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Exhibit Index on Page 4
As filed with the Securities and Exchange Commission on January 29, 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) JANUARY 26, 1998
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.
ITEMS 2-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On January 26, 1998, Vornado Realty Trust entered into a
definitive agreement to acquire a substantial portion of the real
estate portfolio of the Kennedy family for approximately $625 million,
consisting of $465 million in cash, $50 million in indebtedness and
$110 million in Operating Partnership Units and Convertible Preferred
Operating Partnership Units. The properties to be acquired include the
Merchandise Mart in Chicago.
The acquired real estate assets include a mixed-use portfolio
of office, retail and showroom properties which aggregate approximately
5.3 million net rentable square feet. In addition to the Merchandise
Mart, Vornado will acquire the Apparel Center in Chicago, the
Washington Design Center and the Washington Office Center in
Washington, D.C. The transaction also includes the acquisition of
Merchandise Mart Properties Inc., which manages the properties and
trade shows.
The closing, which is expected in the second quarter, is
subject to customary closing conditions.
This transaction was arrived at through arms-length
negotiations and was consummated through subsidiaries of Vornado Realty
L.P. Vornado Realty Trust owns 92.4% of Vornado Realty L.P. and is the
sole general partner.
ITEM 6. NOT APPLICABLE.
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.
Exhibit No. Exhibit
99.1 Press Release, dated January 26, 1998, of
Vornado Realty Trust announcing an agreement
to acquire the Merchandise Mart and other
properties from the Kennedy family.
ITEMS 8-9. 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: January 29, 1998 /s/ Irwin Goldberg
------------------------
IRWIN GOLDBERG
Vice President,
Chief Financial Officer
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INDEX TO EXHIBITS
PAGE
EXHIBIT NO: EXHIBIT REFERENCE
99.1 Press Release, dated January 26, 1998, of Vornado Realty 5
Trust announcing an agreement to acquire the Merchandise
Mart and other properties from the Kennedy family.
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Exhibit 99.1
FOR IMMEDIATE RELEASE - JANUARY 26, 1998
VORNADO REALTY TRUST TO ACQUIRE MERCHANDISE MART
AND OTHER PROPERTIES FROM THE KENNEDY FAMILY
SADDLE BROOK, NEW JERSEY.....VORNADO REALTY TRUST (NYSE:VNO) today
announced that it has entered into a definitive agreement to acquire a
substantial portion of the real estate portfolio of the Kennedy Family for
approximately $625 million, consisting of $465 million in cash, $50 million in
indebtedness and $110 million in Operating Partnership Units and Convertible
Preferred Operating Partnership Units. The properties to be acquired include the
famed Merchandise Mart in Chicago.
The acquired real estate assets include a mixed-use portfolio of
office, retail and showroom properties which aggregate approximately 5.3 million
net rentable square feet. In addition to the Merchandise Mart, Vornado will
acquire the Apparel Center in Chicago, the Washington Design Center and the
Washington Office Center in Washington, D.C. The transaction also includes the
acquisition of Merchandise Mart Properties, Inc. which manages the properties
and trade shows.
The closing, which is expected in the second quarter, is subject to
customary closing conditions.
Vornado 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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