<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 26, 1995
Registration No. 33-62395
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT
AND
POST-EFFECTIVE AMENDMENT TO
REGISTRATION STATEMENT NO. 33-52441
UNDER
THE SECURITIES ACT OF 1933
______________
VORNADO REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 22-1657560
(State or other jurisdiction of (IRS employer identification number)
incorporation or organization)
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(201) 587-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JOSEPH MACNOW
VORNADO REALTY TRUST
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(201) 587-1000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
Patricia A. Ceruzzi, Esq.
Janet T. Geldzahler, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS DETERMINED BY
MARKET CONDITIONS.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ____________________
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ____________________
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. / /
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Maximum Proposed
Title of Each Class of Amount to be Aggregate Price Maximum Aggregate Amount of
Securities to be Registered Registered(1) Per Unit(2) Offering Price(1)(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares (par value $.04 per share)(3).............. N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Preferred Shares (no par value per share)(4)............. N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Depositary Shares representing Preferred Shares(5)....... N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Debt Securities(6)....................................... N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Debt Warrants(7)......................................... N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Total........................................... $235,000,000(8) $235,000,000(8)(9) $81,034.48(10)
====================================================================================================================================
</TABLE>
(1) In U.S. Dollars or the equivalent thereof denominated in one or more
foreign currencies or units or two or more foreign currencies or
composite currencies (such as European Currency Units).
(2) Estimated for the sole purpose of computing the registration fee.
(3) There are being registered hereunder an indeterminate number of Common
Shares of Beneficial Interest of the Registrant as may be sold, from
time to time, by the Registrant. There are also being registered
hereunder an indeterminate number of Common Shares of Beneficial
Interest of the Registrant as shall be issuable upon conversion of
convertible Debt Securities or Preferred Shares registered hereby.
(4) There are being registered hereunder an indeterminate number of
Preferred Shares of Beneficial Interest of the Registrant as may be
sold, from time to time, by the Registrant. There are also being
registered hereunder an indeterminate number of Preferred Shares of
Beneficial Interest of the Registrant as shall be issuable upon
conversion of convertible Debt Securities registered hereby.
(5) There are being registered hereunder an indeterminate number of
Depositary Shares to be evidenced by Depositary Receipts issued
pursuant to a Deposit Agreement. In the event the Registrant elects to
offer to the public fractional interests in Preferred Shares registered
hereunder, Depositary Receipts will be distributed to those persons
purchasing such fractional interests and Preferred Shares will be
issued to the Depositary under the Deposit Agreement. No separate
consideration will be received for the Depositary Shares.
(6) There are being registered hereunder an indeterminate amount of Debt
Securities.
(7) Debt Warrants may be sold separately or with Debt Securities.
(8) Such amount represents the principal amount of any Debt Securities
issued at their principal amount, the issue price rather than the
principal amount of any Debt Securities issued at an original issue
discount, the liquidation preference of any Preferred Stock, the amount
computed pursuant to Rule 457(c) for any Common Stock, the issue price
of any Debt Warrants and the exercise price of any Debt Securities
issuable upon the exercise of Debt Warrants.
(9) No separate consideration will be received for the Debt Securities,
Preferred Stock, Common Stock or the Depositary Shares issuable upon
conversion of or in exchange for Debt Securities or Preferred Stock.
