<PAGE> 1
As Filed with the Securities and
Exchange Commission on April 27, 1999
Exhibit Index on page 10
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VORNADO OPERATING COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
22-3569068
(I.R.S. Employer Identification No.)
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(Address of Principal Executive Offices)
1998 OMNIBUS STOCK PLAN OF VORNADO OPERATING COMPANY
(Full Title of the Plan)
JOSEPH MACNOW
EXECUTIVE VICE PRESIDENT -- FINANCE AND ADMINISTRATION
VORNADO OPERATING COMPANY
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
COPY TO:
ALAN SINSHEIMER
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
TELEPHONE: (212) 558-4000
FACSIMILE: (212) 558-3588
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 1,000,000 (2) $5.54 $5,540,000 $1,541
value $.01 per share
================================================================================
</TABLE>
<PAGE> 2
(1) Calculated (solely for purposes of determining the registration fee) at
the exercise price of the stock options granted to date under the
registrant's 1998 Omnibus Stock Plan, pursuant to the third sentence of
Rule 457(h)(1) under the Securities Act of 1933, as amended (the
"Securities Act").
(2) This Registration Statement shall also cover any shares of the
registrant's Common Stock, par value $.01 per share ("Common Stock"),
which become issuable under the registrant's 1998 Omnibus Stock Plan by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the registrant's outstanding
shares of Common Stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following information filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act or the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), is hereby
incorporated by reference into this Registration Statement:
(a) the Company's Annual Report on Form 10-K (File No. 001-14525) for the
year ended December 31, 1998;
(b) the Company's Current Reports on Form 8-K (File No. 001-14525), as
filed with the Commission on January 15, March 23 and March 31, 1999; and
(c) the Company's Registration Statement on Form 8-A (File No. 001-14525)
with respect to the Common Stock, to the extent that such Registration Statement
incorporates by reference the description of the Common Stock that appears under
the captions "Description of Capital Stock--Authorized Capital Stock," "--Common
Stock" and "--Certain Charter and By-laws Provisions" contained in the Company's
Prospectus, dated October 14, 1998, which was filed as part of the Company's
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Registration Statement on Form S-11 (Registration No. 333-40701) with respect to
the Company's Common Stock.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provision for the indemnification of officers and directors in terms
sufficiently broad to indemnify officers and directors of the Company under
certain circumstances from liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Company's restated certificate
of incorporation (the "Charter") and By-laws provide, in effect, that, to the
fullest extent and under the circumstances permitted by Section 145 of the DGCL,
the Company will indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a director or officer of the Company or is
or was serving at the request of the Company as a director or officer of another
corporation or enterprise. The Charter and By-laws of the Company relieve its
directors from monetary damages for breach of such directors' fiduciary duty as
directors to the fullest extent permitted by the DGCL. Consequently, a director
or officer will not be personally liable to the Company or its stockholders for
monetary damages for any breach of his or her fiduciary duty as a director
except (i) for a breach of the duty of loyalty, (ii) for failure to
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<PAGE> 4
act in good faith, (iii) for intentional misconduct or knowing violation of law,
(iv) for willful or negligent violation of certain provisions in the DGCL
imposing certain requirements with respect to stock repurchases, redemption and
dividends, or (v) for any transactions from which the director derived an
improper personal benefit. Depending upon the character of the proceeding, under
Delaware law, the Company may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. To the extent that a present or former director or officer
of the Company has been successful in the defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, the Company will be obligated to indemnify him or her against expenses
(including attorneys' fees) actually and reasonably incurred in connection
therewith.
The directors and officers of the Company are insured under policies of
insurance maintained by the Company, subject to the limits of the policies,
against certain losses arising from any claim made against them by reason of
being or having been such officers or directors. In addition, Vornado Realty
L.P., a Delaware limited partnership of which Vornado Realty Trust, a Maryland
real estate investment trust, is the general partner, has entered into
indemnification agreements with all of the Company's directors and officers
providing, subject to the terms therein, that Vornado Realty L.P. will indemnify
such individuals to the full extent authorized or permitted by law for damages
suffered by reason of the fact that any such individual is or was a director or
officer of the Company or is or was serving at the request of the Company as a
director or officer of another corporation or enterprise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
4.1 Specimen stock certificate (incorporated by reference to Exhibit 4.1
to the Registrant's Registration Statement on Form S-11,
Registration No. 333-40701).
