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Exhibit Index on Page 5
As filed with the Securities and Exchange Commission on December 29, 1997
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 16, 1997
---------------------------
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
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)
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Item 1. Not Applicable.
Item 2. Acquisition or Disposition of Assets
On December 16, 1997, Vornado Realty Trust ("Vornado")
completed its previously announced acquisition of Arbor Property
Trust ("Arbor"). In connection with the acquisition, Arbor's
shareholders elected to receive approximately 2,936,000 common shares
of beneficial interest of Vornado an d 39,400 Series A preferred
shares of Vornado. The approximate value of the transaction is $225
million, subject to property level debt of $125 million. Arbor was a
single property real estate investment trust which owned the Green
Acres Mall, a 1.7 million square foot super-regional enclosed shopping
mall complex situated in southwestern Nassau County, Long Island, New
York. The Green Acres Mall is anchored by four major department stores:
Sears, Roebuck and Co., J.C. Penney Company, Inc., and Federated
Department Stores, Inc. doing business as Stern's and as Macy's. The
complex also includes The Plaza at Green Acres, a 179,000 square foot
shopping center which is anchored by Kmart and Waldbaums.
On December 17, 1997, Vornado acquired 640 Fifth Avenue, an
18 story Manhattan office building located at the corner of 51st
Street, for approximately $64 million from Met Life International Real
Estate Partners Limited Partnership. The building contains
approximately 250,000 square feet. Vornado financed the purchase from
its existing cash.
These transactions were arrived at through arms-length
negotiations and were consummated through subsidiaries of Vornado
Realty L.P., a limited partnership of which Vornado owns
92.4% and is the sole general partner. A copy of Vornado's press
release relating to these transactions is attached hereto as an
exhibit and is incorporated herein by reference.
Item 3-4. Not Applicable.
Item 5. Other Events.
On December 22, 1997, Vornado announced that the contract it
previously had executed to acquire the long-term leasehold interest in
One Penn Plaza for approximately $410 million has been executed by the
seller, and that certain rights of first refusal to the contract have
been waived. The acquisition, which was previously announced on
November 18, 1997, is expected to close within the next 60 days
subject to customary closing conditions.
One Penn Plaza is a 57 story Manhattan office building
containing approximately 2,350,000 square feet and encompasses
substantially the entire square block bounded by 33rd Street, 34th
Street, Seventh Avenue and Eighth Avenue.
Item 6. Not Applicable.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) The required financial statements will be filed on Form 8-K/A
as soon as practicable, but in any event within 60 days after
this Current Report on Form 8-K is filed.
(b) The required pro forma financial information will be filed on
Form 8-K/A as soon as practicable, but in any event within 60
days after this Current Report on Form 8-K is filed.
(c) Exhibits.
Exhibit No. Exhibit
99.1 Press Release, dated December 17, 1997, of Vornado Realty
Trust, announcing the completion of its acquisition of
Arbor Property Trust.
99.2 Press Release, dated December 17, 1997, of Vornado Realty
Trust, announcing the acquisition of 640 Fifth Avenue.
99.3 Press Release, dated December 22, 1997, of Vornado Realty
Trust, announcing the execution by the seller of its contract
to acquire One Penn Plaza.
Item 8. Not Applicable.
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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 hereunto duly authorized.
VORNADO REALTY TRUST
(Registrant)
Date: December 29, 1997 /s/ Joseph Macnow
-------------------------
JOSEPH MACNOW
Vice President,
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Exhibit Page
- ----------- ------- ----
99.1 Press Release, dated December 17, 1997, of Vornado Realty Trust,
announcing the completion of its acquisition of Arbor Property
Trust. 6
99.2 Press Release, dated December 17, 1997, of Vornado Realty Trust,
announcing the acquisition of 640 Fifth Avenue. 7
99.3 Press Release, dated December 22, 1997, of Vornado Realty Trust,
announcing the execution by the seller of its contract to acquire
One Penn Plaza. 8
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CONTACT: JOSEPH MACNOW EXHIBIT 99.1
(201) 587-1000
VORNADO REALTY TRUST
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
FOR IMMEDIATE RELEASE - December 17, 1997
SADDLE BROOK, NEW JERSEY.......VORNADO REALTY TRUST (NYSE:VNO)
today announced that it has completed its previously announced merger of Arbor
Property Trust (NYSE:ABR) into Vornado. In connection with the merger, Arbor's
shareholders elected to receive approximately 2,936,000 common shares of
beneficial interest of Vornado and 39,400 Series A preferred shares of Vornado.
Vornado Realty Trust is a fully-integrated equity real estate
investment trust.
Certain statements contained herein may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, risks associated
with the timing of and costs associated with property improvements, financing
commitments and general competitive factors.
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CONTACT: JOSEPH MACNOW EXHIBIT 99.2
(201) 587-1000
VORNADO REALTY TRUST
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
`
FOR IMMEDIATE RELEASE - DECEMBER 17, 1997
SADDLE BROOK, NEW JERSEY.......VORNADO REALTY TRUST (NYSE:VNO)
today announced that it has acquired 640 Fifth Avenue, an 18 story Manhattan
office building located at the corner of 51st Street, for approximately $64
million. The building contains approximately 250,000 square feet.
Vornado Realty Trust is a fully-integrated equity real estate
investment trust.
Certain statements contained herein may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, risks associated
with the timing of and costs associated with property improvements, financing
commitments and general competitive factors.
####
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CONTACT: JOSEPH MACNOW EXHIBIT 99.3
(201) 587-1000
VORNADO REALTY TRUST
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
FOR IMMEDIATE RELEASE - DECEMBER 22, 1997
SADDLE BROOK, NEW JERSEY.......VORNADO REALTY TRUST (NYSE:VNO)
today announced that the contract it previously had executed to acquire the
long-term leasehold interest in One Penn Plaza for approximately $410 million
has been executed by the seller, and that certain rights of first refusal to the
contract have been waived. The acquisition, which was previously announced on
November 18, 1997, is expected to close within the next 60 days subject to
customary closing conditions.
One Penn Plaza is a 57 story Manhattan office building containing
approximately 2,350,000 square feet and encompasses substantially the entire
square block bounded by 33rd Street, 34th Street, Seventh Avenue and Eighth
Avenue.
Vornado Realty Trust is a fully-integrated equity real estate
investment trust.
Certain statements contained herein may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, risks associated
with the timing of and costs associated with property improvements, financing
commitments and general competitive factors.
####
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