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As filed with the Securities and Exchange Commission on July 7, 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 27, 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.
ISSUANCE OF SERIES D-2 PREFERRED UNITS BY VORNADO REALTY L.P.
On May 27, 1999, Vornado Realty L.P., a Delaware limited partnership
through which Vornado Realty Trust conducts its business (the "Operating
Partnership"), sold approximately $27.5 million of Series D-2 Preferred Units of
limited partnership interest (the "Series D-2 Preferred Units") to an
institutional investor in a private placement.
The Series D-2 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
May 27, 2004 for cash equal to $50 per Series D-2 Preferred Unit and any
accumulated and unpaid distributions owing in respect of the Series D-2
Preferred Units being redeemed. At any time on or after the Series D-2 Effective
Date (as defined below), holders of Series D-2 Preferred Units will have the
right to have their Series D-2 Preferred Units redeemed by the Operating
Partnership for (i) cash equal to $50 for each Series D-2 Preferred Unit and any
accumulated and unpaid distributions owing in respect of the Series D-2
Preferred Units being redeemed or (ii) at the option of Vornado Realty Trust,
one 8.375% Series D-2 Cumulative Redeemable Preferred Share of Beneficial
Interest, no par value (the "Series D-2 Preferred Shares"), of Vornado Realty
Trust for each Series D-2 Preferred Unit redeemed. The "Series D-2 Effective
Date" means the sooner of (i) May 27, 2009, (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-2 Preferred Units for six quarters,
whether or not consecutive, (iii) the first business day following receipt by
the holder of the Series D-2 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-2 Preferred Units were
issued reasonably determines that there is an imminent and substantial risk that
the Series D-2 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-2 Preferred Shares will be perpetual and will be redeemable
at the option of Vornado Realty Trust at any time on and after May 27, 2004 for
cash equal to $50 per Series D-2 Preferred Share plus dividends accumulated and
unpaid prior to the date of redemption. No Series D-2 Preferred Shares are now
outstanding. Vornado Realty Trust and the purchaser of the Series D-2 Preferred
Units have entered into a registration rights agreement with respect to the
Series D-2 Preferred Shares that may be issued upon redemption of Series D-2
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
- ----------- -----------
3.1 Articles Supplementary to Declaration of
Trust of Vornado Realty Trust with respect to
the Series D-2 Preferred Shares, dated May
27, 1999, as filed with the State Department
of Assessments and Taxation of Maryland on
May 27, 1999.
3.2 Sixth Amendment to Second Amended and
Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of March 17,
1999.
3.3 Seventh Amendment to Second Amended and
Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of May 20,
1999.
3.4 Eighth Amendment to Second Amended and
Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of May 27,
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
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Name: Irwin Goldberg
Title: Vice President -
Chief Financial Officer
Date: July 7, 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-2 Preferred Shares, dated as of
May 27, 1999, as filed with the State
Department of Assessments and Taxation of
Maryland on May 27, 1999
3.2 Sixth Amendment to Second Amended and
Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of March 17,
1999.
3.3 Seventh Amendment to Second Amended and
Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of May 20,
1999.
3.4 Eighth Amendment to Second Amended and
Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of May 27,
1999.
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