<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 4, 1999
VORNADO OPERATING COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 001-14525 22-3569068
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Park 80 West, Plaza II, Saddle Brook, New Jersey 07663
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 587-1000
N/A
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 1. NOT APPLICABLE.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As of March 4, 1999, Vornado Operating Company (the "Company")
exercised its previously reported option to require Vornado Realty Trust to
repurchase partnership units of Charles E. Smith Commercial Realty L.P. The
price under the terms of the option was $13.2 million in cash, which was the
price at which Vornado Realty Trust sold the units to the Company on
December 31, 1998, plus a cumulative return to the Company on that amount at
a rate of 10% per annum.
The Company and Vornado Realty Trust are parties to an intercompany
agreement described in a Prospectus, dated October 14, 1998, which forms part of
the Company's Registration Statement on Form S-11 with the Securities and
Exchange Commission. In addition, the Company has obtained a $75 million
unsecured five-year revolving credit facility from a subsidiary of Vornado
Realty Trust pursuant to a revolving credit agreement described in such
Prospectus. Steven Roth, the Chairman of the Board of Directors and Chief
Executive Officer of the Company, Michael D. Fascitelli, a Director and the
President of the Company, Richard West, a Director of the Company, and Russell
B. Wight, Jr., a Director of the Company, are also Trustees of Vornado Realty
Trust. Mr. Roth is also the Chairman of the Board of Trustees and Chief
Executive Officer of Vornado Realty Trust, Mr. Fascitelli is also the President
of Vornado Realty Trust, and each of the other members of the Company's senior
management holds a corresponding position with Vornado Realty Trust.
ITEMS 3-8. NOT APPLICABLE.
-2-
<PAGE> 3
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 OPERATING COMPANY
Dated: March 23, 1999 By: /s/ IRWIN GOLDBERG
-------------------------------
Irwin Goldberg
Vice President --
Chief Financial Officer
-3-