(10) Calculated pursuant to Rule 457(o) of the rules and regulations under
the Securities Act of 1933, as amended (the "Securities Act"), in
respect of the $235,000,000 of previously unregistered securities
registered hereby. This filing fee was paid on September 6, 1995. An
additional filing fee of $91,379.31 was previously paid for
$265,000,000 aggregate principal amount of unsold securities registered
under Registration Statement No. 33-52441.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT INCLUDES A PROSPECTUS WHICH MAY RELATE TO SECURITIES
REGISTERED UNDER REGISTRATION STATEMENT NO. 33-52441. THIS REGISTRATION
STATEMENT, WHICH IS A NEW REGISTRATION STATEMENT, ALSO CONSTITUTES A
POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT NO. 33-52441. SUCH
POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE
EFFECTIVENESS OF THIS REGISTRATION STATEMENT IN ACCORDANCE WITH SECTION 8(c) OF
THE SECURITIES ACT OF 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT AND
POST-EFFECTIVE AMENDMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT AND POST-EFFECTIVE
AMENDMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT AND
POST-EFFECTIVE AMENDMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
1.1* Form of Underwriting Agreement (for Common Shares)
1.2* Form of Underwriting Agreement (for Preferred Shares)
1.3* Form of Underwriting Agreement (for Debt Securities)
3.1 Amended and Restated Declaration of Trust of the Company
(incorporated by reference to the Company's Registration
Statement on Form S-4 (File No. 33-60286), filed on April 15,
1993)
3.2 By-laws of the Company (incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 1-5098))
4.1** Specimen certificate representing Common Shares
4.2 Form of Indenture for Senior Debt Securities (incorporated by
reference to Exhibit 4.2 of Amendment No. 1 to the Company's
Registration Statement on Form S-3 (File No. 33-52441), filed
on May 12, 1994)
4.3 Form of Senior Debt Security (included in Exhibit 4.2)
4.4 Form of Indenture for Subordinated Debt Securities
(incorporated by reference to Exhibit 4.4 of Amendment No. 1
to the Company's Registration Statement on Form S-3 (File No.
33-52441), filed on May 12, 1994)
4.5 Form of Subordinated Debt Security (included in Exhibit 4.4)
4.6 Form of Deposit Agreement (incorporated by reference to
Exhibit 4.6 of Amendment No. 1 to the Company's Registration
Statement on Form S-3 (File No. 33-52441), filed on May 12,
1994)
4.7 Form of Depositary Receipt (included in Exhibit 4.6)
</TABLE>
____________________
* To be filed by amendment or 8-K.
** Previously filed.
II-1
<PAGE> 4
<TABLE>
<S> <C>
5.1** Opinion of Ballard Spahr Andrews & Ingersoll
5.2** Opinion of Sullivan & Cromwell
8.1 Tax Opinion of Sullivan & Cromwell
12** Statement Regarding Computation of Consolidated Ratios of
Earnings to Fixed Charges and Combined Fixed Charges and
Preferred Share Dividend Requirements
23.1** Consent of Deloitte & Touche LLP
23.2** Consent of Ballard Spahr Andrews & Ingersoll (included in its
opinion filed as Exhibit 5.1)
23.3** Consent of Sullivan & Cromwell (included in its opinion filed as
Exhibit 5.2)
23.4** Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included on signature page to the
Company's Registration Statement on Form S-3 (File No. 33-
62395), filed on September 6, 1995)
25.1** Statement of Eligibility of Senior Trustee on Form T-1
25.2** Statement of Eligibility of Subordinated Trustee on Form T-1
</TABLE>
___________________________
** Previously filed.
II-2
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Vornado
Realty Trust certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 4 to its Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Saddle
Brook and State of New Jersey, on December 26, 1995.
VORNADO REALTY TRUST,
a Maryland real estate investment trust
By /s/ Steven Roth
------------------------------------
Steven Roth
Chairman of the Board of Trustees
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven Roth Chairman of the Board of Trustees
- ---------------------------- (Principal Executive Officer)
Steven Roth December 26, 1995
/s/ Joseph Macnow Vice President - Chief Financial
- ---------------------------- Officer and Controller (Principal
Joseph Macnow Financial and Accounting Officer) December 26, 1995
*
- ---------------------------- Trustee
David Mandelbaum December 26, 1995
*
- ---------------------------- Trustee
Stanley Simon Decmeber 26, 1995
*
- ---------------------------- Trustee
Richard R. West December 26, 1995
*
- ---------------------------- Trustee
Ronald G. Targan December 26, 1995
*
- ---------------------------- Trustee
Russell B. Wight, Jr. December 26, 1995
* By: /s/ Joseph Macnow
- ----------------------------
Joseph Macnow
Attorney-in-Fact
</TABLE>
<PAGE> 6
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
1.1* Form of Underwriting Agreement (for Common Shares)
1.2* Form of Underwriting Agreement (for Preferred Shares)
1.3* Form of Underwriting Agreement (for Debt Securities)
3.1 Amended and Restated Declaration of Trust of the Company
(incorporated by reference to the Company's Registration
Statement on Form S-4 (File No. 33-60286), filed on April 15,
1993)
3.2 By-laws of the Company (incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 1-5098))
4.1** Specimen certificate representing Common Shares
4.2 Form of Indenture for Senior Debt Securities (incorporated by
reference to Exhibit 4.2 of Amendment No. 1 to the Company's
Registration Statement on Form S-3 (File No. 33-52441), filed
on May 12, 1994)
4.3 Form of Senior Debt Security (included in Exhibit 4.2)
4.4 Form of Indenture for Subordinated Debt Securities
(incorporated by reference to Exhibit 4.4 of Amendment No. 1 to
the Company's Registration Statement on Form S-3 (File No.