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4.2 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-11, Registration No. 333-40701).
4.3 By-laws of the Registrant (incorporated by reference to Exhibit 3.2
to the Registrant's Registration Statement on Form S-11,
Registration No. 333- 40701).
4.4 1998 Omnibus Stock Plan of Vornado Operating Company.
5 Opinion of Sullivan & Cromwell.
23.1 Consent of Sullivan & Cromwell (included in its opinion filed as
Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Power of attorney (included on page 9).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
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percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering;
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.
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In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue.
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<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Saddle Brook, State of New Jersey, on this 27th day
of April, 1999.
VORNADO OPERATING COMPANY
By: /s/ Irwin Goldberg
----------------------------------------
Irwin Goldberg
Vice President -- Chief Financial
Officer
-8-
<PAGE> 9
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
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capabilities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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 attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, 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 BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
--------- ----- ----
/s/ Steven Roth Chairman of the Board of Directors April 27, 1999
- -------------------------- (Principal Executive Officer)
Steven Roth
/s/ Michael D. Fascitelli President and Director April 27, 1999
- --------------------------
Michael D. Fascitelli
/s/ Irwin Goldberg Vice President-- Chief Financial April 27, 1999
- -------------------------- Officer (Principal Financial and
Irwin Goldberg Accounting Officer)
/s/ Douglas H. Dittrick Director April 27, 1999
- --------------------------
Douglas H. Dittrick
/s/ Martin N. Rosen Director April 27, 1999
- --------------------------
Martin N. Rosen
/s/ Richard West Director April 27, 1999
- --------------------------
Richard West
/s/ Russell B. Wight, Jr. Director April 27, 1999
- --------------------------
Russell B. Wight, Jr.
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Specimen stock certificate (incorporated by reference to Exhibit 4.1
to the Registrant's Registration Statement on Form S-11,
Registration No. 333- 40701).
4.2 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-11, Registration No. 333-40701).
4.3 By-laws of the Registrant (incorporated by reference to Exhibit 3.2
to the Registrant's Registration Statement on Form S-11,
Registration No. 333- 40701).
4.4 1998 Omnibus Stock Plan of Vornado Operating Company.
5 Opinion of Sullivan & Cromwell.
23.1 Consent of Sullivan & Cromwell (included in its opinion filed as
Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Power of attorney (included on page 9).
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<PAGE> 1
Exhibit 4.4
1998 OMNIBUS STOCK PLAN OF VORNADO OPERATING COMPANY
1. PURPOSE. The purpose of the 1998 Omnibus Stock Plan of Vornado
Operating Company (the "Plan") is to promote the financial interests of Vornado
Operating Company (the "Company"), including its growth and performance, by
encouraging employees, officers, directors and consultants of the Company and
its subsidiaries to acquire an ownership position in the Company, enhancing the
ability of the Company and its subsidiaries to attract and retain employees,
officers, directors and consultants of outstanding ability, and providing
employees, officers, directors and consultants with a way to acquire or increase
their proprietary interest in the Company's success.
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 14, the number of shares of common stock, par value $.01 per share (the
"Common Stock"), which shall be available for the grant of awards under the Plan
shall not exceed 1,000,000. No Participant (as defined in Section 3) shall be
granted stock options and stock appreciation rights with respect to more than an
aggregate number of 300,000 shares of Common Stock, subject to adjustment as
provided in Section 14. The Common Stock issued under the Plan may be authorized
and unissued or treasury stock, as the Company may from time to time determine.
Common Stock subject to an award that expires unexercised, that is
forfeited, terminated or cancelled, in whole or in part, or is paid in cash in
lieu of Common Stock, shall thereafter again be available for grant under the
Plan.
3. ADMINISTRATION. The Plan shall be administered by the
Compensation Committee (the "Committee") of the Board of Directors of the
Company. A majority of the Committee shall constitute a quorum, and the acts of
a majority shall be the acts of the Committee.
The Committee (i) shall select the employees, officers, directors
and consultants of the Company and its subsidiaries who will be participants in
the Plan (the "Participants"), determine the type of awards to be made to
Participants, determine the number of shares of Common Stock or stock units
subject to awards, and (ii) shall have the authority to interpret the Plan, to
establish, amend, and rescind any rules and regulations relating to the Plan, to
determine the terms and provisions of any agreements entered into hereunder, and
to make all other determinations necessary or advisable for the administration
of the Plan. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or in any award in the manner and to
<PAGE> 2
the extent it shall deem desirable to carry it into effect. The determinations
of the Committee in the administration of the Plan, as described herein, shall
be final and conclusive.
