<PAGE> 1
As filed with the Securities and Exchange Commission on July 7, 1999
Exhibit Index on Page 5
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): May 27, 1999
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> 2
ITEMS 1 - 4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
ISSUANCE OF SERIES D-2 PREFERRED UNITS BY VORNADO REALTY L.P.
On May 27, 1999, Vornado Realty L.P., a Delaware limited partnership
through which Vornado Realty Trust conducts its business (the "Operating
Partnership"), sold approximately $27.5 million of Series D-2 Preferred Units of
limited partnership interest (the "Series D-2 Preferred Units") to an
institutional investor in a private placement.
The Series D-2 Preferred Units are perpetual and may be redeemed without
penalty in whole or in part by the Operating Partnership at any time on or after
May 27, 2004 for cash equal to $50 per Series D-2 Preferred Unit and any
accumulated and unpaid distributions owing in respect of the Series D-2
Preferred Units being redeemed. At any time on or after the Series D-2 Effective
Date (as defined below), holders of Series D-2 Preferred Units will have the
right to have their Series D-2 Preferred Units redeemed by the Operating
Partnership for (i) cash equal to $50 for each Series D-2 Preferred Unit and any
accumulated and unpaid distributions owing in respect of the Series D-2
Preferred Units being redeemed or (ii) at the option of Vornado Realty Trust,
one 8.375% Series D-2 Cumulative Redeemable Preferred Share of Beneficial
Interest, no par value (the "Series D-2 Preferred Shares"), of Vornado Realty
Trust for each Series D-2 Preferred Unit redeemed. The "Series D-2 Effective
Date" means the sooner of (i) May 27, 2009, (ii) the first business day
following any period in which the Operating Partnership has failed to make full
distributions in respect of the Series D-2 Preferred Units for six quarters,
whether or not consecutive, (iii) the first business day following receipt by
the holder of the Series D-2 Preferred Units of either notice from Vornado
Realty Trust, or an opinion of counsel, that the Operating Partnership is or
likely is a "publicly-traded partnership," as defined in the Internal Revenue
Code of 1986, as amended, and (iv) the first business day following the date on
which the institutional investor to which the Series D-2 Preferred Units were
issued reasonably determines that there is an imminent and substantial risk that
the Series D-2 Preferred Units held by it represent or will represent 19.5% or
more of the total profits or capital interests in the Operating Partnership for
a taxable year.
The Series D-2 Preferred Shares will be perpetual and will be redeemable
at the option of Vornado Realty Trust at any time on and after May 27, 2004 for
cash equal to $50 per Series D-2 Preferred Share plus dividends accumulated and
unpaid prior to the date of redemption. No Series D-2 Preferred Shares are now
outstanding. Vornado Realty Trust and the purchaser of the Series D-2 Preferred
Units have entered into a registration rights agreement with respect to the
Series D-2 Preferred Shares that may be issued upon redemption of Series D-2
Preferred Units.
2
<PAGE> 3
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following exhibits are furnished in accordance with the provisions of
Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3.1 Articles Supplementary to Declaration of
Trust of Vornado Realty Trust with respect to
the Series D-2 Preferred Shares, dated May
27, 1999, as filed with the State Department
of Assessments and Taxation of Maryland on
May 27, 1999.
3.2 Sixth Amendment to Second Amended and
Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of March 17,
1999.
3.3 Seventh Amendment to Second Amended and
Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of May 20,
1999.
3.4 Eighth Amendment to Second Amended and
Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of May 27,
1999.
</TABLE>
ITEM 8. NOT APPLICABLE.
3
<PAGE> 4
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)
By: /s/ Irwin Goldberg
-----------------------------
Name: Irwin Goldberg
Title: Vice President -
Chief Financial Officer
Date: July 7, 1999
4
<PAGE> 5
Index to Exhibits
Exhibit Description
No.
3.1 Articles Supplementary to Declaration of
Trust of Vornado Realty Trust with respect to
the Series D-2 Preferred Shares, dated as of
May 27, 1999, as filed with the State
Department of Assessments and Taxation of
Maryland on May 27, 1999
3.2 Sixth Amendment to Second Amended and
Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of March 17,
1999.
3.3 Seventh Amendment to Second Amended and
Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of May 20,
1999.
3.4 Eighth Amendment to Second Amended and
Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of May 27,
1999.
5
<PAGE> 1
Exhibit 3.1
VORNADO REALTY TRUST
ARTICLES SUPPLEMENTARY
8.375% SERIES D-2 CUMULATIVE REDEEMABLE PREFERRED SHARES
(LIQUIDATION PREFERENCE $50.00 PER SHARE)
Vornado Realty Trust, a Maryland real estate investment trust (the
"Trust"), hereby certifies to the State Department of Assessments and Taxation
of Maryland that:
FIRST: Under a power contained in Article VI of the Amended and
Restated Declaration of Trust of the Trust (the "Declaration"), the Board of
Trustees of the Trust (the "Board of Trustees") by unanimous written consent,
dated May 26, 1999, classified and designated 549,336 shares (the "Shares") of
the Preferred Stock, no par value per share (as defined in the Declaration), of
the Trust as shares of 8.375% Series D-2 Cumulative Redeemable Preferred Shares
of Beneficial Interest, liquidation preference $50.00 per share, with the
following preferences and other rights, voting powers, restrictions, limitations
as to dividends and other distributions, qualifications and terms and conditions
of redemption, which upon any restatement of the Declaration, shall be deemed to
be part of Article VI of the Declaration, with any necessary or appropriate
changes to the enumeration or lettering of sections or subsections hereof:
8.375% SERIES D-2 CUMULATIVE REDEEMABLE PREFERRED SHARES
SECTION 1. NUMBER OF SHARES AND DESIGNATION. This series of
Preferred Stock shall be designated as 8.375% Series D-2 Cumulative Redeemable
Preferred Shares of Beneficial Interest, liquidation preference $50.00 per share
(the "Series D-2 Preferred Shares"), and 549,336 shall be the number of shares
of Preferred Stock constituting such series.
SECTION 2. DEFINITIONS. For purposes of the Series D-2 Preferred
Shares, the following terms shall have the meanings indicated:
"Board of Trustees" shall mean the Board of Trustees of the Trust or
any committee authorized by such Board of Trustees to perform any of its
responsibilities with respect to the Series D-2 Preferred Shares.
<PAGE> 2
"Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New
York, New York are not required to be open.
"Common Shares" shall mean the common shares of beneficial interest
of the Trust, par value $.04 per share.
"Dividend Payment Date" shall mean the first calendar day of
January, April, July and October, in each year, commencing on the first of
January 1, April 1, July 1 or October 1 to follow the Issue Date;
provided, however, that if any Dividend Payment Date falls on any day
other than a Business Day, the dividend payment due on such Dividend
Payment Date shall be paid on the first Business Day immediately following
such Dividend Payment Date.
"Dividend Periods" shall mean quarterly dividend periods commencing
on January 1, April 1, July 1 and October 1 of each year and ending on and
including the day preceding the first day of the next succeeding Dividend
Period (other than the initial Dividend Period with respect to each Series
D-2 Preferred Share, which shall commence on the date on which such Series
D-2 Preferred Share was issues by the Trust and end on the next succeeding
January 1, April 1, July 1 or October 1 to occur (whichever occurs
first)).
"Issue Date" shall mean the first date on which any Series D-2
Preferred Shares are issued.
"Junior Shares" shall mean the Common Shares and any other class or
series of shares of beneficial interest of the Trust constituting junior
shares of beneficial interest as described in paragraph (c) of Section 8
hereof.
"Liquidation Preference" shall have the meaning set forth in
paragraph (a) of Section 4 hereof.
"Operating Partnership" shall mean Vornado Realty L.P., a Delaware
limited partnership.
"Parity Shares" shall mean any shares of beneficial interest as
described in paragraph (b) of Section 8 hereof.
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"Person" shall mean any individual, firm, partnership, corporation,
limited liability company or other entity, and shall include any successor
(by merger or otherwise) of such entity.
"Redemption Date" shall have the meaning set forth in paragraph (c)
of Section 5 hereof.
"Redemption Price" shall have the meaning set forth in paragraph (a)
of Section 5 hereof.
"Series D-2 Preferred Shares" shall have the meaning set forth in
Section 1 hereof. It is the intention of the Trust in establishing the
Series D-2 Preferred Shares, that, except to the extent otherwise set
forth herein, each Series D-2 Preferred Share shall be substantially the
economic equivalent of a Series D-2 Preferred Unit in respect of which it
was issued.
"Series D-2 Preferred Units" shall mean the Series D-2 Preferred
Units of limited partnership interest of the Operating Partnership.
"Set apart for payment" shall be deemed to include, without any
action other than the following, the recording by the Trust in its
accounting ledgers of any accounting or bookkeeping entry which indicates,
pursuant to a declaration of a dividend or other distribution by the Board
of Trustees, the allocation of funds to be so paid on any series or class
of shares of beneficial interest of the Trust; provided, however, that if
any funds for any class or series of Junior Shares or any class or series
of shares of beneficial interest ranking on a parity with the Series D-2
Preferred Shares as to the payment of dividends are placed in a separate
account of the Trust or delivered to a disbursing, paying or other similar
agent, then "set apart for payment" with respect to the Series D-2
Preferred Shares shall mean placing such funds in a separate account or
delivering such funds to a disbursing, paying or other similar agent.
"Transfer Agent" means First Union National Bank, Charlotte, North
Carolina, or such other agent or agents of the Trust as may be designated
by the Board of Trustees or its designee as the transfer agent for the
Series D-2 Preferred Shares.
"Voting Preferred Shares" shall have the meaning set forth in
Section 9 hereof.
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SECTION 3. DIVIDENDS. (a) The holders of Series D-2 Preferred Shares
shall be entitled to receive, when, as and if authorized by the Board of
Trustees and declared by the Trust out of assets legally available for that
purpose, dividends payable in cash at the rate per annum of $4.1875 per Series
D-2 Preferred Share (the "Annual Dividend Rate"). Such dividends with respect to
each Series D-2 Preferred Share shall be cumulative from the date on which such
Series D-2 Preferred Share was issued by the Trust, whether or not in any
Dividend Period or Periods there shall be assets of the Trust legally available
for the payment of such dividends, and shall be payable quarterly, when, as and
if authorized by the Board of Trustees and declared by the Trust, in arrears on
Dividend Payment Dates commencing with respect to each Series D-2 Preferred
Share on the first Dividend Payment Date after the date on which such Series D-2
Preferred Share was issued by the Trust. Dividends are cumulative from the most
recent Dividend Payment Date to which dividends have been paid, whether or not
in any Dividend Period or Periods there shall be assets legally available
therefor. Each such dividend shall be payable in arrears to the holders of
record of the Series D-2 Preferred Shares, as they appear on the share records
of the Trust at the close of business on such record dates, not more than 30
days preceding the applicable Dividend Payment Date (the "Dividend Payment
Record Date"), as shall be fixed by the Board of Trustees. Accumulated and
unpaid dividends for any past Dividend Periods may be authorized and declared
and paid at any time, without reference to any regular Dividend Payment Date, to
holders of record on such date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Trustees.
(b) The amount of dividends payable for each full Dividend Period
for each Series D-2 Preferred Share shall be computed by dividing the Annual
Dividend Rate by four. The amount of dividends payable for the initial Dividend
Period, or any other period shorter or longer than a full Dividend Period, on
the Series D-2 Preferred Shares shall be computed on the basis of twelve 30-day
months and a 360-day year. Holders of Series D-2 Preferred Shares shall not be
entitled to any dividends, whether payable in cash, property or stock, in excess
of cumulative dividends, as herein provided, on the Series D-2 Preferred Shares.
No interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on the Series D-2 Preferred Shares that may be
in arrears.
(c) So long as any Series D-2 Preferred Shares are outstanding, no
dividends, except as described in the immediately following sentence, shall be
authorized and declared or paid or set apart for payment on any series or
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class or classes of Parity Shares for any period unless full cumulative
dividends have been or contemporaneously are authorized and declared and paid or
authorized and declared and a sum sufficient for the payment thereof set apart
for such payment on the Series D-2 Preferred Shares for all Dividend Periods
terminating on or prior to the Dividend Payment Date on such class or series of
Parity Shares. When dividends are not paid in full or a sum sufficient for such
payment is not set apart, as aforesaid, all dividends authorized and declared
upon Series D-2 Preferred Shares and all dividends authorized and declared upon
any other series or class or classes of Parity Shares shall be authorized and
declared ratably in proportion to the respective amounts of dividends
accumulated and unpaid on the Series D-2 Preferred Shares and such Parity
Shares.
(d) So long as any Series D-2 Preferred Shares are outstanding, no
dividends (other than dividends or distributions paid solely in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Junior
Shares) shall be authorized and declared or paid or set apart for payment or
other distribution authorized and declared or made upon Junior Shares, nor shall
any Junior Shares be redeemed, purchased or otherwise acquired (other than a
redemption, purchase or other acquisition of Common Shares made for purposes of
and in compliance with requirements of an employee incentive or benefit plan of
the Trust or any subsidiary, or as permitted under Article VI of the
Declaration), for any consideration (or any moneys to be paid to or made
available for a sinking fund for the redemption of any shares of beneficial
interest) by the Trust, directly or indirectly (except by conversion into or
exchange for Junior Shares), unless in each case (i) the full cumulative
dividends on all outstanding Series D-2 Preferred Shares and any other Parity
Shares of the Trust shall have been paid or set apart for payment for all past
Dividend Periods with respect to the Series D-2 Preferred Shares and all past
dividend periods with respect to such Parity Shares and (ii) sufficient funds
shall have been paid or set apart for the payment of the dividend for the
current Dividend Period with respect to the Series D-2 Preferred Shares and any
Parity Shares.
(e) Any accumulated distributions on Series D-2 Preferred Units that
remain unpaid at the time such Series D-2 Preferred Units are acquired by the
Trust for Series D-2 Preferred Shares shall also be deemed to be accumulated and
unpaid dividends in respect of such Series D-2 Preferred Shares as of the date
of issuance of such Series D-2 Preferred Shares and shall be paid when declared
by the Board of Trustees.
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SECTION 4. LIQUIDATION PREFERENCE. (a) In the event of any
liquidation, dissolution or winding up of the Trust, whether voluntary or
involuntary, before any payment or distribution of the assets of the Trust
(whether capital or surplus) shall be made to or set apart for the holders of
Junior Shares, the holders of Series D-2 Preferred Shares shall be entitled to
receive Fifty Dollars ($50.00) per Series D-2 Preferred Share (the "Liquidation
Preference") plus an amount equal to all dividends (whether or not earned or
declared) accumulated and unpaid thereon to the date of final distribution to
such holder; but such holders of Series D-2 Preferred Shares shall not be
entitled to any further payment. If, upon any such liquidation, dissolution or
winding up of the Trust, the assets of the Trust, or proceeds thereof,
distributable among the holders of Series D-2 Preferred Shares shall be
insufficient to pay in full the preferential amount aforesaid and liquidating
payments on any other Parity Shares, then such assets, or the proceeds thereof,
shall be distributed among the holders of such Series D-2 Preferred Shares and
any such other Parity Shares ratably in accordance with the respective amounts
that would be payable on such Series D-2 Preferred Shares and any such other
Parity Shares if all amounts payable thereon were paid in full. For the purposes
of this Section 4, (i) a consolidation or merger of the Trust with one or more
entities, (ii) a statutory share exchange and (iii) a sale or transfer of all or
substantially all of the Trust's assets, shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, of the Trust.