33-52441), filed on May 12, 1994)
4.5 Form of Subordinated Debt Security (included in Exhibit 4.4)
4.6 Form of Deposit Agreement (incorporated by reference to Exhibit
4.6 of Amendment No. 1 to the Company's Registration Statement
on Form S-3 (File No. 33-52441), filed on May 12, 1994)
4.7 Form of Depositary Receipt (included in Exhibit 4.6)
5.1** Opinion of Ballard Spahr Andrews & Ingersoll
5.2** Opinion of Sullivan & Cromwell
8.1 Tax Opinion of Sullivan & Cromwell
12** Statement Regarding Computation of Consolidated Ratios of
Earnings to Fixed Charges and Combined Fixed Charges and
Preferred Share Dividend Requirements
23.1** Consent of Deloitte & Touche LLP
23.2** Consent of Ballard Spahr Andrews & Ingersoll (included in its
opinion filed as Exhibit 5.1)
23.3** Consent of Sullivan & Cromwell (included in its opinion filed as
Exhibit 5.2)
23.4** Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included on signature page to the Company's
Registration Statement on Form S-3 (File No. 33-62395), filed
on September 6, 1995)
25.1** Statement of Eligibility of Senior Trustee on Form T-1
25.2** Statement of Eligibility of Subordinated Trustee on Form T-1
</TABLE>
_________________________________
* To be filed by amendment or 8-K.
** Previously filed.
<PAGE> 1
EXHIBIT 8.1
[SULLIVAN & CROMWELL LETTERHEAD]
December 26, 1995
Vornado Realty Trust,
Park 80 West, Plaza II,
Saddle Brook, New Jersey 07662
Dear Sirs:
We have acted as your counsel in connection with the
registration under the Securities Act of 1933, as amended (the
"Securities Act"), of a maximum aggregate amount of $235,000,000
in common shares of beneficial interest, par value $.04 per
share, preferred shares of beneficial interest without par value
("Preferred Shares"), depositary shares representing Preferred
Shares, debt securities and debt warrants of Vornado Realty
Trust. We hereby confirm to you our opinion set forth under
the caption "Federal Income Tax Considerations" in the
Preliminary Prospectus of Vornado Realty Trust included in the
Registration Statement on Form S-3 under the Securities Act filed
on this date by Vornado Realty Trust with the Securities and
Exchange Commission of the United States (the "Prospectus"). We
are not hereby expressing any opinion concerning the factual basis
for Vornado Realty Trust's qualification for any taxable year as a
real estate investment trust (a "REIT") under Sections 856 through
859 of the Internal Revenue Code of 1986, as amended. In rendering
this opinion we have relied, as to Vorando Realty Trust's qualification
as a
<PAGE> 2
Vornado Realty Trust -2-
REIT, upon the statements of Vornado Realty Trust set forth in
the Prospectus under the Heading "Federal Income Tax
Considerations".
We hereby consent to the filing with the Securities and
Exchange Commission of this letter as an exhibit to the
Registration Statement of which the Prospectus is a part and the
reference to us in the Prospectus under the caption "Federal
Income Tax Considerations". In giving such consent, we do not
thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ SULLIVAN & CROMWELL
-----------------------
