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Exhibit Index on Page 6
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): September 3, 1999
Commission File Number: 000-22685
VORNADO REALTY L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 13-392-5979
(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-3 PREFERRED UNITS BY VORNADO REALTY L.P.
On September 3, 1999, Vornado Realty L.P., a Delaware limited
partnership through which Vornado Realty Trust conducts its business (the
"Operating Partnership"), sold $200 million of Series D-3 Preferred Units of
limited partnership interest (the "Series D-3 Preferred Units") to an
institutional investor in a private placement, resulting in net proceeds of
$194.5 million.
The Series D-3 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 September 3, 2004 for cash equal to $25 per Series D-3 Preferred Unit
and any accumulated and unpaid distributions owing in respect of the Series D-3
Preferred Units being redeemed. At any time on or after the Series D-3 Effective
Date (as defined below), holders of Series D-3 Preferred Units will have the
right to have their Series D-3 Preferred Units redeemed by the Operating
Partnership for (i) cash equal to the holder's capital account after the
carrying values of all Operating Partnership assets are adjusted pursuant to the
limited partnership agreement of the Operating Partnership and the holder's
capital account is adjusted accordingly for the Series D-3 Preferred Units being
redeemed or (ii) at the option of Vornado Realty Trust, one Series D-3 8.25%
Cumulative Redeemable Preferred Share of Beneficial Interest (liquidation
preference $25 per share), no par value (the "Series D-3 Preferred Shares"), of
Vornado Realty Trust for each Series D-3 Preferred Unit redeemed. The "Series
D-3 Effective Date" means the sooner of (i) September 3, 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-3 Preferred Units for six
quarters, whether or not consecutive, (iii) the first business day following
receipt by the holder of the Series D-3 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-3 Preferred Units
were issued reasonably determines that there is an imminent and substantial risk
that the Series D-3 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-3 Preferred Shares will be perpetual and will be
redeemable at the option of Vornado Realty Trust at any time on and after
September 3, 2004 for cash equal to $25 per Series D-3 Preferred Share plus
dividends accumulated and unpaid prior to the date of redemption. No Series D-3
Preferred Shares are now outstanding. Vornado Realty Trust and the purchaser of
the Series D-3 Preferred Units have entered into a registration rights agreement
with respect to the Series D-3 Preferred Shares that may be issued upon
redemption of Series D-3 Preferred Units.
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ISSUANCE OF SERIES D-4 PREFERRED UNITS BY THE OPERATING PARTNERSHIP
Also on September 3, 1999, the Operating Partnership sold $125 million
of Series D-4 Preferred Units of limited partnership interest (the "Series D-4
Preferred Units") to another institutional investor in a private placement,
resulting in net proceeds of approximately $122 million.
The Series D-4 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 September 3, 2004 for cash equal to $25 per Series D-4 Preferred Unit
and any accumulated and unpaid distributions owing in respect of the Series D-4
Preferred Units being redeemed. At any time on or after the Series D-4 Effective
Date (as defined below), holders of Series D-4 Preferred Units will have the
right to have their Series D-4 Preferred Units redeemed by the Operating
Partnership for (i) cash equal to $25 for each Series D-4 Preferred Unit and any
accumulated and unpaid distributions owing in respect of the Series D-4
Preferred Units being redeemed or (ii) at the option of Vornado Realty Trust,
one 8.25% Series D-4 Cumulative Redeemable Preferred Share of Beneficial
Interest, no par value (the "Series D-4 Preferred Shares"), of Vornado Realty
Trust for each Series D-4 Preferred Unit redeemed. The "Series D-4 Effective
Date" means the sooner of (i) September 3, 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-4 Preferred Units for six quarters,
whether or not consecutive, (iii) the first business day following receipt by
the holder of the Series D-4 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-4 Preferred Units were
issued reasonably determines, or delivers to Vornado Realty Trust an opinion of
counsel, that there is an imminent and substantial risk that the Series D-4
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 and Vornado Realty Trust agrees with such conclusion, such agreement not to
be unreasonably withheld.