(b) Subject to the rights of the holders of shares of any series or
class or classes of shares of beneficial interest ranking on a parity with or
prior to the Series D-2 Preferred Shares upon liquidation, dissolution or
winding up, upon any liquidation, dissolution or winding up of the Trust, after
payment shall have been made in full to the holders of the Series D-2 Preferred
Shares, as provided in this Section 4, any series or class or classes of Junior
Shares shall, subject to any respective terms and provisions applying thereto,
be entitled to receive any and all assets remaining to be paid or distributed,
and the holders of the Series D-2 Preferred Shares shall not be entitled to
share therein.
SECTION 5. REDEMPTION AT THE OPTION OF THE TRUST.
(a) Except as otherwise permitted by Article VI of the Declaration,
the Series D-2 Preferred Shares shall not be redeemable by the Trust prior to
May 27, 2004. On and after May 27, 2004, the Trust, at its option, may redeem
the Series D-2 Preferred Shares, in whole or in part, as set forth herein,
subject to the provisions described below, at a redemption price, payable in
cash, equal to the Liquidation
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Preference plus dividends accumulated and unpaid prior to the date of redemption
(the "Redemption Price"). The Redemption Price of the Series D-2 Preferred
Shares (other than any portion consisting of accrued and unpaid dividends) shall
be payable solely with the proceeds from the sale by the Trust or the Operating
Partnership of other Capital Shares of the Trust or the Operating Partnership
(whether or not such sale occurs concurrently with such redemption). For
purposes of the preceding sentence, "Capital Shares" means any common shares,
preferred shares, depositary shares, partnership or other interests,
participations or other ownership interests (however designated) and any rights
(other than debt securities convertible into or exchangeable for equity
securities) or options to purchase any of the foregoing of or in the Trust or
the Operating Partnership.
(b) If full cumulative dividends on the Series D-2 Preferred Shares
and any other series or class or classes of Parity Shares of the Trust have not
been paid or declared and set apart for payment, except as otherwise permitted
under Article VI of the Declaration, the Series D-2 Preferred Shares may not be
redeemed in part and the Trust may not purchase, redeem or otherwise acquire
Series D-2 Preferred Shares or any Parity Shares other than in exchange for
Junior Shares.
(c) If the Trust shall redeem shares of Series D-2 Preferred Shares
pursuant to paragraph (a) of this Section 5, notice of such redemption shall be
given to each holder of record of the Series D-2 Preferred Shares to be
redeemed. Such notice shall be provided by first class mail, postage prepaid, at
such holder's address as the same appears on the stock records of the Trust, or
by publication in The Wall Street Journal or The New York Times, or if neither
such newspaper is then being published, any other daily newspaper of national
circulation. If the Trust elects to provide such notice by publication, it shall
also promptly mail notice of such redemption to the holders of the Series D-2
Preferred Shares to be redeemed. Neither the failure to mail any notice required
by this paragraph (c), nor any defect therein or in the mailing thereof, to any
particular holder, shall affect the sufficiency of the notice or the validity of
the proceedings for redemption with respect to the other holders. Any notice
that was mailed in the manner herein provided shall be conclusively presumed to
have been duly given on the date mailed whether or not the holder receives the
notice. Each such mailed or published notice shall state, as appropriate: (1)
the date on which such Series D-2 Preferred Shares are to be redeemed (the
"Redemption Date"); (2) the number of Series D-2 Preferred Shares to be redeemed
and, if fewer than all the Series D-2 Preferred Shares held by such holder are
to be redeemed, the number of such Series D-2 Preferred Shares to be redeemed
from such holder; (3) the Redemption Price; (4) the
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<PAGE> 8
place or places at which certificates for such Series D-2 Preferred Shares are
to be surrendered for payment of the Redemption Price; and (5) that dividends on
the shares to be redeemed shall cease to accrue on such Redemption Date except
as otherwise provided herein. Notice having been published or mailed as
aforesaid, from and after the Redemption Date (unless the Trust shall fail to
make available an amount of cash necessary to effect such redemption), (i)
except as otherwise provided herein, dividends on the Series D-2 Preferred
Shares so called for redemption shall cease to accumulate, (ii) said shares
shall no longer be deemed to be outstanding, and (iii) all rights of the holders
thereof as holders of Series D-2 Preferred Shares of the Trust shall cease
(except the rights to receive the cash payable upon such redemption, without
interest thereon, upon surrender and endorsement of their certificates if so
required and to receive any dividends payable thereon). The Trust's obligation
to provide cash in accordance with the preceding sentence shall be deemed
fulfilled if, on or before the Redemption Date, the Trust shall deposit with a
bank or trust company (which may be an affiliate of the Trust) that has an
office in the Borough of Manhattan, City of New York, or in Baltimore, Maryland
and that has, or is an affiliate of a bank or trust company that has, a capital
and surplus of at least $50,000,000, the cash necessary for such redemption, in
trust, with irrevocable instructions that such cash be applied to the redemption
of the Series D-2 Preferred Shares so called for redemption. No interest shall
accrue for the benefit of the holder of Series D-2 Preferred Shares to be
redeemed on any cash so set aside by the Trust. Subject to applicable escheat
laws, any such cash unclaimed at the end of two years from the Redemption Date
shall revert to the general funds of the Trust, after which reversion the
holders of such shares so called for redemption shall look only to the general
funds of the Trust for the payment of such cash.
As promptly as practicable after the surrender in accordance with
said notice of the certificates for any such Series D-2 Preferred Shares so
redeemed (properly endorsed or assigned for transfer, if the Trust shall so
require and if the notice shall so state), such Series D-2 Preferred Shares
shall be exchanged for the cash (without interest thereon) for which such Series
D-2 Preferred Shares have been redeemed. If fewer than all of the outstanding
Series D-2 Preferred Shares are to be redeemed, the Series D-2 Preferred Shares
to be redeemed shall be selected by the Trust from the outstanding Series D-2
Preferred Shares not previously called for redemption by lot or pro rata (as
nearly as may be) or by any other method determined by the Trust in its sole
discretion to be equitable. If fewer than all the Series D-2 Preferred Shares
evidenced by any certificate are redeemed, then new
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<PAGE> 9
certificates evidencing the unredeemed Series D-2 Preferred Shares shall be
issued without cost to the holder thereof.
SECTION 6. REACQUIRED SHARES TO BE RETIRED.
All Series D-2 Preferred Shares which shall have been issued and
reacquired in any manner by the Trust shall be restored to the status of
authorized but unissued shares of Preferred Stock, without designation as to
series.
SECTION 7. NO RIGHT OF CONVERSION. The Series D-2 Preferred Shares
are not convertible into or exchangeable for any other property or securities of
the Trust at the option of any holder of Series D-2 Preferred Shares.
SECTION 8. PERMISSIBLE DISTRIBUTIONS. In determining whether a
distribution (other than upon liquidation, dissolution or winding up), whether
by dividend, or upon redemption or other acquisition of shares or otherwise, is
permitted under Maryland law, amounts that would be needed, if the Trust were to
be dissolved at the time of the distribution, to satisfy the preferential rights
upon dissolution of holders of shares of any class or series of beneficial
interest whose preferential rights upon dissolution are superior or prior to
those receiving the distribution shall not be added to the Trust's total
liabilities.
SECTION 9. RANKING. Any class or series of shares of beneficial
interest of the Trust shall be deemed to rank:
(a) prior to the Series D-2 Preferred Shares, as to the payment of
dividends and as to distribution of assets upon liquidation, dissolution or
winding up, if the holders of shares of such class or series shall be entitled
to the receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or priority to the
holders of Series D-2 Preferred Shares ("Senior Shares");
(b) on a parity with the Series D-2 Preferred Shares, as to the
payment of dividends and as to the distribution of assets upon liquidation,
dissolution or winding up, whether or not the dividend rates, dividend payment
dates or redemption or liquidation prices per share thereof be different from
those of the Series D-2 Preferred Shares, if the holders of shares of such class
or series and the Series D-2 Preferred Shares shall be entitled to the receipt
of dividends and of amounts distributable upon liquidation, dissolution or
winding up in proportion to their respective amounts of accumulated and unpaid
dividends per
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share or liquidation preferences, without preference or priority one over the
other ("Parity Shares"); and
(c) junior to the Series D-2 Preferred Shares, as to the payment of
dividends or as to the distribution of assets upon liquidation, dissolution or
winding up, if such shares shall be Common Shares or if the holders of Series
D-2 Preferred Shares shall be entitled to receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as the case may be,
in preference or priority to the holders of shares of such class or series, and
shares of such class or series shall not in either case rank prior to the Series
D-2 Preferred Shares.
SECTION 10. VOTING. Except as otherwise set forth herein, the Series
D-2 Preferred Shares shall not have any relative, participating, optional or
other voting rights or powers, and the consent of the holders thereof shall not
be required for the taking of any corporate (or trust) action.
If and whenever six quarterly dividends (whether or not consecutive)
payable on the Series D-2 Preferred Shares or any series or class of Parity
Shares shall be in arrears (which shall, with respect to any such quarterly
dividend, mean that any such dividend has not been paid in full) whether or not
earned or declared, the number of trustees then constituting the Board of
Trustees shall be increased by two and the holders of Series D-2 Preferred
Shares, together with the holders of shares of every other series or class of
Parity Shares having like voting rights (shares of any such other series, the
"Voting Preferred Shares"), voting as a single class regardless of series, shall
be entitled to elect the two additional trustees to serve on the Board of
Trustees at any annual meeting of shareholders or special meeting held in place
thereof, or at a special meeting of the holders of Series D-2 Preferred Shares
and the Voting Preferred Shares called as hereinafter provided. Whenever all
arrears in dividends on the Series D-2 Preferred Shares and the Voting Preferred
Shares then outstanding shall have been paid and full dividends thereon for the
current quarterly dividend period shall have been paid or declared and set apart
for payment, then the right of the holders of the Series D-2 Preferred Shares
and the Voting Preferred Shares to elect such additional two trustees shall
cease (but subject always to the same provision for the vesting of such voting
rights in the case of any similar future arrearages in six quarterly dividends),
and the terms of office of all persons elected as trustees by the holders of the
Series D-2 Preferred Shares and the Voting Preferred Shares shall forthwith
terminate and the number of trustees constituting the Board of Trustees shall be
reduced accordingly. At any time after such voting power
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shall have been so vested in the holders of shares of Series D-2 Preferred
Shares and the Voting Preferred Shares, the Secretary of the Trust may, and upon
the written request of any holder of Series D-2 Preferred Shares (addressed to
the Secretary at the principal office of the Trust) shall, call a special
meeting of the holders of the Series D-2 Preferred Shares and of the Voting
Preferred Shares for the election of the two trustees to be elected by them as
herein provided, such call to be made by notice similar to that provided in the
Bylaws of the Trust for a special meeting of the shareholders or as required by
law. If any such special meeting required to be called as above provided shall
not be called by the Secretary within 20 days after receipt of such request,
then any holder of Series D-2 Preferred Shares may call such meeting, upon the
notice above provided, and for that purpose shall have access to the stock books
of the Trust. The trustees elected at any such special meeting shall hold office
until the next annual meeting of the shareholders or special meeting held in
lieu thereof if such office shall not have previously terminated as above
provided. If any vacancy shall occur among the trustees elected by the holders
of the Series D-2 Preferred Shares and the Voting Preferred Shares, a successor
shall be elected by the Board of Trustees, upon the nomination of the
then-remaining trustee elected by the holders of the Series D-2 Preferred Shares
and the Voting Preferred Shares or the successor of such remaining trustee, to
serve until the next annual meeting of the shareholders or special meeting held
in place thereof if such office shall not have previously terminated as provided
above.
So long as any Series D-2 Preferred Shares are outstanding, in
addition to any other vote or consent of shareholders required by the
Declaration, the affirmative vote of at least 66-2/3% of the votes entitled to
be cast by the holders of Series D-2 Preferred Shares and the Voting Preferred
Shares, at the time outstanding, voting as a single class regardless of series,
given in person or by proxy, either in writing without a meeting or by vote at
any meeting called for the purpose, shall be necessary for effecting or
validating (a) any amendment, alteration or repeal of any of the provisions of
the Declaration or these Articles Supplementary that materially and adversely
affects the voting powers, rights or preferences of the Series D-2 Preferred
Shares or the Voting Preferred Shares; provided, however, that (i) the amendment
of the provisions of the Declaration so as to authorize or create or to increase
the authorized amount of, any Junior Shares or any shares of any class or series
ranking on a parity with the Series D-2 Preferred Shares or the Voting Preferred
Shares shall not be deemed to materially and adversely affect the voting powers,
rights or preferences of the holders of Series D-2 Preferred Shares and (ii) any
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<PAGE> 12
filing with the State Department of Assessments and Taxation of Maryland by the
Trust in connection with a merger, consolidation or sale of all or substantially
all of the assets of the Trust shall not be deemed to be an amendment,
alteration or repeal of any of the provisions of the Declaration or these
Articles Supplementary; and provided further, that if any such amendment,
alteration or repeal would materially and adversely affect any voting powers,
rights or preferences of the Series D-2 Preferred Shares or one or more but not
all series of Voting Preferred Shares at the time outstanding, the affirmative
vote of at least 66-2/3% of the votes entitled to be cast by the holders of all
series similarly affected, at the time outstanding, voting as a single class
regardless of series, given in person or by proxy, either in writing without a
meeting or by vote at any meeting called for the purpose, shall be required in
lieu of the affirmative vote of at least 66-2/3% of the votes entitled to be
cast by the holders of the Series D-2 Preferred Shares and the Voting Preferred
Shares otherwise entitled to vote in accordance herewith or (b) the
authorization or creation of, or the increase in the authorized amount of, any
shares of any class or series or any security convertible into shares of any
class or series ranking prior to the Series D-2 Preferred Shares in the
distribution of assets on any liquidation, dissolution or winding up of the
Trust or in the payment of dividends; provided, however, that, in the case of
each of subparagraphs (a) and (b), no such vote of the holders of Series D-2
Preferred Shares or Voting Preferred Shares, as the case may be, shall be
required if, at or prior to the time when such amendment, alteration or repeal
is to take effect, or when the issuance of any such prior shares or convertible
security is to be made, provision is made for the redemption of all Series D-2
Preferred Shares or Voting Preferred Shares, as the case may be, at the time
outstanding in accordance with Section 5 hereof.
For purposes of the foregoing provisions of this Section 10, each
Series D-2 Preferred Share shall have one (1) vote per share, except that when
any other series of Preferred Stock shall have the right to vote with the Series
D-2 Preferred Shares as a single class on any matter, then the Series D-2
Preferred Shares and such other series shall have with respect to such matters
one (1) vote per $50.00 of stated liquidation preference.
