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Exhibit Index on page 6
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 22-1657560
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(Address of Principal Executive Offices) (Zip Code)
VORNADO REALTY TRUST 1993 OMNIBUS SHARE PLAN
(Full Title of the Plan)
JOSEPH MACNOW
VORNADO REALTY TRUST
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(Name and Address of Agent for Service)
(201) 587-1000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Alan Sinsheimer, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
CALCULATION OF REGISTRATION FEE
Title Of Number Of Proposed
Securities Shares Proposed Maximum Amount Of
To Be To Be Maximum Offering Aggregate Registration
Registered Registered Price Per Share(1) Offering Price(1) Fee
- ---------- ---------- ------------------ ----------------- ---
Common Shares
Of Beneficial
Interest (Par Value $.04
Per Share)........................ 7,000,000 $ 37.5625 $ 262,937,500 $ 73,097
========= ================== ================= ============
(1) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(h) based upon the average
of the high and low price of the Common Shares of Beneficial Interest of Vornado
Realty Trust as reported on the New York Stock Exchange on June 21, 1999.
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STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
The contents of the Registrant's Registration Statement on Form S-8 (File No.
333-09159), as filed with the Securities and Exchange Commission on July 30,
1996, are hereby incorporated by reference.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 Amended and Restated Declaration of Trust of the Company, amended
April 3, 1997 (incorporated by reference to Exhibit 3.1 of Vornado
Realty Trust's Registration Statement on Form S-8 (File No.
333-29011), filed on June 12, 1997)
4.2 Articles of Amendment of Declaration of Trust of Vornado Realty
Trust, as filed with the State Department of Assessments and
Taxation of Maryland on April 22, 1998 (incorporated by reference
to Exhibit 3.1 of Vornado Realty Trust's Current Report on Form
8-K dated April 22, 1998 (File No. 001-11954), filed on April 28,
1998)
4.3 Articles Supplementary classifying Vornado Realty Trust's $3.25
Series A Preferred Shares of Beneficial Interest, liquidation
preference $50.00 per share (incorporated by reference to Exhibit
4.1 of Vornado Realty Trust's Current Report on Form 8-K/A, dated
April 3, 1997 (File No. 001-11954), filed on April 8, 1997)
4.4 Articles Supplementary classifying Vornado Realty Trust's Series
D-1 8.5% Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 3.1 of Vornado Realty
Trust's Current Report on Form 8-K dated November 12, 1998 (File
No. 001-11954), filed on November 30, 1998)
4.5 Articles Supplementary classifying additional Series D-1 8.5%
Preferred Shares of Beneficial Interest, liquidation preference
$25.00 per share, no par value (incorporated by reference to
Exhibit 3.2 of Vornado Realty Trust's Current Report on Form
8-K/A, dated November 12, 1998 (File No. 001-11954), filed on
February 9, 1999)
4.6 Articles Supplementary classifying Vornado Realty Trust's 8.5%
Series B Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 3.3 of Vornado Realty
Trust's Current Report on Form 8-K, dated March 3, 1999 (File No.
001-11954), filed on March 17, 1999)
4.7 Articles Supplementary classifying Vornado Realty Trust's 8.5%
Series C Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
(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)
4.8 By-laws of Vornado Realty Trust, as amended on April 28, 1997
(incorporated by reference to Exhibit 3(b) of Vornado Realty
Trust's Quarterly Report on Form 10-Q for the period ended March
31, 1997 (File No. 001-11954), filed on May 14, 1997)
4.9 Second Amended and Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of October 20, 1997 (the
"Partnership Agreement") (incorporated by reference to Exhibit 3.4
of Vornado Realty Trust's Annual Report on Form 10-K for the year
ended December 31, 1997 (File No. 001-11954), filed on March 31,
1998)
4.10 Amendment, dated as of December 16, 1997, to the Partnership
Agreement (incorporated by reference to Exhibit 3.5 of Vornado
Realty Trust's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 001-11954), filed on March 31, 1998)
4.11 Second Amendment, dated as of April 1, 1998, to the Partnership
Agreement (incorporated by reference to Exhibit 3.5 of Vornado
Realty Trust's Registration Statement on Form S-3 (File No.
333-50095), filed on April 14, 1998)
4.12 Third Amendment, dated as of November 12, 1998, to the Partnership
Agreement (incorporated by reference to Exhibit 3.2 of Vornado
Realty Trust's Current Report on Form 8-K, dated November 12, 1998
(File No. 1-11954), filed on November 30, 1998)
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4.13 Fourth Amendment to the Partnership Agreement, dated as of
November 30, 1998 (incorporated by reference to Exhibit 3.1 of
Vornado Realty Trust's Current Report on Form 8-K, dated December
1, 1998 (File No. 1-11954), filed on February 9, 1999)
4.14 Exhibit A to the Partnership Agreement, dated as of December 22,
1998 (incorporated by reference to Exhibit 3.4 of Vornado Realty
Trust's Current Report on form 8-K/A, dated November 12, 1998
(File No. 1-11954), filed on February 9, 1999)
4.15 Fifth Amendment to the Partnership Agreement, dated as of March 3,
1999 (incorporated by reference to Exhibit 3.1 of Vornado Realty
Trust's Current Report on Form 8-K, dated March 3, 1999 (File No.
