<PAGE> 1
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 25, 2000
Commission File Number: 000-22685
VORNADO REALTY L.P.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
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
(Address of principal executive offices) 07663
(Zip Code)
</TABLE>
(201) 587-1000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
<PAGE> 2
ITEMS 1-4. NOT APPLICABLE
ITEM 5. OTHER EVENTS
ISSUANCE OF SERIES D-7 PREFERRED UNITS BY VORNADO REALTY L.P.
On May 25, 2000, Vornado Realty L.P., a Delaware limited
partnership through which Vornado Realty Trust conducts its business (the
"Operating Partnership"), sold $180 million of Series D-7 Preferred Units of
limited partnership interest (the "Series D-7 Preferred Units") to an
institutional investor in a private placement, resulting in net proceeds of
$175,500,000.
The Series D-7 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 25, 2005 for cash equal to $25 per Series D-7 Preferred
Unit and any accumulated and unpaid distributions owing in respect of the Series
D-7 Preferred Units being redeemed. At any time on or after the Series D-7
Effective Date (as defined below), holders of Series D-7 Preferred Units will
have the right to have their Series D-7 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-7 Preferred Units being
redeemed or (ii) at the option of Vornado Realty Trust, one Series D-7 8.25%
Cumulative Redeemable Preferred Share of Beneficial Interest (liquidation
preference $25 per share), no par value (the "Series D-7 Preferred Shares"), of
Vornado Realty Trust for each Series D-7 Preferred Unit redeemed. The "Series
D-7 Effective Date" means the sooner of (i) May 25, 2010, (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-7 Preferred Units for six
quarters, whether or not consecutive, (iii) the first business day following
receipt by the holder of the Series D-7 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-7 Preferred Units
were issued reasonably determines that there is an imminent and substantial risk
that the Series D-7 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-7 Preferred Shares will be perpetual and will be
redeemable at the option of Vornado Realty Trust at any time on and after May
25, 2005 for cash equal to $25 per Series D-7 Preferred Share plus dividends
accumulated and unpaid prior to the date of redemption. No Series D-7 Preferred
Shares are now outstanding. Vornado Realty Trust and the purchaser of the Series
D-7 Preferred Units have entered into a registration rights agreement with
respect to the Series D-7 Preferred Shares that may be issued upon redemption of
Series D-7 Preferred Units.
-2-
<PAGE> 3
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:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
3.1 Articles Supplementary to Declaration of
Trust of Vornado Realty Trust with respect
to the Series D-7 Preferred Shares, dated
May 25, 2000, as filed with the State
Department of Assessments and Taxation of
Maryland on June 1, 2000 (incorporated by
reference to Exhibit 3.1 of the Current
Report on Form 8-K dated May 25, 2000
of Vornado Realty Trust (File No.
001-11954), filed on June 16, 2000)
3.2 Thirteenth Amendment to Second Amended and
Restated Agreement of Limited Partnership
of Vornado Realty L.P., dated as of May 25,
2000 (incorporated by reference to Exhibit
3.2 of the Current Report on Form 8-K dated
May 25, 2000 of Vornado Realty Trust (File
No. 001-11954), filed on June 16, 2000)
3.3 Press release of Vornado Realty Trust,
dated as of May 26, 2000 (incorporated by
reference to Exhibit 3.3 of the Current
Report on Form 8-K dated May 25, 2000 of
Vornado Realty Trust (File No. 001-11954,
filed on June 16, 2000)
</TABLE>
ITEM 8. NOT APPLICABLE
-3-
<PAGE> 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: June 16, 2000
-4-
<PAGE> 5
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
3.1 Articles Supplementary to Declaration of
Trust of Vornado Realty Trust with respect
to the Series D-7 Preferred Shares, dated
May 25, 2000, as filed with the State
Department of Assessments and Taxation of
Maryland on June 1, 2000 (incorporated by
reference to Exhibit 3.1 of the Current
Report on Form 8-K dated May 25, 2000 of
Vornado Realty Trust (File No. 001-11954),
filed on June 16, 2000)
3.2 Thirteenth Amendment to Second Amended and
Restated Agreement of Limited Partnership
of Vornado Realty L.P., dated as of May
25, 2000 (incorporated by reference to
Exhibit 3.2 of the Current Report on Form
8-K dated May 25, 2000 of Vornado Realty
Trust (File No. 001-11954), filed on June
16, 2000)
3.3 Press release of Vornado Realty Trust,
dated as of May 26, 2000 (incorporated by
reference to Exhibit 3.3 of the Current
Report on Form 8-K dated May 25, 2000 of
Vornado Realty Trust (File No. 001-11954,
filed on June 16, 2000)
</TABLE>
