<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 1997
REGISTRATION NO. 333-29013
================================================================================
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. 33-62395
UNDER
THE SECURITIES ACT OF 1933
------------------------
VORNADO REALTY TRUST
and
VORNADO REALTY L.P.
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
<TABLE>
<S> <C>
MARYLAND 22-1657560
DELAWARE 13-3925979
(STATE OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NUMBER)
PARK 80 WEST, PLAZA II, JOSEPH MACNOW
SADDLE BROOK, NEW JERSEY 07663 PARK 80 WEST, PLAZA II,
(201) 587-1000 SADDLE BROOK, NEW JERSEY 07663
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (201) 587-1000
NUMBER, INCLUDING AREA CODE, OF REGISTRANTS' (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
PRINCIPAL EXECUTIVE OFFICES) NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>
------------------------
COPIES 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. [ ]
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT AND POST-EFFECTIVE
AMENDMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANTS 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> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and distribution of
the securities being registered, other than Underwriting Compensation, are as
follows:
<TABLE>
<S> <C>
SEC registration fee.......................................... $ 489,090.91
Printing and engraving expenses............................... $ 500,000.00
Legal fees and disbursements.................................. $1,000,000.00
Accounting fees and disbursements............................. $ 300,000.00
Transfer Agent's, Depositary's and Trustee's fees and
disbursements............................................... $ 100,000.00
Blue Sky fees and expenses.................................... $ 100,000.00
Miscellaneous (including listing and rating agency fees)...... $1,000,000.00
-----------
Total............................................... $3,489,090.91
===========
</TABLE>
ITEM 15. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
Under Maryland law, a real estate investment trust formed in Maryland is
permitted to eliminate, by provision in its declaration of trust, the liability
of its trustees and officers to the trust and its shareholders for money damages
except for liability resulting from (i) actual receipt of an improper benefit or
profit in money, property or services or (ii) active and deliberate dishonesty
established by a final judgment as being material to the cause of action.
Vornado's Declaration of Trust includes such a provision eliminating such
liability to the maximum extent permitted by Maryland law.
Vornado's Bylaws require it to indemnify (a) any present or former trustee
or officer who has been successful, on the merits or otherwise, in the defense
of a proceeding to which he was made a party by reason of such status, against
reasonable expenses incurred by him in connection with the proceeding, (b) any
trustee or officer who, at the request of Vornado, serves or has served another
trust, corporation or other entity as a director, officer, partner, or trustee
and (c) any present or former trustee or officer against any claim or liability
to which he may become subject by reason of such status unless it is established
that (i) his act or omission was material to the matter giving rise to the
proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, (ii) he actually received an improper personal benefit in
money, property or services or (iii) in the case of a criminal proceeding, he
had reasonable cause to believe that his act or omission was unlawful. However,
Maryland law prohibits Vornado from indemnifying a trustee or officer for an
adverse judgment in a suit by or in the right of the corporation or for a
judgment of liability on the basis that personal benefit was improperly
received, unless in either case a court orders indemnification and then only for
expenses. In addition, Vornado's Bylaws permit it to pay or reimburse, in
advance of final disposition of a proceeding, reasonable expenses incurred by a
present or former trustee or officer made a party to a proceeding by reason of
such status upon Vornado's receipt of (i) a written affirmation by the trustee
or officer of his good faith belief that he has met the applicable standard of
conduct necessary for indemnification by Vornado and (ii) a written undertaking
by or on his behalf to repay the amount paid or reimbursed by Vornado if it
shall ultimately be determined that the applicable standard of conduct was not
met. Vornado's Bylaws also (i) permit Vornado to provide indemnification and
payment or reimbursement of expenses to a present or former trustee or officer
who served a predecessor of Vornado in such capacity and to any employee or
agent of Vornado or a predecessor of Vornado, (ii) provide that any
indemnification or payment or reimbursement of the expenses permitted by the
Bylaws shall be furnished in accordance with the procedures provided for
indemnification or payment or reimbursement of expenses, as the case may be,
under Section 2-418 of the Maryland General Corporation Law (the "MGCL") for
directors of Maryland corporations and (iii) permit Vornado to provide such
other and further indemnification or payment or reimbursement of expenses as may
be permitted by the MGCL, as in effect from time to time, for directors of
Maryland corporations. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to
II-1
<PAGE> 3
trustees and officers of Vornado pursuant to the foregoing provisions or
otherwise, Vornado has been advised that, although the validity and scope of the
governing statute has not been tested in court, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In addition, indemnification
may be limited by state securities laws.