SECTION 11. RECORD HOLDERS. The Trust and the Transfer Agent may
deem and treat the record holder of any Series D-2 Preferred Shares as the true
and lawful owner thereof for all purposes, and neither the Trust nor the
Transfer Agent shall be affected by any notice to the contrary.
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<PAGE> 13
SECTION 11. RESTRICTIONS ON OWNERSHIP AND TRANSFER. The Series D-2
Preferred Shares constitute Preferred Stock, and Preferred Stock constitutes
Equity Stock of the Trust. Therefore, the Series D-2 Preferred Shares, being
Equity Stock, are governed by and issued subject to all the limitations, terms
and conditions of the Declaration applicable to Equity Stock generally,
including but not limited to the terms and conditions (including exceptions and
exemptions) of Article VI of the Declaration applicable to Equity Stock. The
foregoing sentence shall not be construed to limit the applicability to the
Series D-2 Preferred Shares of any other term or provision of the Declaration.
SECOND: The Shares have been classified and designated by the Board
of Trustees under the authority contained in the Declaration.
THIRD: These Articles Supplementary have been approved by the Board
of Trustees in the manner and by the vote required by law.
FOURTH: The undersigned Vice President--Chief Financial Officer
acknowledges these Articles Supplementary to be the trust act of the Trust and,
as to all matters or facts required to be verified under oath, the undersigned
Vice President--Chief Financial Officer acknowledges that, to the best of his
knowledge, information and belief, these matters and facts are true in all
material respects and that this Statement is made under the penalties for
perjury.
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<PAGE> 14
IN WITNESS WHEREOF, the Trust has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
Vice President--Chief Financial Officer and attested to by one of its Assistant
Secretaries on this 27th day of May, 1999.
VORNADO REALTY TRUST
[Seal] /s/ Irwin Goldberg
------------------------------
Name: Irwin Goldberg
Title: Vice President--Chief
Financial Officer
ATTEST:
/s/ Larry Portal
------------------------------
Name: Larry Portal
Title: Assistant Secretary
<PAGE> 1
Exhibit 3.2
SIXTH
AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
VORNADO REALTY L.P.
---------------------------------------------
Dated as of March 17, 1999
---------------------------------------------
THIS SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this "Amendment") is hereby adopted
by Vornado Realty Trust, a Maryland real estate investment trust (defined
therein as the "General Partner"), as the general partner of Vornado Realty
L.P., a Delaware limited partnership (the "Partnership"). For ease of reference,
capitalized terms used herein and not otherwise defined have the meanings
assigned to them in the Second Amended and Restated Agreement of Limited
Partnership of Vornado Realty L.P., as amended by the Amendment to Second
Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P.,
dated as of December 16, 1997, and further amended by the Second Amendment to
Second Amended and Restated Agreement of Limited Partnership of Vornado Realty
L.P., dated as of April 1, 1997, and the Third Amendment to Second Amended and
Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of
November 12, 1998, and the Fourth Amendment to Second Amended and Restated
Agreement of Limited Partnership of Vornado Realty L.P., dated as of November
30, 1998, and the Fifth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of March 3, 1999 (as so
amended and as the same may be further amended, the "Agreement").
WHEREAS, the General Partner desires to establish and set forth the terms
of a new series of Partnership Interests designated as 8.5% Series B
Pass-Through Preferred Units (the "Series B Pass-Through Preferred Units");
WHEREAS, Section 4.2.A of the Agreement grants the General Partner
authority to cause the Partnership to issue interests in the Partnership to a
person other than the General Partner in one or more classes or series, with
such designations, preferences and relative, participating, optional or other
special rights, powers and duties as may be determined by the General Partner in
its sole and absolute discretion so long as the issuance does not violate
Section 4.2.E of the Agreement.
<PAGE> 2
WHEREAS, the General Partner has determined that the establishment and
issuance of the Series B Pass-Through Preferred Units will not violate Section
4.2.E of the Agreement.
WHEREAS, the General Partner desires to amend the Agreement to set forth
the terms of the Series B Pass-Through Preferred Units.
WHEREAS, Section 14.1.B of the Agreement grants the General Partner power
and authority to amend the Agreement without the consent of any of the
Partnership's limited partners if the amendment does not adversely affect or
eliminate any right granted to a limited partner pursuant to any of the
provisions of the Agreement specified in Section 14.1.C or Section 14.1.D of the
Agreement as requiring a particular minimum vote; and
WHEREAS, the General Partner has determined that the amendment effected
hereby does not adversely affect or eliminate any of the limited partner rights
specified in Section 14.1.C or Section 14.1.D of the Agreement;
NOW, THEREFORE, the General Partner hereby amends the Agreement as
follows:
1. The exhibit attached to this Amendment as Attachment 1 is hereby
added to the Agreement as Exhibit M thereof.
2. Section 4.2 of the Agreement is hereby supplemented by adding the
following paragraph to the end thereof:
"J. Issuance of Series B Pass-Through Preferred Units. The Partnership is
authorized to issue a series designated as "Series B Pass-Through
Convertible Preferred Units", which units shall have the terms set forth
in Exhibit M attached hereto and made part hereof."
3. In making distributions pursuant to Section 5.1.B of the
Agreement, the General Partner of the Partnership shall take into account the
provisions of Paragraph 2 of Exhibit M to the Agreement, including, but not
limited to, Paragraph 2.F(ii) thereof.
4. Section 8.6 of the Agreement is hereby supplemented by adding the
following paragraph to the end thereof:
"I. Series B Pass-Through Preferred Unit Exception. Holders of Series B
Pass-Through Preferred Units shall not be entitled to the Redemption
Right provided for in Section 8.6.A of this Agreement."
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<PAGE> 3
5. Exhibit A of the Agreement is hereby deleted and is replaced in
its entirety by new Exhibit A attached hereto as Attachment 2.
6. Except as expressly amended hereby, the Agreement shall remain in
full force and effect.
SIGNATURES ON FOLLOWING PAGE
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<PAGE> 4
IN WITNESS WHEREOF, the General Partner has executed this Amendment as of
the date first written above.
VORNADO REALTY TRUST
By: /s/ Irwin Goldberg
-------------------------------
Name: Irwin Goldberg
Title: Vice President
<PAGE> 5
Attachment 1
EXHIBIT M
DESIGNATION OF THE PREFERENCES, CONVERSION
AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND CONDITIONS OF REDEMPTION
OF THE
SERIES B PASS-THROUGH PREFERRED UNITS
1. Definitions.
In addition to those terms defined in the Agreement, the following
definitions shall be for all purposes, unless otherwise clearly indicated to the
contrary, applied to the terms used in the Agreement and this Exhibit M:
"Board of Trustees" shall mean the Board of Trustees of the General
Partner or any committee authorized by such Board of Trustees to perform any of
its responsibilities with respect to the Series B Preferred Shares.
"Unit Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New York, New
York are not required to be open.
"Common Shares" shall mean the common shares of beneficial interest of
the General Partner, par value $.04 per share.
"Distribution Payment Date" shall mean January 1, April 1, July 1 and
October 1, in each year, commencing on July 1, 1999; provided, however, that if
any Distribution Payment Date falls on any day other than a Unit Business Day,
the distribution payment due on such Distribution Payment Date shall be paid on
the first Unit Business Day immediately following such Distribution Payment
Date.
"Distribution Periods" shall mean quarterly distribution periods
commencing on January 1, April 1, July 1 and October 1 of each year and ending
on and including the day preceding the first day of the next succeeding
Distribution Period (other than the initial Distribution Period with respect to
each Series B Pass-Through Preferred Unit, which shall commence on the date on
which such Series B Pass-Through Preferred Unit was issued by the Partnership
and end on and include the day preceding the first day of the next succeeding
Distribution Period).
"Dividend Payment Date" shall mean a dividend payment date with respect
to the Series B Preferred Shares.
"Dividend Periods" shall mean the quarterly dividend periods with respect
to the Series B Preferred Shares.
"Series B Preferred Shares" means the 8.5% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest (liquidation preference $25.00 per
share), no par value, issued by the General Partner.
"Series B Pass-Through Preferred Unit" means a Partnership Unit issued by
the Partnership to the General Partner in consideration of the contribution by
the General Partner to the Partnership of the entire net proceeds received by
the General Partner from the issuance of the Series B
<PAGE> 6
Preferred Shares. The Series B Pass-Through Preferred Units are Preference
Units. The Series B Pass-Through Preferred Units shall have the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
distributions, qualifications and terms and conditions of redemption as are set
forth in this Exhibit M. It is the intention of the General Partner, in
establishing the Series B Pass-Through Preferred Units, that each Series B
Pass-Through Preferred Unit shall be substantially the economic equivalent of a
Series B Preferred Share.
"set apart for payment" shall be deemed to include, without any action
other than the following, the recording by the Partnership or the General
Partner on behalf of the Partnership in its accounting ledgers of any accounting
or bookkeeping entry which indicates, pursuant to a declaration of a
distribution by the General Partner, the allocation of funds to be so paid on
any series or class of Partnership Units; provided, however, that if any funds
for any class or series of Junior Units or any class or series of Partnership
Units ranking on a parity with the Series B Pass-Through Preferred Units as to
the payment of distributions are placed in a separate account of the Partnership
or delivered to a disbursing, paying or other similar agent, then "set apart for
payment" with respect to the Series B Pass-Through Preferred Units shall mean
placing such funds in a separate account or delivering such funds to a
disbursing, paying or other similar agent.
2. Terms of the Series B Pass-Through Preferred Units.
A. Number. As of the close of business on the date of the amendment
pursuant to which this Exhibit was adopted, the total number of Series B
Pass-Through Preferred Units issued and outstanding will be up to 3,000,000. The
General Partner may issue additional Series B Pass-Through Preferred Units from
time to time in accordance with the terms of the Agreement, and in connection
with any such additional issuance the General Partner shall revise Exhibit A to
the Agreement to reflect the total number of Series B Pass-Through Preferred
Units then issued and outstanding.
B. Distributions. (i) The General Partner, in its capacity as the
holder of the then outstanding Series B Pass-Through Preferred Units, shall be
entitled to receive, when, as and if declared by the General Partner,
distributions payable in cash at the rate per annum of $2.125 per Series B
Pass-Through Preferred Unit (the "Annual Distribution Rate"). Such distributions
shall be cumulative from the date of issuance and shall be payable quarterly,
when, as and if authorized and declared by the General Partner, in arrears on
each Distribution Payment Date, commencing on the first Distribution Payment
Date after the date of issuance of the Series B Pass-Through Preferred Units;
provided that the amount per Series B Pass-Through Preferred Unit to be paid in
respect of the initial Distribution Period shall be determined in accordance
with paragraph (ii) below. Accrued and unpaid distributions for any past
Distribution Periods may be declared and paid at any time, without reference to
any regular Distribution Payment Date.
(ii) The amount of distribution per Series B Pass-Through Preferred Unit
accruing in each full Distribution Period shall be computed by dividing the
Annual Distribution Rate by four. The amount of distributions payable for the
initial Distribution Period, or any other period shorter or longer than a full
Distribution Period, on the Series B Pass-Through Preferred Units shall be
computed on the basis of twelve 30-day months and a 360-day year. The General
Partner, in its capacity as the holder of the then outstanding Series B
Pass-Through Preferred Units, shall not be entitled to any distributions,
whether payable in cash, property or securities, in excess of cumulative
distributions, as herein provided, on the Series B Pass-Through Preferred Units.
No interest, or sum of money in lieu of interest, shall be payable in respect of
any distribution payment or payments on the Series B Pass-Through Preferred
Units that may be in arrears.
(iii) So long as any Series B Pass-Through Preferred Units are
outstanding, no distributions, except as described in the immediately following
sentence, shall be declared or paid or set apart for payment on any series or
class or classes of Parity Units for any period unless full cumulative
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<PAGE> 7
distributions have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof set apart for such payment on the
Series B Pass-Through Preferred Units for all Distribution Periods terminating
on or prior to the distribution payment date on such class or series of Parity
Units. When distributions are not paid in full or a sum sufficient for such
payment is not set apart, as aforesaid, all distributions declared upon Series B
Pass-Through Preferred Units and all distributions declared upon any other
series or class or classes of Parity Units shall be declared ratably in
proportion to the respective amounts of distributions accumulated and unpaid on
the Series B Pass-Through Preferred Units and such Parity Units.
(iv) So long as any Series B Pass-Through Preferred Units are
outstanding, no distributions (other than distributions paid solely in Junior
Units or options, warrants or rights to subscribe for or purchase Junior Units)
shall be declared or paid or set apart for payment or other distribution
declared or made upon Junior Units, nor shall any Junior Units be redeemed,
purchased or otherwise acquired (other than a redemption, purchase or other
acquisition of Junior Units made in respect of a redemption, purchase or other
acquisition of Common Shares made for purposes of and in compliance with
requirements of an employee incentive or benefit plan of the General Partner or
any subsidiary, or as permitted under Article VI of the Declaration of Trust of
the General Partner), for any consideration (or any moneys to be paid to or made
available for a sinking fund for the redemption of any such Junior Units) by the
General Partner, directly or indirectly (except by conversion into or exchange
for Junior Units), unless in each case (a) the full cumulative distributions on
all outstanding Series B Pass-Through Preferred Units and any other Parity Units
of the Partnership shall have been paid or set apart for payment for all past
Distribution Periods with respect to the Series B Pass-Through Preferred Units
and all past distribution periods with respect to such Parity Units, except to
the extent that distributions on the Series B-2 Restricted Preferred Units are
not then able to be paid owing to a lack of funds in the Nongovernmental
Account, and (b) sufficient funds shall have been paid or set apart for the
payment of the distribution for the current Distribution Period with respect to
the Series B Pass-Through Preferred Units and any Parity Units, except to the
extent that distributions on the Series B-2 Restricted Preferred Units are not
then able to be paid owing to a lack of funds in the Nongovernmental Account.
C. Liquidation Preference. (i) In the event of any liquidation,
dissolution or winding up of the Partnership or the General Partner, whether
voluntary or involuntary, before any payment or distribution of the assets of
the Partnership shall be made to or set apart for the holders of Junior Units,
the General Partner, in its capacity as the holder of the Series B Pass-Through
Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per
Series B Pass-Through Preferred Unit (the "Liquidation Preference") plus an
amount equal to all distributions (whether or not earned or declared) accrued
and unpaid thereon to the date of final distribution to the General Partner, in
its capacity as such holder; but the General Partner, in its capacity as the
holder of Series B Pass-Through Preferred Units, shall not be entitled to any
further payment. If, upon any such liquidation, dissolution or winding up of the
Partnership or the General Partner, the assets of the Partnership, or proceeds
thereof, distributable to the General Partner, in its capacity as the holder of
Series B Pass-Through Preferred Units, shall be insufficient to pay in full the
preferential amount aforesaid and liquidating payments on any other Parity
Units, then such assets, or the proceeds thereof, shall be distributed among the
General Partner, in its capacity as the holder of such Series B Pass-Through
Preferred Units, and the holders of any such other Parity Units ratably in
accordance with the respective amounts that would be payable on such Series B
Pass-Through Preferred Units and any such other Parity Units if all amounts
payable thereon were paid in full. For the purposes of this Section C, (i) a
consolidation or merger of the Partnership or the General Partner with one or
more entities, (ii) a statutory share exchange by the Partnership or the General
Partner and (iii) a sale or transfer of all or substantially all of the
Partnership's or the General Partner's assets, shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, of the General
Partner.
