<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) DECEMBER 2, 1996
Commission File Number: 1-11954
VORNADO REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 22-1657560
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(Address of principal executive offices) (Zip Code)
(201)587-1000
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 4
<PAGE> 2
Items 1-4. Not Applicable.
Items 5. Other Events.
Vornado Realty Trust, a Maryland real estate
investment trust, (the "Company"), announced on December 2,
1996 that Michael D. Fascitelli had become the new President
of the Company and had been elected to the Company's Board.
Mr. Fascitelli has signed a five year employment contract
under which he has been granted options for 1,750,000 common
shares of beneficial interest ("Common Shares") of the
Company. He will also receive a deferred payment which is
intended to compensate him for the loss of his present
compensation, consisting of $5 million in cash and a $20
million convertible obligation, payable at the Company's
option in 459,770 Common Shares or the cash equivalent of
their appreciated value.
In connection with the employment arrangements for
Mr. Fascitelli, the Board of Directors has passed a
resolution, the effect of which is to raise the limitation
that previously restricted, with certain exceptions,
shareholders from owning more than 2% of the outstanding
Common Shares, to 6.7%.
Item 6. Not Applicable.
Item 7. Exhibits.
99 Press release, dated December 2, 1996, issued by the
Company.
Item 8-9. Not Applicable.
2
<PAGE> 3
VORNADO REALTY TRUST
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 thereunto duly authorized.
VORNADO REALTY TRUST
-----------------------
(Registrant)
Date: December 10, 1996 /s/ Joseph Macnow
-----------------------
JOSEPH MACNOW
Vice President,
Chief Financial Officer
3
<PAGE> 1
EXHIBIT 99
VORNADO REALTY TRUST
Park 80 West, Plaza II
Saddle Brook, NJ 07663
FOR IMMEDIATE RELEASE
VORNADO NAMES MICHAEL D. FASCITELLI
ITS NEW PRESIDENT AND A DIRECTOR
SADDLE BROOK, NJ, December 2, 1996 -- Steven Roth, Chairman and Chief Executive
Officer of Vornado Realty Trust (NYSE:VNO), announced today the appointment of
Michael D. Fascitelli as the company's new President. He has also been elected
to Vornado's board.
Mr. Fascitelli, age 40, formerly the partner at Goldman Sachs in charge of its
real estate practice, has more than 11 years of broad real estate experience,
including acquisitions, divestitures, development and capital markets. Prior to
joining Goldman Sachs, he was a consultant at McKinsey & Co.
Mr. Fascitelli has entered into a five year employment contract with Vornado
under which he will receive options for 1,750,000 Vornado common shares. He will
also receive a deferred payment which is intended to compensate him for the loss
of his present compensation, consisting of $5 million in cash and a $20 million
convertible obligation, payable at the company's option into 459,770 Vornado
shares or the cash equivalent of their appreciated value.
Mr. Fascitelli also has been elected a director of Alexander's, Inc. (NYSE:ALX)
and has received an option for 350,000 shares of Alexander's common stock.
4