4. ELIGIBILITY. Except as otherwise provided herein, only employees,
officers, directors and consultants of the Company and its subsidiaries are
eligible to be Participants of the Plan. Notwithstanding the foregoing, only
employees of the Company shall be eligible for the grant of incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended.
5. AWARDS. Awards under the Plan may consist of the following: stock
options (either incentive stock options or non-qualified stock options), stock
appreciation rights, performance stock, or grants of restricted stock. Awards of
performance stock and restricted stock may provide the Participant with
dividends or dividend equivalents and voting rights prior to vesting (whether
based on a period of time or based on attainment of specified performance
conditions).
6. STOCK OPTIONS. Except as otherwise provided herein, the Committee
shall establish the option price at the time each stock option is granted, which
price shall not be less than 100% of the fair market value of the Common Stock
on the date of grant. Stock options shall be exercisable for such period as
specified by the Committee, but in no event may options be exercisable more than
ten years after their date of grant. The option price of each share of Common
Stock as to which a stock option is exercised shall be paid in full at the time
of such exercise. Such payment shall be made in cash, by tender of Common Stock
owned by the Participant valued at fair market value as of the date of exercise,
in such other consideration as the Committee deems appropriate, or by a
combination of cash, Common Stock and such other consideration.
If determined by the Committee at or subsequent to the date of grant
of a stock option, in the event a Participant pays the exercise price of such
stock option (in whole or in part) by tendering Common Stock owned by the
Participant, such Participant shall automatically be granted a reload stock
option for the number of shares of Common Stock used to pay the exercise price.
The reload stock option shall have terms and conditions determined by the
Committee consistent with this Section. If a reload stock option is granted as
set forth above, one or more successive reload stock options shall automatically
be granted, unless otherwise determined by the Committee, to a Participant who
pays all or part of the exercise price of any such reload stock option by
tendering Common Stock owned by the Participant. Such reload stock options
grants shall not be treated as Common Stock granted under the Plan in
determining the aggregate number of Common Stock available for the grant of
awards pursuant to the first sentence of Section 2.
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Notwithstanding any other term of the Plan, upon the effective date
of the spinoff of the Company from Vornado Realty Trust ("Vornado"), each
employee of Vornado, whether or not such employee becomes an employee of the
Company, may be granted stock options to purchase such number of shares of
Common Stock of the Company and under such terms and conditions as set by the
Committee on the date of grant. Such stock options may be granted with an option
price at or below the fair market value of the Common Stock on the date of
grant.
7. STOCK APPRECIATION RIGHTS Stock appreciation rights may be
granted in tandem with a stock option, in addition to a stock option, or may be
freestanding and unrelated to a stock option. Stock appreciation rights granted
in tandem with or in addition to a stock option may be granted either at the
same time as the stock option or at a later time. No stock appreciation right
shall be exercisable earlier than six months after grant, except in the event of
the Participant's death or disability. A stock appreciation right shall entitle
the Participant to receive from the Company an amount equal to the increase of
the fair market value of the Common Stock on the exercise of the stock
appreciation right over the grant price. The Committee, in its sole discretion,
shall determine whether the stock appreciation right shall be settled in cash,
Common Stock or a combination of cash and Common Stock.
8. PERFORMANCE STOCK. Performance stock may be granted in the form
of actual shares of Common Stock or stock units having a value equal to an
identical number of shares of Common Stock. In the event that a certificate is
issued in respect of a share of Common Stock subject to a grant of performance
stock, such certificate shall be registered in the name of the Participant but
shall be held by the Company until the time the shares of Common Stock subject
to the grant of performance stock are earned. The performance conditions and the
length of the performance period shall be determined by the Committee. The
Committee, in its sole discretion, shall determine whether performance stock
granted in the form of stock units shall be paid in cash, Common Stock, or a
combination of cash and Common Stock.
9. RESTRICTED STOCK. Restricted stock may be granted in the form of
actual Common Stock or stock units having a value equal to an identical number
of shares of Common Stock. In the event that a certificate is issued in respect
of shares of Common Stock subject to a grant of restricted stock, such
certificate shall be registered in the name of the Participant but shall be held
by the Company until the end of the restricted period. The employment conditions
and the length of the period for vesting of restricted stock shall be
established by the Committee at time of grant. The Committee, in its sole
discretion, shall determine whether restricted stock granted in the form of
stock units shall be paid in cash, Common Stock, or a combination of cash and
Common Stock.