(ii) Subject to the rights of the holders of Partnership Units of any
series or class or classes of shares ranking on a parity with or prior to the
Series B Pass-Through Preferred Units upon any
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<PAGE> 8
liquidation, dissolution or winding up of the General Partner or the
Partnership, after payment shall have been made in full to the General Partner,
in its capacity as the holder of the Series B Pass-Through Preferred Units, as
provided in this Section, any series or class or classes of Junior Units shall,
subject to any respective terms and provisions applying thereto, be entitled to
receive any and all assets remaining to be paid or distributed, and the General
Partner, in its capacity as the holder of the Series B Pass-Through Preferred
Units, shall not be entitled to share therein.
D. Redemption of the Series B Pass-Through Preferred Units. (i)
Except in connection with the redemption of the Series B Preferred Shares by the
General Partner as permitted by Article VI of the Declaration of Trust, the
Series B Pass-Through Preferred Units shall not be redeemable prior to March 17,
2004. On and after March 17, 2004, the General Partner may, at its option, cause
the Partnership to redeem the Series B Pass-Through Preferred Units for cash, in
whole or in part, as set forth herein, subject to the provisions described
below.
(ii) The Series B Pass-Through Preferred Units may be redeemed, in whole
or in part, at the option of the General Partner, in its capacity as the holder
of the Series B Pass-Through Preferred Units, at any time, provided that the
General Partner shall redeem an equivalent number of Series B Preferred Shares.
Such redemption of Series B Pass-Through Preferred Units shall occur
substantially concurrently with the redemption by the General Partner of such
Series B Preferred Shares (the "Redemption Date").
(iii) Upon redemption of Series B Pass-Through Preferred Units by the
General Partner on the Redemption Date, each Series B Pass-Through Preferred
Unit so redeemed shall be converted into the right to receive Twenty-Five
Dollars ($25.00) per Series B Pass-Through Preferred Unit, plus any accrued and
unpaid distributions with respect to the Series B Pass-Through Preferred Units
to the Redemption Date (the "Redemption Price"). The Redemption Price of the
Series B Pass-Through Preferred Units (other than any portion consisting of
accrued and unpaid distributions) shall be payable solely with the proceeds from
the sale by the General Partner or the Partnership of other capital shares of
the General Partner or the Operating Partnership (whether or not such sale
occurs concurrently with such redemption). For purposes of the preceding
sentence, "capital shares" means any common shares, preferred shares, depositary
shares, partnership or other interests, participations or other ownership
interests (however designated) and any rights (other than debt securities
convertible into or exchangeable for equity securities) or options to purchase
any of the foregoing of or in the General Partner or the Operating Partnership.
Upon any redemption of Series B Pass-Through Preferred Units, the
Partnership shall pay any accrued and unpaid distributions in arrears for any
Distribution Period ending on or prior to the Redemption Date. If the Redemption
Date falls after a Dividend Payment Record Date and prior to the corresponding
Dividend Payment Date, then the General Partner, in its capacity as the holder
of Series B Pass-Through Preferred Units, shall be entitled to distributions
payable on the equivalent number of Series B Pass-Through Preferred Units as the
number of the Series B Preferred Shares with respect to which the General
Partner shall be required, pursuant to the terms of the Declaration of Trust, to
pay to the holders of Series B Preferred Shares at the close of business on such
Dividend Payment Record Date for the Series B Preferred Shares who, pursuant to
such Declaration of Trust, are entitled to the dividend payable on such Series B
Preferred Shares on the corresponding Dividend Payment Date notwithstanding the
redemption of such Series B Preferred Shares before such Dividend Payment Date.
Except as provided above, the Partnership shall make no payment or allowance for
unpaid distributions, whether or not in arrears, on Series B Pass-Through
Preferred Units called for redemption.
(iv) If full cumulative distributions on the Series B Pass-Through
Preferred Units and any other series or class or classes of Parity Units of the
Partnership have not been paid or declared and set apart for payment, except in
connection with a purchase, redemption or other acquisition of Series B
Preferred Shares or shares of beneficial interest ranking on a parity with such
Series B Preferred Shares as
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<PAGE> 9
permitted under Article VI of the Declaration of Trust, the Series B
Pass-Through Preferred Units may not be redeemed in part and the Partnership may
not purchase, redeem or otherwise acquire Series B Pass-Through Preferred Units
or any Parity Units other than in exchange for Junior Units.
As promptly as practicable after the surrender of the certificates for
any such Series B Pass-Through Preferred Units so redeemed, such Series B
Pass-Through Preferred Units shall be exchanged for the cash (without interest
thereon) for which such Series B Pass-Through Preferred Units have been
redeemed. If fewer than all the Series B Pass-Through Preferred Units
represented by any certificate are redeemed, then new certificates representing
the unredeemed Series B Pass-Through Preferred Units shall be issued without
cost to the holder thereof.
E. Conversion. The Series B Pass-Through Preferred Units are not
convertible into or exchangeable for any other property or securities of the
General Partner or the Trust at the option of any holder of Series B
Pass-Through Preferred Units, except as provided in Section D hereof.
F. Ranking. Any class or series of Partnership Units shall be deemed
to rank:
(a) prior to the Series B Pass-Through Preferred Units, as to the payment
of distributions and as to distribution of assets upon liquidation, dissolution
or winding up of the General Partner or the Partnership, if the holders of such
class or series of Preferred Units shall be entitled to the receipt of
distributions or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the holders of
Series B Pass-Through Preferred Units;
(b) on a parity with the Series B Pass-Through Preferred Units, as to the
payment of distributions and as to the distribution of assets upon liquidation,
dissolution or winding up of the General Partner or the Partnership, whether or
not the distribution rates, distribution payment dates or redemption or
liquidation prices per Partnership Unit be different from those of the Series B
Pass-Through Preferred Units, if the holders of such Partnership Units of such
class or series and the Series B Pass-Through Preferred Units shall be entitled
to the receipt of distributions and of amounts distributable upon liquidation,
dissolution or winding up in proportion to their respective amounts of accrued
and unpaid distributions per Partnership Unit or liquidation preferences,
without preference or priority one over the other, except to the extent that
such distributions or amounts distributable on the Series B-2 Restricted
Preferred Units may not be payable due to a lack of funds in the Nongovernmental
Account ("Parity Units"); and
(c) junior to the Series B Pass-Through Preferred Units, as to the
payment of distributions or as to the distribution of assets upon liquidation,
dissolution or winding up of the General Partner or the Partnership, if such
class or series of Partnership Units shall be Common Partnership Units or if the
General Partner, in its capacity as the holder of Series B Pass-Through
Preferred Units, shall be entitled to receipt of distribution or of amounts
distributable upon liquidation, dissolution or winding up, as the case may be,
in preference or priority to the holders of Partnership Units of such class or
series, and such class or series of Partnership Units shall not in either case
rank prior to the Series B Pass-Through Preferred Units ("Junior Units").
G. Voting. Except as required by law, the General Partner, in its
capacity as the holder of the Series B Pass-Through Preferred Units, shall not
be entitled to vote at any meeting of the Partners or for any other purpose or
otherwise to participate in any action taken by the Partnership or the Partners,
or to receive notice of any meeting of the Partners.
So long as any Series B Pass-Through Preferred Units are outstanding, the
General Partner shall not authorize the creation of Partnership Units of any new
class or series or any interest in the Partnership convertible, exchangeable or
redeemable into Partnership Units of any new class or series ranking prior to
the Series B Pass-Through Preferred Units in the distribution of assets on any
liquidation, dissolution or
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<PAGE> 10
winding up of the General Partner or the Partnership or in the payment of
distributions unless such Partnership Units are issued to the General Partner
and the distribution and redemption (but not voting) rights of such Partnership
Units are substantially similar to the terms of securities issued by the General
Partner and the proceeds or other consideration from the issuance of such
securities have been or are concurrently with such issuance contributed to the
Partnership.
H. Restrictions on Ownership and Transfer. The Series B Pass-Through
Preferred Units shall be owned and held solely by the General Partner.
I. General. (I) The rights of the General Partner, in its capacity as
the holder of the Series B Pass-Through Preferred Units, are in addition to and
not in limitation on any other rights or authority of the General Partner, in
any other capacity, under the Agreement. In addition, nothing contained in this
Exhibit M shall be deemed to limit or otherwise restrict any rights or authority
of the General Partner under the Agreement, other than in its capacity as the
holder of the Series B Pass-Through Preferred Units.
(ii) Anything herein contained to the contrary notwithstanding, the
General Partner shall take all steps that it determines are necessary or
appropriate (including modifying the foregoing terms of the Series B
Pass-Through Preferred Units) to ensure that the Series B Pass-Through Preferred
Units (including, without limitation the redemption and conversion terms
thereof) permit the General Partner to satisfy its obligations (including,
without limitation, its obligations to make dividend payments on the Series B
Preferred Shares) with respect to the Series B Preferred Shares, it being the
intention that the terms of the Series B Pass-Through Preferred Units shall be
substantially similar to the terms of the Series B Preferred Shares.
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<PAGE> 11
Attachment 2
[Superseded; see Attachment 2 to Exhibit 3.4 to this Current Report on
Form 8-K.]
<PAGE> 1
Exhibit 3.3
SEVENTH
AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
VORNADO REALTY L.P.
---------------------------------------------
Dated as of May 20, 1999
---------------------------------------------
THIS SEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this "Amendment") is hereby adopted
by Vornado Realty Trust, a Maryland real estate investment trust (defined
therein as the "General Partner"), as the general partner of Vornado Realty
L.P., a Delaware limited partnership (the "Partnership"). For ease of reference,
capitalized terms used herein and not otherwise defined have the meanings
assigned to them in the Second Amended and Restated Agreement of Limited
Partnership of Vornado Realty L.P., as amended by the Amendment to Second
Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P.,
dated as of December 16, 1997, and further amended by the Second Amendment to
Second Amended and Restated Agreement of Limited Partnership of Vornado Realty
L.P., dated as of April 1, 1997, and the Third Amendment to Second Amended and
Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of
November 12, 1998, and the Fourth Amendment to Second Amended and Restated
Agreement of Limited Partnership of Vornado Realty L.P., dated as of November
30, 1998, and the Fifth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of March 3, 1999 and the
Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership
of Vornado Realty L.P., dated as of March 17, 1999 (as so amended and as the
same may be further amended, the "Agreement").
WHEREAS, the General Partner desires to establish and set forth the terms
of a new series of Partnership Interests designated as 8.5% Series C
Pass-Through Preferred Units (the "Series C Pass-Through Preferred Units");
WHEREAS, Section 4.2.A of the Agreement grants the General Partner
authority to cause the Partnership to issue interests in the Partnership to a
person other than the General Partner in one or more classes or series, with
such designations, preferences and relative, participating, optional or other
special rights, powers and duties as may be
<PAGE> 2
determined by the General Partner in its sole and absolute discretion so long as
the issuance does not violate Section 4.2.E of the Agreement.
WHEREAS, the General Partner has determined that the establishment and
issuance of the Series C Pass-Through Preferred Units will not violate Section
4.2.E of the Agreement.
WHEREAS, the General Partner desires to amend the Agreement to set forth
the terms of the Series C Pass-Through Preferred Units.
WHEREAS, the General Partner desires to amend the Agreement to clarify
the meaning of "Consent of the Outside Limited Partners".
WHEREAS, Section 14.1.B of the Agreement grants the General Partner power
and authority to amend the Agreement without the consent of any of the
Partnership's limited partners if the amendment does not adversely affect or
eliminate any right granted to a limited partner pursuant to any of the
provisions of the Agreement specified in Section 14.1.C or Section 14.1.D of the
Agreement as requiring a particular minimum vote; and
WHEREAS, the General Partner has determined that the amendment effected
hereby does not adversely affect or eliminate any of the limited partner rights
specified in Section 14.1.C or Section 14.1.D of the Agreement;
NOW, THEREFORE, the General Partner hereby amends the Agreement as
follows:
1. The exhibit attached to this Amendment as Attachment 1 is hereby
added to the Agreement as Exhibit N thereof.
2. Section 4.2 of the Agreement is hereby supplemented by adding the
following paragraph to the end thereof:
"K. Issuance of Series C Pass-Through Preferred Units. The Partnership is
authorized to issue a series designated as "Series C Pass-Through
Preferred Units", which units shall have the terms set forth in Exhibit N
attached hereto and made part hereof."
3. In making distributions pursuant to Section 5.1.B of the
Agreement, the General Partner of the Partnership shall take into account the
provisions of Paragraph 2 of Exhibit N to the Agreement, including, but not
limited to, Paragraph 2.F(ii) thereof.
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<PAGE> 3
4. Section 8.6 of the Agreement is hereby supplemented by adding the
following paragraph to the end thereof:
"J. Series C Pass-Through Preferred Unit Exception. Holders of Series C
Pass-Through Preferred Units shall not be entitled to the Redemption
Right provided for in Section 8.6.A of this Agreement."
5. Exhibit A of the Agreement is hereby deleted and is replaced in
its entirety by new Exhibit A attached hereto as Attachment 2.
6. The definition of "Consent of the Outside Limited Partners" in
Article I of the Agreement is hereby supplemented by adding the following
sentence to the end thereof:
For the avoidance of doubt, in determining whether a matter has received
the "Consent of the Outside Limited Partners" there shall be excluded
from both the numerator and the denominator of the computation all
Partnership Interests of any class or series (including, without
limitation, any Series A Units, any Series B Pass-Through Preferred
Units, any Series C Pass-Through Preferred Units, any Series B Preferred
Units, any Series C-1 Preferred Units, any Series D-1 Preferred Units,
any Series E-1 Preferred Units and any Series F-1 Preferred Units) which,
by the terms of such Partnership Interests, are not entitled to vote
thereon.
7. Except as expressly amended hereby, the Agreement shall remain in
full force and effect.
SIGNATURES ON FOLLOWING PAGE
-3-
<PAGE> 4
IN WITNESS WHEREOF, the General Partner has executed this Amendment as of
the date first written above.
VORNADO REALTY TRUST
By: /s/ Irwin Goldberg
------------------------------
Name: Irwin Goldberg
Title: Vice President
<PAGE> 5
Attachment 1
EXHIBIT N
DESIGNATION OF THE PREFERENCES, CONVERSION
AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND CONDITIONS OF REDEMPTION
OF THE
SERIES C PASS-THROUGH PREFERRED UNITS
1. Definitions.
In addition to those terms defined in the Agreement, the following
definitions shall be for all purposes, unless otherwise clearly indicated to the
contrary, applied to the terms used in the Agreement and this Exhibit N:
"Board of Trustees" shall mean the Board of Trustees of the General
Partner or any committee authorized by such Board of Trustees to perform any of
its responsibilities with respect to the Series C Preferred Shares.