The First Amended and Restated Agreement of Limited Partnership, dated as
of April 15, 1997 (the "Partnership Agreement"), of the Operating Partnership
provides, generally, for the indemnification of an "indemnitee" against losses,
claims, damages, liabilities, expenses (including, without limitation,
attorneys' fees and other legal fees and expenses), judgments, fines,
settlements and other amounts that relate to the operations of the Operating
Partnership unless it is established that (i) the act or omission of the
Indemnitee was material and either was committed in bad faith or pursuant to
active and deliberate dishonesty, (ii) the Indemnitee actually received an
improper personal benefit in money, property or services or (iii) in the case of
any criminal proceeding, the Indemnitee had reasonable cause to believe that the
act or omission was unlawful. For this purpose, the term "Indemnitee" includes
(i) any person made a party to a proceeding by reason of its status as (A) the
general partner of the Operating Partnership, (B) a limited partner of the
Operating Partnership or (C) an officer of the Operating Partnership or a
trustee, officer or shareholder of Vornado and (ii) such other persons
(including affiliates of Vornado or the Operating Partnership) as Vornado may
designate from time to time in its discretion. Any such indemnification will be
made only out of assets of the Operating Partnership, and in no event may an
Indemnitee subject the limited partners of the Operating Partnership to personal
liability by reason of the indemnification provisions in the Partnership
Agreement. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted pursuant to the foregoing provisions or
otherwise, the Operating Partnership has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy and, therefore, unenforceable. The Operating Partnership has purchased
liability insurance for the purpose of providing a source of funds to pay the
indemnification described above.
ITEM 16. EXHIBITS.
<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 Vornado, amended April 3, 1997
(incorporated by reference to Exhibit 3.1 of Vornado's Registration Statement on
Form S-8 (File No. 333-29011), filed on June 12, 1997)
3.2 By-laws of Vornado, as amended on April 28, 1997 (incorporated by reference to
Exhibit 3(b) of Vornado's Quarterly Report on Form 10-Q for the period ended March
31, 1997 (File No. 001-11954), filed on May 14, 1997)
3.3 First Amended and Restated Agreement of Limited Partnership of the Operating
Partnership, dated as of April 15, 1997 (incorporated by reference to Exhibit 3.1 of
the Operating Partnership's Registration Statement on Form 10 (File No. 000-22685),
filed on June 12, 1997)
4.1 Specimen certificate representing Vornado's Common Shares of Beneficial Interest,
par value $0.04 per share (incorporated by reference to Exhibit 4.1 of Amendment No.
1 to Vornado's Registration Statement on Form S-3 (File No. 33-62395), filed on
October 26, 1995)
4.2 Specimen certificate representing Vornado's $3.25 Series A Preferred Shares of
Beneficial Interest, liquidation preference $50.00 per share (incorporated by
reference to Exhibit 4.2 of Vornado's Current Report on Form 8-K, dated April 3,
1997 (File No. 001-11954), filed on April 8, 1997)
4.3 Articles Supplementary Classifying Vornado's $3.25 Series A Preferred Shares of
Beneficial Interest, liquidation preference $50.00 per share (incorporated by
reference to Exhibit 4.1 of Vornado's Current Report on Form 8-K, dated April 3,
1997 (File No. 001-11954), filed on April 8, 1997)
4.4** Form of Indenture for Senior Debt Securities
4.5** Form of Senior Debt Security (included in Exhibit 4.4)
4.6** Form of Indenture for Subordinated Debt Securities
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
- ------- ------------------------------------------------------------------------------------
<S> <C>
4.7** Form of Subordinated Debt Security (included in Exhibit 4.6)
4.8 Form of Deposit Agreement (incorporated by reference to Exhibit 4.6 of Amendment No.
1 to Vornado's Registration Statement on Form S-3 (File No. 33-52441), filed on May
12, 1994)
4.9 Form of Depositary Receipt (included in Exhibit 4.8)
5.1** Opinion of Ballard Spahr Andrews & Ingersoll
5.2** Opinion of Sullivan & Cromwell
8.1** Tax opinion of Sullivan & Cromwell
8.2** Tax opinion of Shearman & Sterling
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 Consents of Friedman Alpren & Green LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4** Consent of Ballard Spahr Andrews & Ingersoll (included in its opinion filed as
Exhibit 5.1)
23.5** Consent of Sullivan & Cromwell (included in its opinions filed as Exhibit 5.2 and
Exhibit 8.1)
23.6** Consent of Shearman & Sterling (included in its opinion filed as Exhibit 8.2)
23.7** Consent of Deloitte & Touche LLP
23.8** Consent of Arthur Andersen LLP
24.1** Powers of Attorney (included on signature page to Vornado's and the Operating
Partnership's Registration Statement on Form S-3 (File No. 333-29013) filed on June
12, 1997)
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 on a Current Report on Form 8-K.
** Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
II-3
<PAGE> 5
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise (other than
insurance), the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than insurance
payments and the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
OTHER
The Operating Partnership hereby states that it reasonably believes that
the Debt Securities being registered hereunder will be "investment grade
securities" (as defined in General Instruction I.B.2. of Form S-3) by the time
of sale of such securities.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrants
certify that they have reasonable grounds to believe that they meet all of the
requirements for filing on Form S-3 and have duly caused this Amendment No. 4 to
their Registration Statement on Form S-3 to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Saddle Brook and State of
New Jersey, on September 18, 1997.
VORNADO REALTY TRUST,
a Maryland real estate investment
trust
By: /s/ STEVEN ROTH
------------------------------------
Steven Roth
Chairman of the Board of Trustees
(Principal Executive Officer)
VORNADO REALTY L.P.,
a Delaware limited partnership
By: Vornado Realty Trust
Its: General Partner
By: /s/ STEVEN ROTH
------------------------------------
Steven Roth
Chairman of the Board of Trustees
(Principal Executive Officer)
II-5
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated. Each person listed below
has signed this Amendment No. 4 to the Registration Statement (i) in their
capacity as an officer or trustee of Vornado Realty Trust ("Vornado"), on behalf
of Vornado and (ii) as an officer or trustee of Vornado, in its capacity as
general partner of Vornado Realty L.P.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ---------------------------- -------------------
<C> <S> <C>
/s/ STEVEN ROTH Chairman of the Board of September 18, 1997
- ------------------------------------------ Trustees (Principal
Steven Roth Executive Officer)
* President and Trustee September 18, 1997
- ------------------------------------------
Michael D. Fascitelli
* Co-Chairman of the Board of September 18, 1997
- ------------------------------------------ Trustees and Chief
Bernard H. Mendik Executive Officer of the
Mendik Division
/s/ JOSEPH MACNOW Vice President -- Chief September 18, 1997
- ------------------------------------------ Financial Officer and
Joseph Macnow Controller (Principal
Financial and Accounting
Officer)
* Trustee September 18, 1997
- ------------------------------------------
David Mandelbaum
* Trustee September 18, 1997
- ------------------------------------------
Stanley Simon
* Trustee September 18, 1997
- ------------------------------------------
Richard R. West
* Trustee September 18, 1997
- ------------------------------------------
Ronald G. Targan
* Trustee September 18, 1997
- ------------------------------------------
Russell B. Wight, Jr.
*By: /s/ JOSEPH MACNOW
- ------------------------------------------
Joseph Macnow
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 8
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 Vornado, amended April 3, 1997
(incorporated by reference to Exhibit 3.1 of Vornado's Registration Statement on Form
S-8 (File No. 333-29011), filed on June 12, 1997)
3.2 By-laws of Vornado, as amended on April 28, 1997 (incorporated by reference to
Exhibit 3(b) of Vornado's Quarterly Report on Form 10-Q for the period ended March
31, 1997 (File No. 001-11954), filed on May 14, 1997)
3.3 First Amended and Restated Agreement of Limited Partnership of the Operating
Partnership, dated as of April 15, 1997 (incorporated by reference to Exhibit 3.1 of
the Operating Partnership's Registration Statement on Form 10 (File No. 000-22685),
filed on June 12, 1997)
4.1 Specimen certificate representing Vornado's Common Shares of Beneficial Interest, par
value $0.04 per share (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to
Vornado's Registration Statement on Form S-3 (File No. 33-62395), filed on October
26, 1995)
4.2 Specimen certificate representing Vornado's $3.25 Series A Preferred Shares of
Beneficial Interest, liquidation preference $50.00 per share (incorporated by
reference to Exhibit 4.2 of Vornado's Current Report on Form 8-K, dated April 3, 1997
(File No. 001-11954), filed on April 8, 1997)
4.3 Articles Supplementary Classifying Vornado's $3.25 Series A Preferred Shares of
Beneficial Interest, liquidation preference $50.00 per share (incorporated by
reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, dated April 3,
1997 (File No. 001-11954), filed on April 8, 1997)
4.4** Form of Indenture for Senior Debt Securities
4.5** Form of Senior Debt Security (included in Exhibit 4.4)
4.6** Form of Indenture for Subordinated Debt Securities
4.7** Form of Subordinated Debt Security (included in Exhibit 4.6)
4.8 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)
4.9 Form of Depositary Receipt (included in Exhibit 4.8)
5.1** Opinion of Ballard Spahr Andrews & Ingersoll
5.2** Opinion of Sullivan & Cromwell
8.1** Tax opinion of Sullivan & Cromwell
8.2** Tax opinion of Shearman & Sterling
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 Consents of Friedman Alpren & Green LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4** Consent of Ballard Spahr Andrews & Ingersoll (included in its opinion filed as
Exhibit 5.1)
23.5** Consent of Sullivan & Cromwell (included in its opinions filed as Exhibit 5.2 and
Exhibit 8.1)
23.6** Consent of Shearman & Sterling (included in its opinion filed as Exhibit 8.2)
23.7** Consent of Deloitte & Touche LLP
23.8** Consent of Arthur Andersen LLP
24.1** Powers of Attorney (included on signature page to Vornado's and the Operating
Partnership's Registration Statement on Form S-3 (File No. 333-29013) filed on June
12, 1997)
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 on a Current Report on Form 8-K.
** Previously filed.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
(File No. 333-29013) of Vornado Realty Trust and Vornado Realty L.P. and the
Post-Effective Amendment to the Registration Statement No. 33-62395 of Vornado
Realty Trust, both on Form S-3, of our report dated March 12, 1997 on the
consolidated financial statements of Vornado Realty Trust, appearing in the
Annual Report on Form 10-K of Vornado Realty Trust for the year ended December
31, 1996 and incorporated by reference in the Registration Statement on Form 10
(File No. 000-22685) of Vornado Realty L.P. and of our report dated August 7,
1997 on the balance sheet of Vornado Realty L.P. as at April 14, 1997, appearing
in the Registration Statement on Form 10 (File No. 000-22685) of Vornado Realty
L.P. and to the reference to us under the heading "Experts" in the Prospectus
which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
September 18, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Members of
866 U.N. Plaza Associates LLC
We consent to the incorporation by reference in this Registration Statement
on Form S-3 (File No. 333-29013) of Vornado Realty Trust and Vornado Realty L.P.
of our report dated January 15, 1997, except for Note 2, as to which the date is
March 12, 1997, on the balance sheet of 866 U.N. Plaza Associates LLC (formerly
866 U.N. Plaza Associates), as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' capital and cash flows for each
of the years in the three-year period ended December 31, 1996, which report
appears in the Form 8-K of Vornado Realty Trust, dated March 12, 1997, as
amended by the Form 8-K/A, dated March 12, 1997, and incorporated by reference
in the Registration Statement on Form 10 (File No. 000-22685) of Vornado Realty
L.P. and to the reference to our firm under the heading "Experts" in the
Prospectus which is part of this Registration Statement.
Friedman Alpren & Green LLP
New York, New York
September 18, 1997
<PAGE> 2
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Partners of
Two Penn Plaza Associates L.P.
We consent to the incorporation by reference in this Registration Statement
on Form S-3 (File No. 333-29013) of Vornado Realty Trust and Vornado Realty L.P.
of our report dated January 15, 1997, except for Note 2, as to which the date is
March 12, 1997, on the balance sheet of Two Penn Plaza Associates L.P., as of
December 31, 1996 and 1995, and the related statements of operations, changes in
partners' capital and cash flows for each of the years in the three-year period
ended December 31, 1996, which report appears in the Form 8-K of Vornado Realty
Trust, dated March 12, 1997, as amended by the Form 8-K/A of Vornado Realty
Trust, dated March 12, 1997, and incorporated by reference in the Registration
Statement on Form 10 (File No. 000-22685) of Vornado Realty L.P. and to the
reference to our firm under the heading "Experts" in the Prospectus which is
part of this Registration Statement.
Friedman Alpren & Green LLP
New York, New York
September 18, 1997
<PAGE> 3
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Partners of
B&B Park Avenue L.P.
