VORNADO REALTY TRUST
8-K, 1998-02-20
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
                                                        Exhibit Index on Page 4



    As filed with the Securities and Exchange Commission on February 20, 1998


                       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)           NOVEMBER 18, 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)



                                     Page 1


<PAGE>   2





ITEM 1.           NOT APPLICABLE.

ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS

                  On February 9, 1998, Vornado Realty Trust ("Vornado") closed
         its previously announced acquisition of the long-term leasehold
         interest in One Penn Plaza for approximately $410 million. The
         transaction was financed with proceeds from a $93 million bridge loan,
         $41 million of existing cash and borrowings under the revolving credit
         facility.

                  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.

                  This transaction was arrived at through an arms-length
         negotiation and was consummated through a subsidiary of Vornado Realty
         L.P., a limited partnership of which Vornado owns 92.4% and is the sole
         general partner.

ITEM 3-6.         NOT APPLICABLE.

ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                  EXHIBITS.

         (a)-(b) Previously filed with the Securities and Exchange Commission on
Form 8-K/A on February 3, 1998.

         (c) Exhibits.

         EXHIBIT NO.                        EXHIBIT

               99.1        Press release dated February 9, 1998, of Vornado
                           Realty Trust, announcing the completion of its
                           acquisition of One Penn Plaza.


ITEM 8-9.         NOT APPLICABLE.









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<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 hereunto duly authorized.




                                        VORNADO REALTY TRUST
                                                  (Registrant)



Date: February 20, 1998                       /s/ Irwin Goldberg
                                        ------------------------
                                             IRWIN GOLDBERG
                                                 Vice President,
                                             Chief Financial Officer










                                     Page 3
<PAGE>   4
                                INDEX TO EXHIBITS




                                                                      PAGE
       EXHIBIT NO:               EXHIBIT                            REFERENCE

         99.1     Press release dated February 9, 1998, of
                  Vornado Realty Trust, announcing the
                  completion of its acquisition of One Penn
                  Plaza.................................................5








                                     Page 4

<PAGE>   1
                                  EXHIBIT 99.1

CONTACT:  JOSEPH MACNOW
          (201) 587-1000



                                                     [LOGO] VORNADO REALTY TRUST
                                                     Park 80 West, Plaza II
                                                     Saddle Brook, NJ





FOR IMMEDIATE RELEASE - FEBRUARY 9, 1998

       SADDLE BROOK, NEW JERSEY.....VORNADO REALTY TRUST(NYSE:VNO) today
announced that it has closed its previously announced acquisition of the
long-term leasehold interest in One Penn Plaza for approximately $410 million.

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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