"Unit Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New York, New
York are not required to be open.
"Common Shares" shall mean the common shares of beneficial interest of
the General Partner, par value $.04 per share.
"Distribution Payment Date" shall mean January 1, April 1, July 1 and
October 1, in each year, commencing on July 1, 1999; provided, however, that if
any Distribution Payment Date falls on any day other than a Unit Business Day,
the distribution payment due on such Distribution Payment Date shall be paid on
the first Unit Business Day immediately following such Distribution Payment
Date.
"Distribution Periods" shall mean quarterly distribution periods
commencing on January 1, April 1, July 1 and October 1 of each year and ending
on and including the day preceding the first day of the next succeeding
Distribution Period (other than the initial Distribution Period with respect to
each Series C Pass-Through Preferred Unit, which shall commence on the date on
which such Series C Pass-Through Preferred Unit was issued by the Partnership
and end on and include the day preceding the first day of the next succeeding
Distribution Period).
"Dividend Payment Date" shall mean a dividend payment date with respect
to the Series C Preferred Shares.
"Dividend Periods" shall mean the quarterly dividend periods with respect
to the Series C Preferred Shares.
"Series C Preferred Shares" means the 8.5% Series C Cumulative Redeemable
Preferred Shares of Beneficial Interest (liquidation preference $25.00 per
share), no par value, issued by the General Partner.
<PAGE> 6
"Series C Pass-Through Preferred Unit" means a Partnership Unit issued by
the Partnership to the General Partner in consideration of the contribution by
the General Partner to the Partnership of the entire net proceeds received by
the General Partner from the issuance of the Series C Preferred Shares. The
Series C Pass-Through Preferred Units are Preference Units. The Series C
Pass-Through Preferred Units shall have the preferences, conversion and other
rights, voting powers, restrictions, limitations as to distributions,
qualifications and terms and conditions of redemption as are set forth in this
Exhibit N. It is the intention of the General Partner, in establishing the
Series C Pass-Through Preferred Units, that each Series C Pass-Through Preferred
Unit shall be substantially the economic equivalent of a Series C Preferred
Share.
"set apart for payment" shall be deemed to include, without any action
other than the following, the recording by the Partnership or the General
Partner on behalf of the Partnership in its accounting ledgers of any accounting
or bookkeeping entry which indicates, pursuant to a declaration of a
distribution by the General Partner, the allocation of funds to be so paid on
any series or class of Partnership Units; provided, however, that if any funds
for any class or series of Junior Units or any class or series of Partnership
Units ranking on a parity with the Series C Pass-Through Preferred Units as to
the payment of distributions are placed in a separate account of the Partnership
or delivered to a disbursing, paying or other similar agent, then "set apart for
payment" with respect to the Series C Pass-Through Preferred Units shall mean
placing such funds in a separate account or delivering such funds to a
disbursing, paying or other similar agent.
2. Terms of the Series C Pass-Through Preferred Units.
A. Number. As of the close of business on the date of the amendment
pursuant to which this Exhibit was adopted, the total number of Series C
Pass-Through Preferred Units issued and outstanding will be up to 4,600,000. The
General Partner may issue additional Series C Pass-Through Preferred Units from
time to time in accordance with the terms of the Agreement, and in connection
with any such additional issuance the General Partner shall revise Exhibit A to
the Agreement to reflect the total number of Series C Pass-Through Preferred
Units then issued and outstanding.
B. Distributions. (i) The General Partner, in its capacity as the
holder of the then outstanding Series C Pass-Through Preferred Units, shall be
entitled to receive, when, as and if declared by the General Partner,
distributions payable in cash at the rate per annum of $2.125 per Series C
Pass-Through Preferred Unit (the "Annual Distribution Rate"). Such distributions
shall be cumulative from the date of issuance and shall be payable quarterly,
when, as and if authorized and declared by the General Partner, in arrears on
each Distribution Payment Date, commencing on the first Distribution Payment
Date after the date of issuance of the Series C Pass-Through Preferred Units;
provided that the amount per Series C Pass-Through Preferred Unit to be paid in
respect of the initial Distribution Period shall be determined in accordance
with paragraph (ii) below. Accrued and unpaid distributions for any past
Distribution Periods may be declared and paid at any time, without reference to
any regular Distribution Payment Date.
(ii) The amount of distribution per Series C Pass-Through Preferred Unit
accruing in each full Distribution Period shall be computed by dividing the
Annual Distribution Rate by four. The amount of distributions payable for the
initial Distribution Period, or any other period shorter or longer than a full
Distribution Period, on the Series C Pass-Through Preferred Units shall be
computed on the basis of twelve 30-day months and a 360-day year. The General
Partner, in its capacity as the holder of the then outstanding Series C
Pass-Through Preferred Units, shall not be entitled to any distributions,
whether payable in cash, property or securities, in excess of cumulative
distributions, as herein provided, on the Series C Pass-Through Preferred Units.
No interest, or sum of money in lieu of interest, shall be payable
-2-
<PAGE> 7
in respect of any distribution payment or payments on the Series C Pass-Through
Preferred Units that may be in arrears.
(iii) So long as any Series C Pass-Through Preferred Units are
outstanding, no distributions, except as described in the immediately following
sentence, shall be declared or paid or set apart for payment on any series or
class or classes of Parity Units for any period unless full cumulative
distributions have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof set apart for such payment on the
Series C Pass-Through Preferred Units for all Distribution Periods terminating
on or prior to the distribution payment date on such class or series of Parity
Units, except in the case of distributions on the Series B-2 Restricted
Preferred Units to the extent not paid due to a lack of funds in the
Nongovernmental Account. When distributions are not paid in full or a sum
sufficient for such payment is not set apart, as aforesaid, all distributions
declared upon Series C Pass-Through Preferred Units and all distributions
declared upon any other series or class or classes of Parity Units shall be
declared ratably in proportion to the respective amounts of distributions
accumulated and unpaid on the Series C Pass-Through Preferred Units and such
Parity Units, except in the case of distributions on the Series B-2 Restricted
Preferred Units to the extent not paid due to a lack of funds in the
Nongovernmental Account.
(iv) So long as any Series C Pass-Through Preferred Units are
outstanding, no distributions (other than distributions paid solely in Junior
Units or options, warrants or rights to subscribe for or purchase Junior Units)
shall be declared or paid or set apart for payment or other distribution
declared or made upon Junior Units, nor shall any Junior Units be redeemed,
purchased or otherwise acquired (other than a redemption, purchase or other
acquisition of Junior Units made in respect of a redemption, purchase or other
acquisition of Common Shares made for purposes of and in compliance with
requirements of an employee incentive or benefit plan of the General Partner or
any subsidiary, or as permitted under Article VI of the Declaration of Trust of
the General Partner), for any consideration (or any moneys to be paid to or made
available for a sinking fund for the redemption of any such Junior Units) by the
General Partner, directly or indirectly (except by conversion into or exchange
for Junior Units), unless in each case (a) the full cumulative distributions on
all outstanding Series C Pass-Through Preferred Units and any other Parity Units
of the Partnership shall have been paid or set apart for payment for all past
Distribution Periods with respect to the Series C Pass-Through Preferred Units
and all past distribution periods with respect to such Parity Units, except to
the extent that distributions on the Series B-2 Restricted Preferred Units are
not then able to be paid owing to a lack of funds in the Nongovernmental
Account, and (b) sufficient funds shall have been paid or set apart for the
payment of the distribution for the current Distribution Period with respect to
the Series C Pass-Through Preferred Units and any Parity Units, except to the
extent that distributions on the Series B-2 Restricted Preferred Units are not
then able to be paid owing to a lack of funds in the Nongovernmental Account.
C. Liquidation Preference. (i) In the event of any liquidation,
dissolution or winding up of the Partnership or the General Partner, whether
voluntary or involuntary, before any payment or distribution of the assets of
the Partnership shall be made to or set apart for the holders of Junior Units,
the General Partner, in its capacity as the holder of the Series C Pass-Through
Preferred Units, shall be entitled to receive Twenty-Five Dollars ($25.00) per
Series C Pass-Through Preferred Unit (the "Liquidation Preference") plus an
amount equal to all distributions (whether or not earned or declared) accrued
and unpaid thereon to the date of final distribution to the General Partner, in
its capacity as such holder; but the General Partner, in its capacity as the
holder of Series C Pass-Through Preferred Units, shall not be entitled to any
further payment. If, upon any such liquidation, dissolution or winding up of the
Partnership or the General Partner, the assets of the Partnership, or proceeds
thereof, distributable to the General Partner, in its capacity as the holder of
Series C Pass-Through Preferred Units, shall be insufficient to pay in full the
preferential amount aforesaid and liquidating payments on any other Parity
Units, then such assets, or the proceeds thereof, shall be distributed among the
General Partner, in its
-3-
<PAGE> 8
capacity as the holder of such Series C Pass-Through Preferred Units, and the
holders of any such other Parity Units ratably in accordance with the respective
amounts that would be payable on such Series C Pass-Through Preferred Units and
any such other Parity Units if all amounts payable thereon were paid in full.
For the purposes of this Section C, (i) a consolidation or merger of the
Partnership or the General Partner with one or more entities, (ii) a statutory
share exchange by the Partnership or the General Partner and (iii) a sale or
transfer of all or substantially all of the Partnership's or the General
Partner's assets, shall not be deemed to be a liquidation, dissolution or
winding up, voluntary or involuntary, of the Partnership or General Partner.
(ii) Subject to the rights of the holders of Partnership Units of any
series or class or classes of shares ranking on a parity with or prior to the
Series C Pass-Through Preferred Units upon any liquidation, dissolution or
winding up of the General Partner or the Partnership, after payment shall have
been made in full to the General Partner, in its capacity as the holder of the
Series C Pass-Through Preferred Units, as provided in this Section, any series
or class or classes of Junior Units shall, subject to any respective terms and
provisions applying thereto, be entitled to receive any and all assets remaining
to be paid or distributed, and the General Partner, in its capacity as the
holder of the Series C Pass-Through Preferred Units, shall not be entitled to
share therein.
D. Redemption of the Series C Pass-Through Preferred Units. (i)
Except in connection with the redemption of the Series C Preferred Shares by the
General Partner as permitted by Article VI of the Declaration of Trust, the
Series C Pass-Through Preferred Units shall not be redeemable prior to May 17,
2004. On and after May 17, 2004, the General Partner may, at its option, cause
the Partnership to redeem the Series C Pass-Through Preferred Units for cash, in
whole or in part, as set forth herein, subject to the provisions described
below.
(ii) The Series C Pass-Through Preferred Units may be redeemed, in whole
or in part, at the option of the General Partner, in its capacity as the holder
of the Series C Pass-Through Preferred Units, at any time, provided that the
General Partner shall redeem an equivalent number of Series C Preferred Shares.
Such redemption of Series C Pass-Through Preferred Units shall occur
substantially concurrently with the redemption by the General Partner of such
Series C Preferred Shares (the "Redemption Date").
(iii) Upon redemption of Series C Pass-Through Preferred Units by the
General Partner on the Redemption Date, each Series C Pass-Through Preferred
Unit so redeemed shall be converted into the right to receive Twenty-Five
Dollars ($25.00) per Series C Pass-Through Preferred Unit, plus any accrued and
unpaid distributions with respect to the Series C Pass-Through Preferred Units
to the Redemption Date (the "Redemption Price"). The Redemption Price of the
Series C Pass-Through Preferred Units (other than any portion consisting of
accrued and unpaid distributions) shall be payable solely with the proceeds from
the sale by the General Partner Entity or the Partnership of other capital
shares of the General Partner Entity or the Partnership (whether or not such
sale occurs concurrently with such redemption). For purposes of the preceding
sentence, "capital shares" means any common shares, preferred shares, depositary
shares, partnership or other interests, participations or other ownership
interests (however designated) and any rights (other than debt securities
convertible into or exchangeable for equity securities) or options to purchase
any of the foregoing of or in the General Partner Entity or the Partnership.
Upon any redemption of Series C Pass-Through Preferred Units, the
Partnership shall pay any accrued and unpaid distributions in arrears for any
Distribution Period ending on or prior to the Redemption Date. If the Redemption
Date falls after a Dividend Payment Record Date and prior to the corresponding
Dividend Payment Date, then the General Partner, in its capacity as the holder
of Series C Pass-Through Preferred Units, shall be entitled to distributions
payable on the equivalent number of Series
-4-
<PAGE> 9
C Pass-Through Preferred Units as the number of the Series C Preferred Shares
with respect to which the General Partner shall be required, pursuant to the
terms of the Declaration of Trust, to pay to the holders of Series C Preferred
Shares at the close of business on such Dividend Payment Record Date for the
Series C Preferred Shares who, pursuant to such Declaration of Trust, are
entitled to the dividend payable on such Series C Preferred Shares on the
corresponding Dividend Payment Date notwithstanding the redemption of such
Series C Preferred Shares before such Dividend Payment Date. Except as provided
above, the Partnership shall make no payment or allowance for unpaid
distributions, whether or not in arrears, on Series C Pass-Through Preferred
Units called for redemption.
(iv) If full cumulative distributions on the Series C Pass-Through
Preferred Units and any other series or class or classes of Parity Units of the
Partnership have not been paid or declared and set apart for payment, except in
connection with a purchase, redemption or other acquisition of Series C
Preferred Shares or shares of beneficial interest ranking on a parity with such
Series C Preferred Shares as permitted under Article VI of the Declaration of
Trust and except to the extent that such distributions or amounts distributable
on the Series B-2 Restricted Preferred Units may not be payable due to a lack of
funds in the Nongovernmental Account, the Series C Pass-Through Preferred Units
may not be redeemed in part and the Partnership may not purchase, redeem or
otherwise acquire Series C Pass-Through Preferred Units or any Parity Units
other than in exchange for Junior Units.
As promptly as practicable after the surrender of the certificates for
any such Series C Pass-Through Preferred Units so redeemed, such Series C
Pass-Through Preferred Units shall be exchanged for the cash (without interest
thereon) for which such Series C Pass-Through Preferred Units have been
redeemed. If fewer than all the Series C Pass-Through Preferred Units
represented by any certificate are redeemed, the Partnership shall issue new
certificates representing the unredeemed Series C Pass-Through Preferred Units
without cost to the holder thereof.
E. Conversion. The Series C Pass-Through Preferred Units are not
convertible into or redeemable or exchangeable for any other property or
securities of the General Partner Entity or the Partnership at the option of any
holder of Series C Pass-Through Preferred Units, except as provided in Section D
hereof.