1-11954), filed on March 17, 1999)
4.16 Vornado Realty Trust's 1993 Omnibus Share Plan, as amended
(incorporated by reference to Exhibit 4.1 of Vornado Realty
Trust's Registration Statement on Form S-8 (File No. 333-29011),
filed on June 12, 1997)
4.17 Specimen certificate representing Vornado Realty Trust's Common
Shares of Beneficial Interest (incorporated by reference to
Amendment No. 1 to Vornado Realty Trust's Registration Statement
on Form S-3 (File No. 33-62395), filed on October 26, 1995)
4.18 Specimen certificate evidencing Vornado Realty Trust's $3.25
Series A Preferred Shares of Beneficial Interest, liquidation
preference $50.00 per share, no par value (incorporated by
reference to Exhibit 4.2 of Vornado Realty Trust's Current Report
on Form 8-K, dated April 3, 1997 (File No. 001-11954), filed on
April 8, 1998)
4.19 Specimen certificate evidencing Vornado Realty Trust's 8.5% Series
B Cumulative Redeemable Preferred Shares of Beneficial Interest,
liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 4.2 of Vornado Realty
Trust's Registration Statement on Form 8-A (File No. 001-11954),
filed on March 15, 1999)
4.20 Specimen certificate evidencing Vornado Realty Trust's 8.5% Series
C Cumulative Redeemable Preferred Shares of Beneficial Interest,
liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 4.2 of Vornado Realty
Trust's Registration Statement on Form 8-A (File No. 001-11954),
filed on May 19, 1999)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its
opinion filed as Exhibit 5.1)
23.2 Consents of Deloitte & Touche LLP
23.3 Consent of Friedman Alpren & Green LLP
23.4 Consent of Sharrard, McGee & Co., P.A.
23.5 Consent of KPMG LLP
24.1 Powers of Attorney (included on page 5)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Vornado Realty Trust
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Saddle Brook and State of New Jersey, on June
24, 1999.
VORNADO REALTY TRUST,
a Maryland real estate investment trust
By: /s/ Irwin Goldberg
------------------
Irwin Goldberg
Vice President - Chief Financial Officer
(Principal Financial and Accounting Officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven Roth, Michael D. Fascitelli,
Joseph Macnow and Irwin Goldberg, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) and supplements to this
Registration Statement and any and all registration statements necessary to
register additional securities, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission or any other regulatory authority, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Steven Roth Chairman of the Board of Trustees June 24, 1999
- ------------------------- (Principal Executive Officer)
Steven Roth
/s/ Michael D. Fascitelli President and Trustee June 24, 1999
- -------------------------
Michael D. Fascitelli
/s/ Irwin Goldberg Vice President - Chief June 24, 1999
- ------------------------- Financial Officer
Irwin Goldberg (Principal Financial
and Accounting Officer)
/s/ David Mandelbaum
- -------------------------
David Mandelbaum Trustee June 24, 1999
/s/ Stanley Simon
- -------------------------
Stanley Simon Trustee June 24, 1999
/s/ Ronald G. Targan
- -------------------------
Ronald G. Targan Trustee June 24, 1999
/s/ Richard R. West
- -------------------------
Richard R. West Trustee June 24, 1999
/s/ Russell B. Wight, Jr.
- -------------------------
Russell B. Wight, Jr. Trustee June 24, 1999
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EXHIBIT INDEX
Exhibit
Number Description
4.1. Amended and Restated Declaration of Trust of the Company, amended
April 3, 1997 (incorporated by reference to Exhibit 3.1 of Vornado
Realty Trust's Registration Statement on Form S-8 (File No.
333-29011), filed on June 12, 1997)
4.2. Articles of Amendment of Declaration of Trust of Vornado Realty
Trust, as filed with the State Department of Assessments and
Taxation of Maryland on April 22, 1998 (incorporated by reference
to Exhibit 3.1 of Vornado Realty Trust's Current Report on Form
8-K dated April 22, 1998 (File No. 001-11954), filed on April 28,
1998)
4.3. Articles Supplementary classifying Vornado Realty Trust's $3.25
Series A Preferred Shares of Beneficial Interest, liquidation
preference $50.00 per share (incorporated by reference to Exhibit
4.1 of Vornado Realty Trust's Current Report on Form 8-K/A, dated
April 3, 1997 (File No. 001-11954), filed on April 8, 1997)
4.4. Articles Supplementary classifying Vornado Realty Trust's Series
D-1 8.5% Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 3.1 of Vornado Realty
Trust's Current Report on Form 8-K dated November 12, 1998 (File
No. 001-11954), filed on November 30, 1998)
4.5. Articles Supplementary classifying additional Series D-1 8.5%
Preferred Shares of Beneficial Interest, liquidation preference
$25.00 per share, no par value (incorporated by reference to
Exhibit 3.2 of Vornado Realty Trust's Current Report on Form
8-K/A, dated November 12, 1998 (File No. 001-11954), filed on
February 9, 1999)
4.6. Articles Supplementary classifying Vornado Realty Trust's 8.5%
Series B Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 3.3 of Vornado Realty
Trust's Current Report on Form 8-K, dated March 3, 1999 (File No.