The Series D-4 Preferred Shares will be perpetual and will be
redeemable at the option of Vornado Realty Trust at any time on and after
September 3, 2004 for cash equal to $25 per Series D-4 Preferred Share plus
dividends accumulated and unpaid prior to the date of redemption. No Series D-4
Preferred Shares are now outstanding. Vornado Realty Trust and the purchaser of
the Series D-4 Preferred Units have entered into a registration rights agreement
with respect to the Series D-4 Preferred Shares that may be issued upon
redemption of Series D-4 Preferred Units.
ITEM 6. NOT APPLICABLE
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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-3 Preferred Shares,
dated September 3, 1999, as filed with the State Department
of Assessments and Taxation of Maryland on September 3, 1999
(incorporated by reference to Exhibit 3.1 of the Current
Report on Form 8-K dated September 3, 1999 of Vornado Realty
Trust (File No. 001-11954), filed on October 25, 1999).
3.2 Articles Supplementary to Declaration of Trust of Vornado
Realty Trust with respect to the Series D-4 Preferred Shares,
dated September 3, 1999, as filed with the State Department
of Assessments and Taxation of Maryland on September 3, 1999
(incorporated by reference to Exhibit 3.2 of the Current
Report on Form 8-K dated September 3, 1999 of Vornado Realty
Trust (File No. 001-11954), filed on October 25, 1999).
3.3 Ninth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of
September 3, 1999 (incorporated by reference to Exhibit 3.3
of the Current Report on Form 8-K dated September 3, 1999 of
Vornado Realty Trust (File No. 001-11954), filed on October
25, 1999).
3.4 Tenth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of
September 3, 1999 (incorporated by reference to Exhibit 3.4
of the Current Report on Form 8-K dated September 3, 1999 of
Vornado Realty Trust (File No. 001-11954), filed on October
25, 1999).
99.1 Press release of Vornado Realty Trust, dated September 3,
1999 (incorporated by reference to Exhibit 99.1 of the
Current Report on Form 8-K dated September 3, 1999 of Vornado
Realty Trust (File No. 001-11954), filed on October 25,
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 L.P.
(Registrant)
By: Vornado Realty Trust,
as general partner
By: /s/ Irwin Goldberg
---------------------------
Name: Irwin Goldberg
Title: Vice President,
Chief Financial
Officer
Date: October 25, 1999
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Index to Exhibits
Exhibit No. Description
- ----------- -----------
3.1 Articles Supplementary to Declaration of Trust of Vornado
Realty Trust with respect to the Series D-3 Preferred Shares,
dated September 3, 1999, as filed with the State Department
of Assessments and Taxation of Maryland on September 3, 1999
(incorporated by reference to Exhibit 3.1 of the Current
Report on Form 8-K dated September 3, 1999 of Vornado Realty
Trust (File No. 001-11954), filed on October 25, 1999).
3.2 Articles Supplementary to Declaration of Trust of Vornado
Realty Trust with respect to the Series D-4 Preferred Shares,
dated September 3, 1999, as filed with the State Department
of Assessments and Taxation of Maryland on September 3, 1999
(incorporated by reference to Exhibit 3.2 of the Current
Report on Form 8-K dated September 3, 1999 of Vornado Realty
Trust (File No. 001-11954), filed on October 25, 1999).
3.3 Ninth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of
September 3, 1999 (incorporated by reference to Exhibit 3.3
of the Current Report on Form 8-K dated September 3, 1999 of
Vornado Realty Trust (File No. 001-11954), filed on October
25, 1999).
3.4 Tenth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of
September 3, 1999 (incorporated by reference to Exhibit 3.4
of the Current Report on Form 8-K dated September 3, 1999 of
Vornado Realty Trust (File No. 001-11954), filed on October
25, 1999).
99.1 Press release of Vornado Realty Trust, dated September 3,
1999 (incorporated by reference to Exhibit 99.1 of the
Current Report on Form 8-K dated September 3, 1999 of Vornado
Realty Trust (File No. 001-11954), filed on October 25,
1999).
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