<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 5)
ALEXANDER'S, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
014752109
(CUSIP Number)
----------------------------
MR. JOSEPH MACNOW
VORNADO REALTY TRUST
PARK 80 WEST
PLAZA II
SADDLE BROOK, NEW JERSEY 07663
TELEPHONE: (201) 587-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
COPY TO:
ALAN SINSHEIMER
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
April 5, 2000
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
(Page 1 of 6 Pages)
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SCHEDULE 13D
CUSIP NO. 014752109 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
Vornado Realty Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
22-1657560
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 1,654,068 SHARES
-------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
1,654,068 SHARES
-------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,008,636 shares (includes 1,354,568 shares held by Interstate Properties)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.2%
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14 TYPE OF REPORTING PERSON
OO (Real estate investment trust)
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SCHEDULE 13D
CUSIP NO. 014752109 PAGE 3 OF 6 PAGES
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1 NAME OF REPORTING PERSON
Vornado Realty L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
13-3925979
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 1,654,068 SHARES
-------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
1,654,068 SHARES
-------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,008,636 shares (includes 1,354,568 shares held by Interstate Properties)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.2%
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14 TYPE OF REPORTING PERSON
PN
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<PAGE> 4
This Amendment No. 5 amends and supplements the Schedule 13D Statement
originally filed by Vornado, Inc. on August 2, 1990 with respect to the Common
Stock, par value $1.00 per share (the "Shares"), of Alexander's, Inc., a
Delaware corporation (the "Company"). In 1993, Vornado, Inc. merged into Vornado
Realty Trust. The statement on Schedule 13D, as heretofore amended and
supplemented and as amended and supplemented hereby, remains in full force and
effect.
Item 2. Identity and Background.
(a), (f) This Statement is being filed by Vornado Realty Trust, a
Maryland real estate investment trust ("Vornado"), and Vornado Realty, L.P., a
Delaware limited partnership (the "Operating Partnership"). In April 1997,
Vornado transferred substantially all of its assets to the Operating
Partnership, including all Shares then owned by Vornado. As a result, Vornado
now conducts its business through, and substantially all its interests in
properties are held by, the Operating Partnership. Vornado is the sole general
partner of, and owned approximately 86% of the common limited partnership
interest in, the Operating Partnership at March 1, 2000. Shares owned by
the Operating Partnership may be regarded as being beneficially owned by
Vornado, its general partner. Interstate Properties, a New Jersey general
partnership ("Interstate"), owns approximately 17.8% of the outstanding common
shares of beneficial ownership of Vornado.
(b) The Operating Partnership's principal executive offices are
located at Park 80 West, Plaza II, Saddle Brook, N.J. 07663.
(c) The principal business of the Operating Partnership is real estate.
(d), (e) During the last five years, the Operating Partnership has not
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Operating Partnership has made the following purchases of Shares
for cash from its working capital:
Date Number of Shares Price
---- ---------------- -----
March 31, 2000 41,500 $2,739,000
April 4, 2000 10,000 $ 647,500
April 5, 2000 400 $ 25,900
Item 4. Purpose of Transaction.
Each of Vornado and the Operating Partnership acquired the Shares owned
by it described in Item 3 and Item 5, as the case may be, for investment
purposes.
Each of Vornado and the Operating Partnership has from time to time
assessed its investment in the Company. Each of Vornado and the Operating
Partnership will continue to assess its investment in the Company and, depending
on market conditions and other factors, may acquire additional Shares in the
open market, in private transactions or otherwise, may dispose of all or any
portion of the Shares it now owns or hereafter acquires, seek to engage in
extraordinary corporate transactions, such as a merger or other reorganization
involving the Company or a purchase, sale or transfer of a material amount of
the assets of the Company or any of its subsidiaries (which extraordinary
transaction could involve one or more additional parties), engage in discussions
with the management and/or other significant stockholders of the Company and/or
take any other action which it may deem to be appropriate in the circumstances.
Vornado and the Operating Partnership have from time to time provided
loans to the Company, and in the future may or may not change the terms or
extend the maturity of the currently outstanding loans or provide additional
loans on the same or different terms to the Company.
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<PAGE> 5
Item 5. Interest in Securities of the Issuer.
(a)-(b) The Operating Partnership owns 1,654,068 Shares (33.1% of the
5,000,850 Shares reported by the Company as outstanding as of February 25, 2000
in its Annual Report on Form 10-K for the period ended December 31, 1999). By
virtue of being the general partner of the Operating Partnership, Vornado may be
deemed the beneficial owner of the 1,654,068 Shares owned by the Operating
Partnership. Vornado and the Operating Partnership have shared voting and
dispositive power with respect to such Shares. Interstate owns 1,354,568 Shares,
27.1% of the Shares shown as outstanding in such Form 10-K. While Vornado and
the Operating Partnership may be deemed to be a group with Interstate and thus
to beneficially own the Shares held by Interstate (for an aggregate of 3,008,636
Shares or 60.2%), neither Vornado nor the Operating Partnership has sole or
shared voting or dispositive power with respect to the Shares held by
Interstate.
In addition to the interests in the securities of the Issuer described
above: (i) Steven Roth, Chairman of the Board and Chief Executive Officer and a
trustee of Vornado, Chief Executive Officer and a director of the Company and a
general partner of Interstate, owns 9,700 Shares and holds vested options to buy
119,000 Shares for $70.375 per Share (representing an aggregate beneficial
ownership of 1.9%), (ii) Richard West, a trustee of Vornado and a director of
the Company, owns 200 Shares and holds vested options to buy 3,400 Shares for
$70.375 per Share (representing an aggregate beneficial ownership of 0.1%),
(iii) Ronald Targan, a trustee of Vornado, owns 17,800 Shares (representing a
beneficial ownership of 0.4%), (iv) Russell B. Wight, Jr., a general partner of
Interstate and a director of the Company, beneficially owns 9,500 Shares owned
by the Wight Foundation and holds vested options to buy 3,400 Shares for $70.375
per Share (representing an aggregate beneficial ownership of 0.2%), (v) Michael
D. Fascitelli, president and a trustee of Vornado and a director of the Company,
holds vested options to acquire 261,000 Shares at a weighted average exercise
price of $73.191 per Share (representing a beneficial ownership of 5.0%) and
(vi) David Mandelbaum, a trustee of Vornado, a director of the Company and a
general partner of Interstate, holds vested options to purchase 3,400 Shares for
$70.375 per Share (representing beneficial ownership of 0.1%). Each of these
holders of securities noted above has sole voting and/or dispositive power over
such Shares.
(c) Other than the acquisition of 51,900 Shares by the Operating
Partnership (41,500 of which were acquired on March 31, 2000, 10,000 of which
were acquired on April 4, 2000, and 400 of which were acquired on April 5, 2000)
there have been no transactions in the Shares by Interstate, Vornado, the
Operating Partnership or any of the executive officers or trustees of Vornado or
general partners of Interstate or the Operating Partnership in the past sixty
days.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 11, 2000
VORNADO REALTY TRUST
By: /s/ Irwin Goldberg
-------------------------------
Irwin Goldberg
Vice President--
Chief Financial Officer
VORNADO REALTY L.P.
By: Vornado Realty Trust,
its general partner
By: /s/ Irwin Goldberg
-------------------------------
Irwin Goldberg
Vice President--
Chief Financial Officer
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