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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 5)
Alexander's, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 01475210
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(Title of class of securities) (CUSIP number)
Ronald F. Daitz, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
March 2, 1995
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
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CUSIP No. 01475210 13D
1 NAME OF REPORTING PERSON: Citibank, N.A.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): N/A
6 CITIZENSHIP OR PLACE OF United States of America
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE -0-
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY -0-
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14 TYPE OF REPORTING PERSON: BK
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CUSIP No. 01475210 13D
1 NAME OF REPORTING PERSON: Citicorp
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): N/A
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE -0-
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY -0-
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES: N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14 TYPE OF REPORTING PERSON: CO
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This Amendment No. 5 amends the Schedule 13D dated March 18,
1992 (as amended by Amendments Nos. 1 through 4 thereto, the "Schedule
13D") filed by Citicorp, a Delaware corporation and Citibank, N.A., a
national banking association organized under the National Bank Act of
the United States of America ("Citibank"), and is being filed pursuant
to Rule 13d-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended. Unless otherwise
indicated, all capitalized terms used but not defined herein have the
meaning ascribed to such terms in the Schedule 13D.
Item 4 Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended by adding the
following to the end of Paragraph (a) thereof:
On March 2, 1995, pursuant to a Stock Purchase Agreement,
dated February 6, 1995, with Vornado Realty Trust ("Vornado") Citibank
sold to Vornado all of the 1,353,468 shares of stock of the Issuer
owned by Citibank at $40.50 per share. Immediately after the
Closing neither Citicorp nor Citibank, N.A. owned any shares of stock
of the Issuer.
Item 4 is further amended by adding the following new
Paragraph (d):
(d) On March 2, 1995, Patricia Goldstein, Wendy A.
Silverstein and Marcus R. Giancaterino, employees of Citibank,
resigned as directors of the Issuer.
Item 5. Interest in Securities of the Issuer
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Item 5 is hereby amended by adding the following new
Paragraph (a):
.
(a) The information set forth in paragraph (a) of Item 4
hereof is incorporated by reference into this Item 5(a).
Item 5 is hereby further amended by adding the following new
Paragraph (c):
(c) The information set forth in Paragraph (a) of Item 4
hereof is incorporated by reference into this Item 5(c).
NYFS11...:\88\35888\0410\2204\NOT2245T.010
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Item 5 is hereby further amended by adding the following new
Paragraph (e):
(e) The information set forth in Paragraph (a) of Item 4
hereof is incorporated by reference into this Item 5(e).
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
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Item 6 is hereby amended by adding at the end thereof the
following:
The information set forth in Paragraph (a) of Item 4 hereof
is incorporated by reference into this Item 6.
Item 7. Material to be Filed as Exhibits
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1. Joint Filing Agreement, dated March 27, 1992, by and
between Citicorp and Citibank.
2. Power of Attorney from Citicorp to Citibank, dated
April 16, 1992.
3. Stock Purchase Agreement, dated as of February 6, 1995
by and between Citibank and Vornado Realty Trust, a real estate
investment trust organized under the laws of the State of Maryland.
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SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: March 2, 1995 CITIBANK, N.A.
By: /s/ Wendy A. Silverstein
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Name: Wendy A. Silverstein
Title: Vice President
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EXHIBIT INDEX
Page in
Sequentially
Exhibit No. Description Numbered Copy
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1 Joint Filing *
Agreement, dated
March 27, 1992,
by and between
Citicorp and
Citibank
2 Power of Attorney **
from Citicorp to
Citibank, dated
April 16, 1992
3 Stock Purchase ***
Agreement dated
as of February 6,
1995, by and between
Citibank and Vornado
Realty Trust, a real
estate investment
trust organized
under the laws of the
State of Maryland
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* Filed in original Schedule 13D, dated March 27, 1992.
** Filed in Amendment No. 2 to the Schedule 13D, dated April 16,
1992.
*** Filed in Amendment No. 4 to the Schedule 13D, dated February 6,
1995.