F. Ranking. Any class or series of Partnership Units shall be deemed
to rank:
(a) prior to the Series C Pass-Through Preferred Units, as to the payment
of distributions and as to distribution of assets upon liquidation, dissolution
or winding up of the General Partner or the Partnership, if the holders of such
class or series of Preferred Units shall be entitled to the receipt of
distributions or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the holders of
Series C Pass-Through Preferred Units;
(b) on a parity with the Series C Pass-Through Preferred Units, as to the
payment of distributions and as to the distribution of assets upon liquidation,
dissolution or winding up of the General Partner or the Partnership, whether or
not the distribution rates, distribution payment dates or redemption or
liquidation prices per Partnership Unit be different from those of the Series C
Pass-Through Preferred Units, if the holders of such Partnership Units of such
class or series and the Series C Pass-Through Preferred Units shall be entitled
to the receipt of distributions and of amounts distributable upon liquidation,
dissolution or winding up in proportion to their respective amounts of accrued
and unpaid distributions per Partnership Unit or liquidation preferences,
without preference or priority one over the other, except to the extent that
such distributions or amounts distributable on the Series B-2 Restricted
Preferred Units may not be payable due to a lack of funds in the Nongovernmental
Account ("Parity Units"); and
-5-
<PAGE> 10
(c) junior to the Series C Pass-Through Preferred Units, as to the
payment of distributions or as to the distribution of assets upon liquidation,
dissolution or winding up of the General Partner or the Partnership, if such
class or series of Partnership Units shall be Class A Units or if the holders of
Series C Pass-Through Preferred Units, shall be entitled to receipt of
distribution or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the holders of
Partnership Units of such class or series ("Junior Units").
G. Voting. Except as required by law, the General Partner, in its
capacity as the holder of the Series C Pass-Through Preferred Units, shall not
be entitled to vote at any meeting of the Partners or for any other purpose or
otherwise to participate in any action taken by the Partnership or the Partners,
or to receive notice of any meeting of the Partners.
So long as any Series C Pass-Through Preferred Units are outstanding, the
General Partner shall not authorize the creation of Partnership Units of any new
class or series or any interest in the Partnership convertible, exchangeable or
redeemable into Partnership Units of any new class or series ranking prior to
the Series C Pass-Through Preferred Units in the distribution of assets on any
liquidation, dissolution or winding up of the General Partner or the Partnership
or in the payment of distributions unless such Partnership Units are issued to
the General Partner and the distribution and redemption (but not voting) rights
of such Partnership Units are substantially similar to the terms of securities
issued by the General Partner and the proceeds or other consideration from the
issuance of such securities have been or are concurrently with such issuance
contributed to the Partnership.
H. Restrictions on Ownership and Transfer. The Series C Pass-Through
Preferred Units shall be owned and held solely by the General Partner.
I. General. (I) The rights of the General Partner, in its capacity as
the holder of the Series C Pass-Through Preferred Units, are in addition to and
not in limitation on any other rights or authority of the General Partner, in
any other capacity, under the Agreement. In addition, nothing contained in this
Exhibit N shall be deemed to limit or otherwise restrict any rights or authority
of the General Partner under the Agreement, other than in its capacity as the
holder of the Series C Pass-Through Preferred Units.
(ii) Anything herein contained to the contrary notwithstanding, the
General Partner shall take all steps that it determines are necessary or
appropriate (including modifying the foregoing terms of the Series C
Pass-Through Preferred Units) to ensure that the Series C Pass-Through Preferred
Units (including, without limitation the redemption and conversion terms
thereof) permit the General Partner to satisfy its obligations (including,
without limitation, its obligations to make dividend payments on the Series C
Preferred Shares) with respect to the Series C Preferred Shares, it being the
intention that the terms of the Series C Pass-Through Preferred Units shall be
substantially similar to the terms of the Series C Preferred Shares.
-6-
<PAGE> 11
Attachment 2
[Superseded; see Attachment 2 to Exhibit 3.4 to this Current Report on
Form 8-K.]
<PAGE> 1
Exhibit 3.4
EIGHTH
AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
VORNADO REALTY L.P.
---------------------------------------------
Dated as of May 27, 1999
---------------------------------------------
THIS EIGHTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this "Amendment") is hereby adopted
by Vornado Realty Trust, a Maryland real estate investment trust (defined
therein as the "General Partner"), as the general partner of Vornado Realty
L.P., a Delaware limited partnership (the "Partnership"). For ease of reference,
capitalized terms used herein and not otherwise defined have the meanings
assigned to them in the Second Amended and Restated Agreement of Limited
Partnership of Vornado Realty L.P., as amended by the Amendment to Second
Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P.,
dated as of December 16, 1997, and further amended by the Second Amendment to
Second Amended and Restated Agreement of Limited Partnership of Vornado Realty
L.P., dated as of April 1, 1997, and the Third Amendment to Second Amended and
Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of
November 12, 1998, and the Fourth Amendment to Second Amended and Restated
Agreement of Limited Partnership of Vornado Realty L.P., dated as of November
30, 1998, and the Fifth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of March 3, 1999, and the
Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership
of Vornado Realty L.P., dated as of March 17, 1999, and the Seventh Amendment to
Second Amended and Restated Agreement of Limited Partnership of Vornado Realty
L.P., dated as of May 20, 1999 (as so amended and as the same may be further
amended, the "Agreement").
WHEREAS, the General Partner desires to establish and set forth the terms
of a new series of Partnership Interests designated as 8.375% Series D-2
Preferred Units (the "Series D-2 Preferred Units");
<PAGE> 2
WHEREAS, Section 4.2.A of the Agreement grants the General Partner
authority to cause the Partnership to issue interests in the Partnership to a
person other than the General Partner in one or more classes or series, with
such designations, preferences and relative, participating, optional or other
special rights, powers and duties as may be determined by the General Partner in
its sole and absolute discretion so long as the issuance does not violate
Section 4.2.E of the Agreement.
WHEREAS, the General Partner has determined that the establishment and
issuance of the Series D-2 Preferred Units will not violate Section 4.2.E of the
Agreement.
WHEREAS, the General Partner desires to amend the Agreement to set forth
the terms of the Series D-2 Preferred Units.
WHEREAS, Section 14.1.B of the Agreement grants the General Partner power
and authority to amend the Agreement without the consent of any of the
Partnership's limited partners if the amendment does not adversely affect or
eliminate any right granted to a limited partner pursuant to any of the
provisions of the Agreement specified in Section 14.1.C or Section 14.1.D of the
Agreement as requiring a particular minimum vote; and
WHEREAS, the General Partner has determined that the amendment effected
hereby does not adversely affect or eliminate any of the limited partner rights
specified in Section 14.1.C or Section 14.1.D of the Agreement;
NOW, THEREFORE, the General Partner hereby amends the Agreement as
follows:
1. The exhibit attached to this Amendment as Attachment 1 is hereby
added to the Agreement as Exhibit O thereof.
2. Section 4.2 of the Agreement is hereby supplemented by adding the
following paragraph to the end thereof:
"L. Issuance of Series D-2 Preferred Units. The Partnership is authorized
to issue a series designated as "Series D-2 Preferred Units", which units
shall have the terms set forth in Exhibit O attached hereto and made part
hereof."
3. In making distributions pursuant to Section 5.1.B of the
Agreement, the General Partner of the Partnership shall take into account the
provisions of Paragraph 2 of Exhibit O to the Agreement, including, but not
limited to, Paragraph 2.F(ii) thereof.
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4. Section 8.6 of the Agreement is hereby supplemented by adding the
following paragraph to the end thereof:
"K. Series D-2 Preferred Unit Exception. Holders of Series D-2 Preferred
Units shall not be entitled to the Redemption Right provided for in
Section 8.6.A of this Agreement."
5. Exhibit A of the Agreement is hereby deleted and is replaced in
its entirety by new Exhibit A attached hereto as Attachment 2.
6. Except as expressly amended hereby, the Agreement shall remain in
full force and effect.
SIGNATURES ON FOLLOWING PAGE
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<PAGE> 4
IN WITNESS WHEREOF, the General Partner has executed this Amendment as of
the date first written above.
VORNADO REALTY TRUST
By: /s/ Irwin Goldberg
------------------------------------------
Name: Irwin Goldberg
Title: Vice President -- Chief Financial
Officer
<PAGE> 5
Attachment 1
EXHIBIT O
DESIGNATION OF THE PREFERENCES, CONVERSION
AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND CONDITIONS OF REDEMPTION
OF THE
SERIES D-2 PREFERRED UNITS
1. Definitions.
In addition to those terms defined in the Agreement, the following
definitions shall be for all purposes, unless otherwise clearly indicated to the
contrary, applied to the terms used in the Agreement and this Exhibit O:
"Annual Distribution Rate" shall have the meaning set forth in Section
2.B(i) hereof.
"Common Shares" shall mean the common shares of beneficial interest of
the General Partner, par value $.04 per share.
"Distribution Payment Date" shall mean the first calendar day of January,
April, July and October, in each year, commencing on July 1, 1999; provided,
however, that if any Distribution Payment Date falls on any day other than a
Unit Business Day, the distribution payment due on such Distribution Payment
Date shall be paid on the first Unit Business Day immediately following such
Distribution Payment Date.
"Distribution Periods" shall mean quarterly distribution periods
commencing on January 1, April 1, July 1 and October 1 of each year and ending
on and including the day preceding the first day of the next succeeding
Distribution Period (other than the initial Distribution Period with respect to
each Series D-2 Preferred Unit, which shall commence on the date on which such
Series D-2 Preferred Unit was issued by the Partnership and end on and include
the day preceding the first day of the next succeeding Distribution Period).
"Dividend Payment Date" shall mean a dividend payment date with respect
to the Series D-2 Preferred Shares.
<PAGE> 6
"Redemption Date" shall have the meaning set forth in Section 2.D(iii)
hereof.
"Series D-2 Effective Date" shall be the sooner of: (w) May 27, 2009, (x)
the first Unit Business Day following any period in which the Partnership has
failed to make full distributions in respect of the Series D-2 Preferred Units
for six (6) Distribution Periods, whether or not consecutive, (y) the first Unit
Business Day following the receipt by the holder of the Series D-2 Preferred
Units of (A) notice from the General Partner that the General Partner or the
Partnership has taken the position that the Partnership is or likely is a
publicly-traded partnership within the meaning of Section 7704 of the Code or
any successor provision thereof (a "PTP") or (B) an opinion rendered by
independent counsel familiar with such matters addressed to the holder of Series
D-2 Preferred Units that the Partnership is or likely is a PTP, and (z) the
first Unit Business Day following the date on which Meadowbrook Equity Fund II,
LLC ("Meadowbrook") determines, based on results or projected results, that
there exists (in Meadowbrook's reasonable judgment) an imminent and substantial
risk that the Series D-2 Preferred Units held by Meadowbrook represent or will
represent 19.5% or more of the total profits or capital interests in the
Partnership for a taxable year (determined in accordance with Treasury
Regulations Section 1.731-2(e)(4)).
"Series D-2 Notice of Redemption" shall have the meaning set forth in
Section 2.E(i)(a) hereof.
"Series D-2 Preferred Shares" means the shares of beneficial interest of
the General Partner Entity designated as 8.375% Series D-2 Cumulative Redeemable
Preferred Shares of Beneficial Interest (liquidation preference $50.00 per
share), no par value, having the rights and preferences and other terms set
forth in Schedule 1 to this Exhibit O.
"Series D-2 Preferred Unit" means a Partnership Unit issued by the
Partnership having the preferences, conversion and other rights, voting powers,
restrictions, limitations as to distributions, qualifications and terms and
conditions of redemption as are set forth in this Exhibit O.
"Series D-2 Redeeming Partner" shall have the meaning set forth in
Section 2.E(i)(a) hereof.
"Series D-2 Redemption Right" shall have the meaning set forth in Section
2.E(i)(a) hereof.
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"Series D-2 Specified Redemption Date" shall mean the sixtieth Unit
Business Day after receipt by the General Partner of a Series D-2 Notice of
Redemption in respect of the Series D-2 Units.
"set apart for payment" shall be deemed to include, without any action
other than the following, the recording by the Partnership or the General
Partner on behalf of the Partnership in its accounting ledgers of any accounting
or bookkeeping entry which indicates, pursuant to a declaration of a
distribution by the General Partner, the allocation of funds to be so paid on
any series or class of Partnership Units; provided, however, that if any funds
for any class or series of Junior Units (as defined below) or any class or
series of Partnership Units ranking on a parity with the Series D-2 Preferred
Units as to the payment of distributions are placed in a separate account of the
Partnership or delivered to a disbursing, paying or other similar agent, then
"set apart for payment" with respect to the Series D-2 Preferred Units shall
mean placing such funds in a separate account or delivering such funds to a
disbursing, paying or other similar agent.
"Third Party Redemption Date" shall have the meaning set forth in Section
2.D(ii) hereof.
"Unit Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New York, New
York are not required to be open.
2. Terms of the Series D-2 Preferred Units.
A. Number. As of the close of business on the date of the amendment
pursuant to which this Exhibit was adopted, the total number of Series D-2
Preferred Units issued and outstanding will be up to 549,336. The Partnership
may issue additional Series D-2 Preferred Units from time to time in accordance
with the terms of the Agreement and, in connection with any such additional
issuance, Exhibit A to the Agreement shall be revised to reflect the total
number of Series D-2 Preferred Units then issued and outstanding.
B. Distributions. (i) The holders of the then outstanding Series D-2
Preferred Units shall be entitled to receive, when, as and if declared by the
General Partner, distributions payable in cash at the rate per annum of $4.1875
per Series D-2 Preferred Unit (the "Annual Distribution Rate"). Such
distributions shall be cumulative from the date of issuance and shall be payable
quarterly, when, as and if authorized and declared by the General Partner, in
arrears on each Distribution Payment Date, commencing on the first Distribution
Payment Date after the date of issuance of the Series D-2 Preferred Units;
provided that the amount per Series D-2 Preferred Unit to be paid in respect of
the initial Distribution Period, or any other period shorter or longer than a
full
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<PAGE> 8
Distribution Period, shall be determined in accordance with paragraph (ii)
below. Accumulated and unpaid distributions for any past Distribution Periods
may be declared and paid at any time, without reference to any regular
Distribution Payment Date.
(ii) The amount of distribution per Series D-2 Preferred Unit accruing in
each full Distribution Period shall be computed by dividing the Annual
Distribution Rate by four. The amount of distributions payable for the initial
Distribution Period, or any other period shorter or longer than a full
Distribution Period, on the Series D-2 Preferred Units shall be computed on the
basis of twelve 30-day months and a 360-day year. The holders of the then
outstanding Series D-2 Preferred Units shall not be entitled to any
distributions, whether payable in cash, property or securities, in excess of
cumulative distributions, as herein provided, on the Series D-2 Preferred Units.
No interest, or sum of money in lieu of interest, shall be payable in respect of
any distribution payment or payments on the Series D-2 Preferred Units that may
be in arrears.
(iii) So long as any Series D-2 Preferred Units are outstanding, no
distributions, except as described in the immediately following sentence, shall
be declared or paid or set apart for payment on any series or class or classes
of Parity Units (as defined below) for any period unless full cumulative
distributions have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof set apart for such payment on the
Series D-2 Preferred Units for all Distribution Periods terminating on or prior
to the distribution payment date on such class or series of Parity Units, except
in the case of distributions on the Series B-2 Restricted Preferred Units to the
extent not paid due to a lack of funds in the Nongovernmental Account. When
distributions are not paid in full or a sum sufficient for such payment is not
set apart, as aforesaid, all distributions declared upon Series D-2 Preferred
Units and all distributions declared upon any other series or class or classes
of Parity Units shall be declared ratably in proportion to the respective
amounts of distributions accumulated and unpaid on the Series D-2 Preferred
Units and such Parity Units, except in the case of distributions on the Series
B-2 Restricted Preferred Units to the extent not paid due to a lack of funds in
the Nongovernmental Account.
