Smith Barney Inc., as
representatives of the several underwriters named in the underwriting
agreement, relating to the issuance and sale by Vornado of an aggregate of 3
million 8.5% Series B Cumulative Redeemable Preferred Shares, liquidation
preference $25.00 per share, no par value (the "Series B Preferred Shares"), of
Vornado for an aggregate purchase price of approximately $72.6 million. The
issuance and sale of the Series B Preferred Shares is expected to be
consummated on March 17, 1998 and is subject to customary closing conditions.
Vornado has granted the underwriters an option, exercisable for 30 days after
March 12, 1999, to purchase up to 450,000 additional Series B Preferred Shares,
solely to cover overallotments. If this option is exercised in full, the total
proceeds to Vornado will be approximately $83.5 million. Expenses payable by
Vornado in connection with the offering of the Series B Preferred Shares are
estimated at approximately $405,000.
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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
1.1 Underwriting Agreement, dated March 12, 1999, among Vornado
Realty Trust, Vornado Realty L.P., Merrill Lynch, Pierce
Fenner & Smith Incorporated and the other underwriters named
therein.
3.1 Fifth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of March
3, 1999 (Issuance of Series E-1 Convertible Preferred Units
to Commonwealth Atlantic Properties, Inc.).
3.2 Exhibit A to Second Amended and Restated Agreement of Limited
Partnership of Vornado Realty L.P., dated as of March 11,
1999 (Newkirk Acquisition).
3.3 Articles Supplementary to Declaration of Trust of Vornado
Realty Trust with Respect to Series B Preferred Shares.
99.1 Press Release of Vornado Realty Trust, dated March 4, 1999.
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: March 17, 1999
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Index to Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated March 12, 1999, among Vornado
Realty Trust, Vornado Realty L.P., Merrill Lynch, Pierce
Fenner & Smith Incorporated and the other underwriters named
therein.
3.1 Fifth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of March
3, 1999. (Issuance of Series E-1 Convertible Preferred Units
to Commonwealth Atlantic Properties, Inc.)
3.2 Exhibit A to Second Amended and Restated Agreement of Limited
Partnership of Vornado Realty L.P., dated as of March 11,
1999 (Newkirk Acquisition).
3.3 Articles Supplementary to Declaration of Trust of Vornado
Realty Trust with Respect to Series B Preferred Shares.
99.1 Press release of Vornado Realty Trust, dated March 4, 1999.
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