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<PAGE> 4
10. AWARD AGREEMENTS. Each award under the Plan shall be evidenced
by an agreement setting forth the terms and conditions, as determined by the
Committee, which shall apply to such award, in addition to the terms and
conditions specified in the Plan.
11. WITHHOLDING. The Company shall have the right to deduct from any
payment to be made pursuant to the Plan, or to require prior to the issuance or
delivery of any shares of Common Stock or the payment of cash under the Plan,
any taxes required by law to be withheld therefrom. The Committee, in its sole
discretion, may permit a Participant to elect to satisfy such withholding
obligation by having the Company retain the number of shares of Common Stock
whose fair market value equals the amount required to be withheld. Any fraction
of a share of Common Stock required to satisfy such obligation shall be
disregarded and the amount due shall instead be paid in cash to the Participant.
12. NONTRANSFERABILITY. Except as may otherwise be determined by the
Committee with respect to the transferability of non-qualified stock options by
a Participant to such Participant's immediate family members (or companies,
trusts, partnerships, or limited liability companies established for such
immediate family members), no award under the Plan shall be assignable or
transferable except by will or the laws of descent and distribution, and no
right or interest of any Participant shall be subject to any lien, obligation or
liability of the Participant. For this purpose, immediate family members means,
except as otherwise defined by the Committee, the Participant's children,
stepchildren, grandchildren, parents, stepparents, grandparents, spouse,
siblings (including half brothers and sisters), in-laws and persons related by
reason of legal adoption. Such transferees may transfer a stock option only by
will or the laws of descent or distribution. A stock option transferred pursuant
to this Section 12 shall remain subject to the provisions of the Plan, and shall
be subject to such other rules as the Committee shall determine. Upon transfer
of a stock option, any related stock appreciation right shall be cancelled.
Except in the case of a holder's incapacity, an award shall be exercisable only
by the holder thereof.
13. NO RIGHT TO EMPLOYMENT. No person shall have any claim or right
to be granted an award, and the grant of an award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or
its subsidiaries. Further, the Company and its subsidiaries expressly reserve
the right at any time to dismiss a Participant free from any liability, or any
claim under the Plan, except as provided herein or in any agreement entered into
hereunder.
14. ADJUSTMENT OF AND CHANGES IN COMMON STOCK. In the event of any
change in the outstanding Common Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spinoff, combination or exchange of
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<PAGE> 5
Common Stock or other corporate change, or any distributions to common
stockholders other than regular cash dividends, the Committee may make such
substitution or adjustment, if any, as it deems to be equitable, as to the
number or kind of Common Stock or other securities issued or reserved for
issuance pursuant to the Plan and to outstanding awards.
15. AMENDMENT. The Board of Directors may amend or terminate the
Plan or any portion thereof at any time.
16. EFFECTIVE DATE. The Plan shall be effective as of September 17,
1998. Subject to earlier termination pursuant to Section 15, the Plan shall have
a term of ten years from its effective date.
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Exhibit 5
[LETTERHEAD OF SULLIVAN & CROMWELL]
April 27, 1999
Vornado Operating Company,
Park 80 West, Plaza II,
Saddle Brook, New Jersey 07663.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 1,000,000 shares of Common Stock, par value $.01 per share (the
"Securities"), of Vornado Operating Company, a Delaware corporation (the
"Company"), to be issued from time to time upon the exercise of options granted
or to be granted pursuant to the 1998 Omnibus Stock Plan of Vornado Operating
Company, we, as your counsel, have examined such corporate records, certificates
and other documents, and such questions of law, as we have considered necessary
or appropriate for the purposes of this opinion. Upon the basis of such
examination, we advise you that, in our opinion, when the registration statement
relating to the Securities (the "Registration Statement") has become effective
under the Act and the Securities have been duly issued and delivered as
contemplated by the Registration Statement, the Securities will be validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
<PAGE> 2
Vornado Operating Company 2
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Sullivan & Cromwell
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Vornado Operating Company of our report dated March 24,
1999 appearing in the Annual Report on Form 10-K of Vornado Operating Company
for the period from October 16, 1998 (commencement of operations) to
December 31, 1998.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
April 23, 1999