001-11954), filed on March 17, 1999)
4.7. Articles Supplementary classifying Vornado Realty Trust's 8.5%
Series C Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
(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)
4.8. By-laws of Vornado Realty Trust, as amended on April 28, 1997
(incorporated by reference to Exhibit 3(b) of Vornado Realty
Trust's Quarterly Report on Form 10-Q for the period ended March
31, 1997 (File No. 001-11954), filed on May 14, 1997)
4.9. Second Amended and Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of October 20, 1997 (the
"Partnership Agreement") (incorporated by reference to Exhibit 3.4
of Vornado Realty Trust's Annual Report on Form 10-K for the year
ended December 31, 1997 (File No. 001-11954), filed on March 31,
1998)
4.10. Amendment, dated as of December 16, 1997, to the Partnership
Agreement (incorporated by reference to Exhibit 3.5 of Vornado
Realty Trust's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 001-11954), filed on March 31, 1998)
4.11. Second Amendment, dated as of April 1, 1998, to the Partnership
Agreement (incorporated by reference to Exhibit 3.5 of Vornado
Realty Trust's Registration Statement on Form S-3 (File No.
333-50095), filed on April 14, 1998)
4.12. Third Amendment, dated as of November 12, 1998, to the Partnership
Agreement (incorporated by reference to Exhibit 3.2 of Vornado
Realty Trust's Current Report on Form 8-K, dated November 12, 1998
(File No. 1-11954), filed on November 30, 1998)
4.13. Fourth Amendment to the Partnership Agreement, dated as of
November 30, 1998 (incorporated by reference to Exhibit 3.1 of
Vornado Realty Trust's Current Report on Form 8-K, dated December
1, 1998 (File No. 1-11954), filed on February 9, 1999)
4.14. Exhibit A to the Partnership Agreement, dated as of December 22,
1998 (incorporated by reference to Exhibit 3.4 of Vornado Realty
Trust's Current Report on form 8-K/A, dated November 12, 1998
(File No. 1-11954), filed on February 9, 1999)
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4.15. Fifth Amendment to the Partnership Agreement, dated as of March 3,
1999 (incorporated by reference to Exhibit 3.1 of Vornado Realty
Trust's Current Report on Form 8-K, dated March 3, 1999 (File No.
1-11954), filed on March 17, 1999)
4.16. Vornado Realty Trust 1993 Omnibus Share Plan, as amended
(incorporated by reference to Exhibit 4.1 of Vornado Realty
Trust's Registration Statement on Form S-8 (File No. 333-29011),
filed on June 12, 1997)
4.17. Specimen certificate representing Vornado Realty Trust's Common
Shares of Beneficial Interest (incorporated by reference to
Amendment No. 1 to Vornado Realty Trust's Registration Statement
on Form S-3 (File No. 33-62395), filed on October 26, 1995)
4.18. Specimen certificate evidencing Vornado Realty Trust's $3.25
Series A Preferred Shares of Beneficial Interest, liquidation
preference $50.00 per share, no par value (incorporated by
reference to Exhibit 4.2 of Vornado Realty Trust's Current Report
on Form 8-K, dated April 3, 1997 (File No. 001-11954), filed on
April 8, 1998)
4.19. Specimen certificate evidencing Vornado Realty Trust's 8.5% Series
B Cumulative Redeemable Preferred Shares of Beneficial Interest,
liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 4.2 of Vornado Realty
Trust's Registration Statement on Form 8-A (File No. 001-11954),
filed on March 15, 1999)
4.20. Specimen certificate evidencing Vornado Realty Trust's 8.5% Series
C Cumulative Redeemable Preferred Shares of Beneficial Interest,
liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 4.2 of Vornado Realty
Trust's Registration Statement on Form 8-A (File No. 001-11954),
filed on May 19, 1999)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its
opinion filed as Exhibit 5.1)
23.2 Consents of Deloitte & Touche LLP
23.3 Consent of Friedman Alpren & Green LLP
23.4 Consent of Sharrard, McGee & Co., P.A.
23.5 Consent of KPMG LLP
24.1 Powers of Attorney (included on page 5)
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