(iv) So long as any Series D-2 Preferred Units are outstanding, no
distributions (other than distributions paid solely in Junior Units or options,
warrants or rights to subscribe for or purchase Junior Units) shall be declared
or paid or set apart for payment or other distribution declared or made upon
Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise
acquired (other than a redemption, purchase or other acquisition of Junior Units
made in respect of a redemption, purchase or other acquisition of Common Shares
made for purposes of and in compliance with requirements of an employee
incentive or benefit plan of the General Partner or any subsidiary, or as
permitted under Article VI of the Declaration of Trust of the General Partner),
for any consideration (or any moneys to be paid to or made available for a
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<PAGE> 9
sinking fund for the redemption of any such Junior Units) by the General
Partner, directly or indirectly (except by conversion into or exchange for
Junior Units), unless in each case (a) the full cumulative distributions on all
outstanding Series D-2 Preferred Units and any other Parity Units of the
Partnership shall have been paid or set apart for payment for all past
Distribution Periods with respect to the Series D-2 Preferred Units and all past
distribution periods with respect to such Parity Units, except to the extent
that distributions on the Series B-2 Restricted Preferred Units are not then
able to be paid owing to a lack of funds in the Nongovernmental Account, and (b)
sufficient funds shall have been paid or set apart for the payment of the
distribution for the current Distribution Period with respect to the Series D-2
Preferred Units and any Parity Units, except to the extent that distributions on
the Series B-2 Restricted Preferred Units are not then able to be paid owing to
a lack of funds in the Nongovernmental Account.
C. Liquidation Preference. (i) In the event of any liquidation,
dissolution or winding up of the Partnership or the General Partner, whether
voluntary or involuntary, before any payment or distribution of the assets of
the Partnership shall be made to or set apart for the holders of Junior Units,
holders of the Series D-2 Preferred Units shall be entitled to receive Fifty
Dollars ($50.00) per Series D-2 Preferred Unit plus an amount equal to all
distributions (whether or not earned or declared) accumulated and unpaid thereon
to the date of final distribution to the holders of such units; but the holders
of Series D-2 Preferred Units shall not be entitled to any further payment. If,
upon any such liquidation, dissolution or winding up of the Partnership or the
General Partner, the assets of the Partnership, or proceeds thereof,
distributable to the holders of Series D-2 Preferred Units shall be insufficient
to pay in full the preferential amount aforesaid and liquidating payments on any
other Parity Units, then such assets, or the proceeds thereof, shall be
distributed among the holders of the Series D-2 Preferred Units and the holders
of any such other Parity Units ratably in accordance with the respective amounts
that would be payable on such Series D-2 Preferred Units and any such other
Parity Units if all amounts payable thereon were paid in full. For the purposes
of this Section 2.C, (i) a consolidation or merger of the Partnership or the
General Partner with one or more entities, (ii) a statutory share exchange by
the Partnership or the General Partner and (iii) a sale or transfer of all or
substantially all of the Partnership's or the General Partner's assets, shall
not be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary, of the Partnership or General Partner.
(ii) Subject to the rights of the holders of Partnership Units of any
series or class or classes of shares ranking on a parity with or prior to the
Series D-2 Preferred Units upon any liquidation, dissolution or winding up of
the General Partner or the Partnership, after payment shall have been made in
full to the holders of the Series D-2 Preferred Units as provided in this
Section, any series or class or classes of Junior Units shall, subject to any
respective terms and provisions applying thereto, be entitled to
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<PAGE> 10
receive any and all assets remaining to be paid or distributed, and the holder
of the Series D-2 Preferred Units shall not be entitled to share therein.
D. The Partnership's Right to Redeem the Series D-2 Preferred Units.
(i) Except in connection with the redemption of the Series D-2 Preferred Shares
by the General Partner as permitted by Article VI of the Declaration of Trust or
as set forth in Section E below, the Series D-2 Preferred Units shall not be
redeemable prior to May 27, 2004. On and after May 27, 2004, the General Partner
may, at its option, cause the Partnership to redeem the Series D-2 Preferred
Units in whole or in part, as set forth herein, subject to the provisions
described below, at a redemption price, payable in cash, in an amount equal to
Fifty Dollars ($50.00) per unit for the Series D-2 Preferred Units being
redeemed. Upon any such redemption, the Partnership shall also pay any
accumulated and unpaid distributions owing in respect of the Series D-2
Preferred Units being redeemed.
(ii) Such Series D-2 Preferred Units as are not held by the General
Partner may be redeemed by the Partnership on or after May 27, 2004, in whole or
in part, at any time or from time to time, upon not less than 30 nor more than
60 days' written notice. If fewer than all of the outstanding Series D-2
Preferred Units that are not held by the General Partner are to be redeemed, the
Series D-2 Preferred Units to be redeemed from each holder (other than the
General Partner) shall be selected pro rata (as nearly as practicable without
creating fractional units). Any notice of redemption delivered pursuant to this
Section D(ii) will be (x) faxed and (y) mailed by the Partnership, by certified
mail, postage prepaid, not less than 30 nor more than 60 days prior to the date
upon which such redemption is to occur (the "Third Party Redemption Date"),
addressed to each holder of record of the Series D-2 Preferred Units at their
respective addresses as they appear on the records of the Partnership. No
failure to give or defect in such notice shall affect the validity of the
proceedings for the redemption of any Series D-2 Preferred Units. In addition to
any information required by law, each such notice shall state: (a) the Third
Party Redemption Date, (b) the amount payable per Series D-2 Preferred Unit upon
redemption, including the Redemption Price and any amount payable pursuant to
Section D(iv) hereof, (c) the aggregate number of Series D-2 Preferred Units to
be redeemed and, if fewer than all of the outstanding Series D-2 Preferred Units
are to be redeemed, the number of Series D-2 Preferred Units to be redeemed held
by such holder, which number shall equal such holder's pro rata share (based on
the percentage of the aggregate number of outstanding Series D-2 Preferred Units
not held by the General Partner that the total number of Series D-2 Preferred
Units held by such holder represents and determined as nearly as practicable
without creating fractional interests) of the aggregate number of Series D-2
Preferred Units to be redeemed, (d) the place or places where such Series D-2
Preferred Units are to be surrendered for payment of the amount payable upon
redemption and (e) that payment of such amount will be made upon presentation
and surrender of such Series D-2 Preferred Units. If the Partnership gives a
notice of redemption in
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respect of Series D-2 Preferred Units pursuant to this Section D(ii), then, by
12:00 noon, New York City time, on the Third Party Redemption Date, the
Partnership will deposit irrevocably in trust for the benefit of the holders of
Series D-2 Preferred Units being redeemed funds sufficient to pay the applicable
amount payable with respect to such Series D-2 Preferred Units and will give
irrevocable instructions and authority to pay such amount to the holders of the
Series D-2 Preferred Units upon surrender of the Series D-2 Preferred Units by
such holders at the place designated in the notice of redemption.
(iii) Such Series D-2 Preferred Units as may be held by the General
Partner may be redeemed, in whole or in part, at the option of the General
Partner, at any time, upon payment by the Partnership to the General Partner of
the Redemption Price and any amount payable pursuant to Section D(iv) hereof
with respect to such Series D-2 Preferred Units; provided that the General
Partner shall redeem an equivalent number of Series D-2 Preferred Shares. Such
redemption of Series D-2 Preferred Units shall occur substantially concurrently
with the redemption by the General Partner of such Series D-2 Preferred Shares
(such date is herein referred to collectively with the Third Party Redemption
Date as the "Redemption Date").
(iv) Upon any redemption of Series D-2 Preferred Units, the Partnership
shall pay any accumulated and unpaid distributions for any Distribution Period,
or any other period shorter than a full Distribution Period, ending on or prior
to the Redemption Date. On and after the Redemption Date, distributions will
cease to accumulate on the Series D-2 Preferred Units called for redemption,
unless the Partnership defaults in payment therefor. If any date fixed for
redemption of Series D-2 Preferred Units is not a Unit Business Day, then
payment of the redemption price payable on such date will be made on the next
succeeding day that is a Unit Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Unit Business Day
falls in the next calendar year, such payment will be made on the immediately
preceding Unit Business Day, in each case with the same force and effect as if
made on such date fixed for redemption. If payment of the Redemption Price is
improperly withheld or refused and not paid by the Partnership, distributions on
such Series D-2 Preferred Units will continue to accumulate from the original
redemption date to the date of payment, in which case the actual payment date
will be considered the date fixed for redemption for purposes of calculating the
applicable Redemption Price. Except as provided above, the Partnership shall
make no payment or allowance for unpaid distributions, whether or not in
arrears, on Series D-2 Preferred Units called for redemption under this Section
2.D.
(v) If full cumulative distributions on the Series D-2 Preferred Units
and any other series or class or classes of Parity Units of the Partnership have
not been paid or declared and set apart for payment, except in connection with a
purchase, redemption or other acquisition of Series D-2 Preferred Shares or
shares of beneficial interest ranking on a parity with such Series D-2 Preferred
Shares as permitted under Article VI of the
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<PAGE> 12
Declaration of Trust, and except to the extent that such distributions or
amounts distributable on the Series B-2 Restricted Preferred Units may not be
payable due to a lack of funds in the Nongovernmental Account, the Series D-2
Preferred Units may not be redeemed in part and the Partnership may not
purchase, redeem or otherwise acquire Series D-2 Preferred Units or any Parity
Units other than in exchange for Junior Units.
As promptly as practicable after the surrender of any Series D-2
Preferred Units so redeemed, such Series D-2 Preferred Units shall be exchanged
for the amount of cash (without interest thereon) payable therefore pursuant to
Section 2.D(i). If fewer than all the Series D-2 Preferred Units represented by
any physical certificate are redeemed, the Partnership shall issue new
certificates representing the unredeemed Series D-2 Preferred Units without cost
to the holder thereof.
(vi) Unless the General Partner elects to assume directly and satisfy the
Series D-2 Redemption Right by paying to the Redeeming Partner in the form of
Series D-2 Preferred Shares as provided for in Section 2.E(ii)(a) below, the
redemption price of the Series D-2 Preferred Units (other than any portion
consisting of accumulated and unpaid distributions) required in Section 2.D(i)
above and Section 2.E(i)(a) below shall be payable solely with the proceeds from
the sale by the General Partner Entity or the Partnership of other capital
shares of the General Partner Entity or the Partnership (whether or not such
sale occurs concurrently with such redemption). For purposes of the preceding
sentence, "capital shares" means any common shares, preferred shares, depositary
shares, partnership or other interests, participations or other ownership
interests (however designated) and any rights (other than debt securities
convertible into or exchangeable for equity securities) or options to purchase
any of the foregoing of or in the General Partner Entity or the Partnership.
E. Series D-2 Preferred Unit Holder Redemption Right.
(i) General. (a) Subject to paragraphs (ii) and (iii) below, on or
after the Series D-2 Effective Date, the holder of the Series D-2 Preferred
Units shall have the right (the "Series D-2 Redemption Right") to require the
Partnership to redeem the Series D-2 Preferred Units on any Series D-2 Specified
Redemption Date in cash at a redemption price equal to Fifty Dollars ($50.00)
per unit for the Series D-2 Preferred Units being redeemed. Upon such redemption
the Partnership shall also pay any accumulated and unpaid distributions (whether
or not declared) for the Series D-2 Preferred Units being redeemed. Any such
Series D-2 Redemption Right shall be exercised pursuant to notice of redemption
comparable to the Notice of Redemption required under Section 8.6 of the
Agreement (a "Series D-2 Notice of Redemption") delivered to the Partnership
(with a copy to the General Partner) by the Limited Partner who is exercising
the Series D-2 Redemption Right (the "Series D-2 Redeeming Partner"). Except in
the event of the occurrence of the circumstance described in clause
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(z) of the definition of "Series D-2 Effective Date", a holder of the Series D-2
Preferred Units may only exercise the Series D-2 Redemption Right in respect of
all Series D-2 Preferred Units held by such holder on the date of the applicable
Series D-2 Redemption Notice. In addition, any redemption pursuant to the Series
D-2 Redemption Right shall be subject to all of the provisions of the Agreement
governing redemptions under Section 8.6 of the Agreement as if it were a
redemption under that section, except as otherwise provided herein.
(b) The Series D-2 Redeeming Partner shall have no right with respect to
any Series D-2 Preferred Units so redeemed to receive any distributions paid
after the Series D-2 Specified Redemption Date, unless the record date for the
distribution preceded the Series D-2 Specified Redemption Date. If the record
date for such distribution was a date prior to the Series D-2 Specified
Redemption Date and the Distribution Payment Date in respect of such
distribution was a date after the Series D-2 Specified Redemption Date, such
Series D-2 Redeeming Partner shall be required, as a condition of the redemption
of such Series D-2 Preferred Units, to pay the amount of such distribution to
the Partnership (if such Series D-2 Preferred Units are redeemed for cash) or to
the General Partner (if such Series D-2 Preferred Units are redeemed for Series
D-2 Preferred Shares).
(c) The Assignee of any Limited Partner may exercise the rights of such
Limited Partner pursuant to this Section 2.E, and such Limited Partner shall be
deemed to have assigned such rights to such Assignee and shall be bound by the
exercise of such rights by such Limited Partner's Assignee. In connection with
any exercise of the such rights by such Assignee on behalf of such Limited
Partner, the redemption price and any accumulated and unpaid distributions shall
be paid by the Partnership directly to such Assignee and not to such Limited
Partner.
(ii) General Partner Assumption of Right. (a) If the holder of the
Series D-2 Preferred Units has delivered a Series D-2 Notice of Redemption, the
General Partner may, in its sole and absolute discretion (subject to any
limitations on ownership and transfer of Shares set forth in the Declaration of
Trust), elect to assume directly and satisfy the Series D-2 Redemption Right by
paying to the Redeeming Partner either (x) the redemption price required in
Section 2.E(i)(a) above plus any accumulated and unpaid distributions (whether
or not declared) for the Series D-2 Preferred Units being redeemed or (y) in the
form of Series D-2 Preferred Shares, as set forth in paragraph (b) below. Unless
the General Partner, in its sole and absolute discretion, shall exercise its
right to assume directly and satisfy the Series D-2 Redemption Right, the
General Partner shall not have any obligation to the Redeeming Partner or to the
Partnership with respect to the Redeeming Partner's exercise of the Series D-2
Redemption Right. In the event the General Partner shall exercise its right to
satisfy the Series D-2 Redemption Right in the manner described in the first
sentence of this paragraph (ii) and shall fully perform its obligations in
connection therewith, the Partnership shall have no right or obligation to
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<PAGE> 14
pay any amount to the Redeeming Partner with respect to such Redeeming Partner's
exercise of the Series D-2 Redemption Right, and each of the Redeeming Partner,
the Partnership and the General Partner shall, for federal income tax purposes,
treat the transaction between the General Partner and the Redeeming Partner as a
sale of the Redeeming Partner's Partnership Units to the General Partner.