We consent to the incorporation by reference in this Registration Statement
on Form S-3 (File No. 333-29013) of Vornado Realty Trust and Vornado Realty L.P.
of our report dated January 15, 1997, except for Note 2, as to which the date is
March 12, 1997, on the balance sheet of B&B Park Avenue L.P., as of December 31,
1996 and 1995, and the related statements of operations, changes in partners'
capital and cash flows for each of the years in the three-year period ended
December 31, 1996, which report appears in the Form 8-K of Vornado Realty Trust,
dated March 12, 1997, as amended by the Form 8-K/A of Vornado Realty Trust,
dated March 12, 1997, and incorporated by reference in the Registration
Statement on Form 10 (File No. 000-22685) of Vornado Realty L.P. and to the
reference to our firm under the heading "Experts" in the Prospectus which is
part of this Registration Statement.
Friedman Alpren & Green LLP
New York, New York
September 18, 1997
<PAGE> 4
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Partners of
M Eleven Associates, M 393 Associates and Eleven Penn Plaza Company
We consent to the incorporation by reference in this Registration Statement
on Form S-3 (File No. 333-29013) of Vornado Realty Trust and Vornado Realty L.P.
of our report dated January 14, 1997, except for Note 2, as to which the date is
March 12, 1997, on the balance sheet of M Eleven Associates, M 393 Associates
and Eleven Penn Plaza Company, as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' capital and cash flows for each
of the years in the three-year period ended December 31, 1996, which report
appears in the Form 8-K of Vornado Realty Trust, dated March 12, 1997, as
amended by the Form 8-K/A of Vornado Realty Trust, dated March 12, 1997, and
incorporated by reference in the Registration Statement on Form 10 (File No.
000-22685) of Vornado Realty L.P. and to the reference to our firm under the
heading "Experts" in the Prospectus which is part of this Registration
Statement.
Friedman Alpren & Green LLP
New York, New York
September 18, 1997
<PAGE> 5
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Partners, Members and Stockholders of the Mendik Predecessors
We consent to the incorporation by reference in this Registration Statement
on Form S-3 (File No. 333-29013) of Vornado Realty Trust and Vornado Realty L.P.
of our report dated January 16, 1997, except for Note 2, as to which the date is
March 12, 1997, on the combined balance sheet of the Mendik Predecessors, as of
December 31, 1996, and the related statements of income, owners' equity and cash
flows for the year ended December 31, 1996, which report appears in the
Registration Statement on Form 10 (File No. 000-22685) of Vornado Realty L.P.
and to the reference to our firm under the heading "Experts" in the Prospectus
which is part of this Registration Statement.
Friedman Alpren & Green LLP
New York, New York
September 18, 1997
<PAGE> 6
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Partners of
1740 Broadway Associates, L.P.
We consent to the incorporation by reference in this Registration Statement
on Form S-3 (File No. 333-29013) of Vornado Realty Trust and Vornado Realty L.P.
of our report dated January 16, 1997, except for Note 2, as to which the date is
March 12, 1997, on the balance sheet of 1740 Broadway Associates, L.P., as of
December 31, 1996 and 1995, and the related statements of operations, changes in
partners' capital and cash flows for each of the years in the three-year period
ended December 31, 1996, which report appears in the Form 8-K of Vornado Realty
Trust, dated March 12, 1997, as amended by the Form 8-K/A of Vornado Realty
Trust, dated March 12, 1997, and incorporated by reference in the Registration
Statement on Form 10 (File No. 000-22685) of Vornado Realty L.P. and to the
reference to our firm under the heading "Experts" in the Prospectus which is
part of this Registration Statement.
Friedman Alpern & Green LLP
New York, New York
September 18, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Partners
Two Park Company:
We consent to incorporation by reference in this Registration Statement on
Form S-3 (File No. 333-29013) of Vornado Realty Trust and Vornado Realty L.P.
and the Post-Effective Amendment to the Registration Statement No. 33-62395 of
Vornado Realty Trust, both on Form S-3, of our report dated March 14, 1997, with
respect to the balance sheets of Two Park Company, a New York general
partnership, as of December 31, 1996 and 1995, and the related statements of
operations, changes in partners' capital and cash flows for each of the years in
the three-year period ended December 31, 1996, which report appears in the Form
8-K of Vornado Realty Trust dated March 12, 1997 as amended by Form 8-K/A dated
March 12, 1997, and incorporated by reference in the Registration Statement on
Form 10 (File No. 000-22685) of Vornado Realty L.P. and to the reference to our
firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Boston, Massachusetts
September 18, 1997
