1
As filed with the Securities and Exchange Commission on May 26, 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): May 17, 1999
Commission File Number: 001-11954
VORNADO REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction of incorporation) 22-1657560
(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)
2
ITEMS 1 - 4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
VORNADO SELLS SERIES C PREFERRED
SHARES IN PUBLIC OFFERING
On May 17, 1999, Vornado Realty Trust and Vornado Realty L.P.
entered into an underwriting agreement with Salomon Smith Barney, Merrill Lynch
& Co., Morgan Stanley Dean Witter, PaineWebber Incorporated and Prudential
Securities, as representatives of the several underwriters named in the
underwriting agreement, relating to the issuance and sale by Vornado of an
aggregate of 4 million 8.5% Series C Cumulative Redeemable Preferred Shares,
liquidation preference $25.00 per share, no par value (the "Series C Preferred
Shares"), of Vornado for an aggregate net purchase price of approximately $96.85
million. Vornado granted the underwriters an option, exercisable for 30 days
after May 17, 1999, to purchase up to 600,000 additional Series C Preferred
Shares, solely to cover overallotments. The issuance and sale of the Series C
Preferred Shares was consummated on May 20, 1999 and the option to cover
overallotments was exercised in full, with the total proceeds to Vornado being
approximately $111.38 million. Expenses payable by Vornado in connection with
the offering of the Series C Preferred Shares are estimated at approximately
$400,000.
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 May 17, 1999, among Vornado Realty
Trust, Vornado Realty L.P., Salomon Smith Barney Inc. and the other
underwriters named therein.
3.1 Articles Supplementary to Declaration of Trust of Vornado Realty
Trust with Respect to Series C Preferred Shares (incorporated by
reference to Exhibit 3.7 of Vornado Realty Trust's Registration
Statement on Form 8-A (File No. 001-11954), filed on May 19, 1999).
99.1 Press Release of Vornado Realty Trust, dated May 17, 1999.
99.2 Press Release of Vornado Realty Trust, dated May 20, 1999.
-2-
3
ITEM 8. NOT APPLICABLE.
-3-
4
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: May 26, 1999
-4-
5
Index to Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated May 17, 1999, among Vornado Realty
Trust, Vornado Realty L.P., Salomon Smith Barney Inc. and the other
underwriters named therein.
3.1 Articles Supplementary to Declaration of Trust of Vornado Realty
Trust with Respect to Series C Preferred Shares (incorporated by
reference to Exhibit 3.7 of Vornado Realty Trust's Registration
Statement on Form 8-A (File No. 001-11954), filed on May 19, 1999).
99.1 Press Release of Vornado Realty Trust, dated May 17, 1999.
99.2 Press Release of Vornado Realty Trust, dated May 20, 1999.
-5-