Nothing contained in this paragraph (ii) shall imply any right of the General
Partner to require any holder of Series D-2 Preferred Units to exercise the
Series D-2 Redemption Right afforded pursuant to paragraph (i) above.
(b) In the event that the Partnership redeems Series D-2 Preferred Units
for cash in accordance with Section 2.E(i)(a), the units so redeemed shall be
terminated. In the event that the General Partner determines to pay the
Redeeming Partner in the form of Series D-2 Preferred Shares, the General
Partner shall issue to the Series D-2 Redeeming Partner one Series D-2 Preferred
Share for each Series D-2 Preferred Unit being redeemed (subject to modification
as set forth in paragraph (c) below), whereupon the General Partner shall
acquire the Series D-2 Preferred Units offered for redemption by the Series D-2
Redeeming Partner and shall be treated for all purposes of the Agreement as the
owner of such Series D-2 Preferred Units. Any accumulated and unpaid
distributions on such Series D-2 Preferred Units to the date of such redemption
shall also be deemed to have accumulated on the Series D-2 Preferred Shares paid
to the Series D-2 Redeeming Partner in consideration of such Series D-2
Preferred Units at the time of the issuance of such Series D-2 Preferred Shares.
(c) In the event that there shall be outstanding at any time both Series
D-2 Preferred Shares and Series D-2 Preferred Units and the General Partner
shall be a party to any transaction (including, without limitation, a merger,
consolidation or statutory share exchange with respect to the Series D-2
Preferred Shares), in each case as a result of which the Series D-2 Preferred
Shares are converted into the right to receive shares of capital stock, other
securities or other property (including cash or any combination thereof),
thereafter the redemption price payable by the General Partner in respect of one
Series D-2 Preferred Unit shall be the kind and amount of shares of capital
stock and other securities and property (including cash or any combination
thereof) that was received upon consummation of such transaction in return for
one Series D-2 Preferred Share; and the General Partner may not become a party
to any such transaction unless the terms thereof are consistent with the
foregoing. In case there shall be outstanding Series D-2 Preferred Units and no
Series D-2 Preferred Shares and the General Partner shall be a party to any
merger or consolidation in which the General Partner is not the surviving
entity, then the Series D-2 Preferred Shares deliverable by the General Partner
thereafter in redemption of Series D-2 Preferred Units pursuant to clause (ii)
above shall be shares of the surviving entity or any entity controlling the
surviving entity having the preferences, rights, voting powers, restrictions,
limitations as to dividends, qualifications
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and terms and conditions of redemption substantially similar to those set forth
on Schedule 1 to this Exhibit O.
(d) Each Redeeming Partner agrees to execute such documents as the
General Partner may reasonably require in connection with the issuance of Series
D-2 Preferred Shares upon exercise of the Series D-2 Redemption Right.
(iii) Exceptions to Exercise of Redemption Right. Notwithstanding the
provisions of paragraphs (i) and (ii) above, a Partner shall not be entitled to
exercise the Series D-2 Redemption Right if (but only as long as) the delivery
of Series D-2 Preferred Shares to such Partner on the Series D-2 Specified
Redemption Date (a) would be prohibited under the Declaration of Trust, or (b)
as long as the Common Shares or any previously issued Series D-2 Preferred
Shares are Publicly Traded, would be prohibited under applicable federal or
state securities laws or regulations (assuming the General Partner would in fact
assume and satisfy the Series D-2 Redemption Right).
(iv) No Liens on Partnership Units Delivered for Redemption. Each
holder of any Series D-2 Preferred Units covenants and agrees with the General
Partner that all Series D-2 Preferred Units delivered for redemption shall be
delivered to the Partnership or the General Partner, as the case may be, free
and clear of all liens, and, notwithstanding anything contained herein to the
contrary, neither the General Partner nor the Partnership shall be under any
obligation to acquire Series D-2 Preferred Units which are or may be subject to
any liens. Each holder of any Series D-2 Preferred Units further agrees that, in
the event any state or local property transfer tax is payable as a result of the
transfer of its Series D-2 Preferred Units to the Partnership or the General
Partner, such holder shall assume and pay such transfer tax.
F. Conversion. The Series D-2 Preferred Units are not convertible
into or redeemable or exchangeable for any other property or securities of the
General Partner Entity or the Partnership at the option of any holder of Series
D-2 Preferred Units, except as provided in Sections D and E hereof.
G. Ranking. (i) Any class or series of Partnership Units shall be
deemed to rank:
(a) prior to the Series D-2 Preferred Units, as to the payment of
distributions and as to distribution of assets upon liquidation, dissolution or
winding up of the General Partner or the Partnership, if the holders of such
class or series of Partnership Units shall be entitled to the receipt of
distributions or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the holders of
Series D-2 Preferred Units;
-11-
<PAGE> 16
(b) on a parity with the Series D-2 Preferred Units, as to the payment of
distributions and as to the distribution of assets upon liquidation, dissolution
or winding up of the General Partner or the Partnership, whether or not the
distribution rates, distribution payment dates or redemption or liquidation
prices per Partnership Unit be different from those of the Series D-2 Preferred
Units, if the holders of such Partnership Units of such class or series and the
Series D-2 Preferred Units shall be entitled to the receipt of distributions and
of amounts distributable upon liquidation, dissolution or winding up in
proportion to their respective amounts of accrued and unpaid distributions per
Partnership Unit or liquidation preferences, without preference or priority one
over the other, except to the extent that such distributions or amounts
distributable on the Series B-2 Restricted Preferred Units may not be payable
due to a lack of funds in the Nongovernmental Account ("Parity Units"); and
(c) junior to the Series D-2 Preferred Units, as to the payment of
distributions or as to the distribution of assets upon liquidation, dissolution
or winding up of the General Partner or the Partnership, if such class or series
of Partnership Units shall be Class A Units or if the holders of Series D-2
Preferred Units shall be entitled to receipt of distribution or of amounts
distributable upon liquidation, dissolution or winding up, as the case may be,
in preference or priority to the holders of Partnership Units of such class or
series ("Junior Units").
(ii) The Series A Preferred Units shall be Parity Units with respect to
the Series D-2 Preferred Units and the holders of the Series D-2 Preferred Units
and Series A Preferred Units shall be entitled to the receipt of distributions
and of amounts distributable upon liquidation, dissolution or winding up in
proportion to their respective amounts of accumulated and unpaid distributions
per Partnership Unit or liquidation preferences, without preference or priority
one over the other, except in the case of distributions on the Series B-2
Restricted Preferred Units to the extent not payable due to a lack of funds in
the Nongovernmental Account and except that:
(a) For so long as the Class C Units are outstanding, the Series D-2
Preferred Units shall not rank senior to the Class C Units as to preferential
distributions or redemption or voting rights and shall receive: (i) accumulated
and unpaid distributions on a basis pari passu with distributions made to the
holders of Class C Units pursuant to Subsection 5.1.B(iv) of the Agreement and
(ii) other distributions on a basis pari passu with distributions made to the
holders of Class C Units pursuant to Subsection 5.1.B(v) of the Agreement.
(b) For so long as the Class D Units are outstanding, the Series D-2
Preferred Units shall not rank senior to the Class D Units as to preferential
distributions or redemption or voting rights. For so long as the Class D Units
are outstanding (and the Class C Units are no longer outstanding), the Series
D-2 Preferred Units shall receive: (i)
-12-
<PAGE> 17
accumulated and unpaid distributions on a basis pari passu with distributions
made to the holders of any outstanding Class D Units pursuant to Subsection
5.1.B(ii) of the Agreement and (ii) other distributions on a basis pari passu
with distributions made to the holders of any outstanding Class D Units pursuant
to Subsection 5.1.B(iii) of the Agreement.
(c) When the Class C Units and Class D Units are no longer outstanding,
the Series D-2 Preferred Units shall be Preference Units and shall receive
distributions on a basis pari passu with other Partnership Units, if any,
receiving distributions pursuant to Section 5.1.B(i) of the Agreement, except to
the extent that distributions on the Series B-2 Restricted Preferred Units may
not be paid due to a lack of funds in the Nongovernmental Account.
(d) Distributions made pursuant to Subsections H(ii)(a) and H(ii)(b) of
this Exhibit O shall be made pro rata with other distributions made to other
Partnership Units as to which they rank pari passu based on the ratio of the
amounts to be paid the Series D-2 Preferred Units and such other Partnership
Units, as applicable, to the total amounts to be paid in respect of the Series
D-2 Preferred Units and such other Partnership Units taken together on the
Partnership Record Date, except in the case of distributions on the Series B-2
Restricted Preferred Units to the extent such distribution may not be paid due
to a lack of funds in the Nongovernmental Account.
(iii) For purposes of allocations of items made pursuant to Article VI of
the Agreement:
(a) As long as Class C Units are outstanding, the Series D-2 Preferred
Units shall be allocated items pari passu with the allocation of items to
holders of Class C Units in respect of their priority payments (i.e., as
allocated in Section 6.1.A (v), (vi) and (vii) and Section 6.1.B (v), (vi) and
(vii) of the Agreement) and shall share in those allocations in a pro rata
manner based on the distributions and allocations of items, as applicable, made
to such Partnership Units, as applicable; references to Class C Units in Article
VI of the Agreement shall be deemed to also refer to Series D-2 Preferred Units
except that references to distributions made to the Class C Units shall be
deemed to refer to distributions made to the Series D-2 Preferred Units in a pro
rata manner with such distributions made to the Class C Units.
(b) As long as the Class D Units are outstanding (and the Class C Units
are no longer outstanding), the Series D-2 Preferred Units shall be allocated
items pari passu with the allocation of items to the holders of Class D Units in
respect of their priority payments (i.e., as allocated in Section 6.1.A (iii)
and (vi) and Section 6.1.B (viii) and (ix) of the Agreement) and shall share in
those allocations in a pro rata manner based on the distributions and
allocations of items, as applicable, made to such Partnership
-13-
<PAGE> 18
Units, as applicable; references to Class D Units in Article VI of the Agreement
shall be deemed to also refer to Series D-2 Preferred Units except that
references to distributions made to the Class D Units shall be deemed to refer
to distributions made to the Series D-2 Preferred Units in a pro rata manner
with such distributions made to the Class D Units.
(c) When the Class C Units and Class D Units are no longer
outstanding, the Series D-2 Preferred Units shall be Preference Units and shall
be allocated items pari passu with the allocation of items to holders of
Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x)
of the Agreement) and shall share in those allocations in a pro rata manner
based on the distributions and allocations of items, as applicable, made to
Preference Units, as applicable; references to Preference Units in Article VI of
the Agreement shall be deemed to also refer to Series D-2 Preferred Units except
that references to distributions made to Preference Units shall be deemed to
refer to distributions made to the Series D-2 Preferred Units in a pro rata
manner with such distributions, if any, made to the Preference Units.
H. Voting. Except as required by law, the holders of the Series D-2
Preferred Units shall not be entitled to vote at any meeting of the Partners or
for any other purpose or otherwise to participate in any action taken by the
Partnership or the Partners, or to receive notice of any meeting of the
Partners.
I. General. (i) At such time, if any, as the General Partner becomes
a holder of Series D-2 Preferred Units, the rights of the General Partner, in
its capacity as the holder of the Series D-2 Preferred Units, will be in
addition to and not in limitation on any other rights or authority of the
General Partner, in any other capacity, under the Agreement. In addition,
nothing contained in this Exhibit O shall be deemed to limit or otherwise
restrict any rights or authority of the General Partner under the Agreement,
other than in its capacity as the holder of Series D-2 Preferred Units.
(ii) Anything herein contained to the contrary notwithstanding, the
General Partner shall take all steps that it determines are necessary or
appropriate (including modifying the foregoing terms of the Series D-2 Preferred
Units) to ensure that the Series D-2 Preferred Units (including, without
limitation the redemption and conversion terms thereof) permit the General
Partner to satisfy its obligations (including, without limitation, its
obligations to make dividend payments on the Series D-2 Preferred Shares) with
respect to the Series D-2 Preferred Shares, if and when any such Units are
issued, it being the intention that, except to the extent provided in Schedule 1
to this Exhibit O, the terms of the Series D-2 Preferred Shares will be
substantially similar to the terms of the Series D-2 Preferred Units.
-14-
<PAGE> 19
Attachment 2
EXHIBIT A TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF VORNADO REALTY L.P.
5/27/99
VORNADO REALTY L.P.
PARTNERS AND PARTNERSHIP INTERESTS
<TABLE>
<CAPTION>
CLASS OF UNITS
--------------------------------------------------------------------
SERIES A VALUE PERCENTAGE SERIES B VALUE PERCENTAGE
PREFERRED OF OF PREFERRED OF OF
UNITS SERIES A SERIES A UNITS SERIES B SERIES B
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C>
Vornado Realty Trust 5,789,239 $297,508,992 100.0000% 3,400,000 $85,000,000 100.0000%
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y., Inc.
Washington Design Center, L.L.C.
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.
Greene Street 1998 Exchange Fund, L.P.
Meadowbrook Equity Fund II, LLC
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic -- Crystal City
OP Holding Inc.
Jacob H. Froelich, Jr.
S.D. Phillips
George W. Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
The Mendik Partnership, L.P.
Mendik Realty Company, Inc.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
Abrams, Trust U/W/O Ralph
Adler, Robert
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf-Shasha, Ellen
Ash, Herbert
Aubert, Trust FBO Lysa
UWO Barbara Schwartz
Aubert, Trust FBO Lysa
UWO Ellis Schwartz
Barr, Thomas
Barkin, Leonard
Batkin, Nancy
Batkin, Nancy 1998 Trust u/a/d 5/11/98
Berenson, David
Berenson, Joan
Berenson, Richard
Berenson, Robert
Berger, Alice C.
Bianculli, Louis
Bierman, Jacquin
Blumenthal, Joel Marie
Braverman, Madlyn
Bonk, Chris
Carb, Sally
Carney, Thomas
Chambers, Robert
CHO Enterprises
Dembner, Shirley
Dembner, Shirley UGMA
for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
CLASS OF UNITS CLASS OF UNITS
-------------------------------------------------------------------------
SERIES C VALUE PERCENTAGE SERIES B-1 VALUE PERCENTAGE
PREFERRED OF OF PREFERRED OF OF
UNITS SERIES C SERIES C UNITS SERIES B-1 SERIES B-1
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Vornado Realty Trust 4,600,000 $115,000,000 100.0000%
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y., Inc.
Washington Design Center, L.L.C. 200,000 $10,000,000 22.23%
Merchandise Mart Owners, L.L.C. 699,566 $34,978,300 77.77%
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.
Greene Street 1998 Exchange Fund, L.P.
Meadowbrook Equity Fund II, LLC
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic -- Crystal City
OP Holding Inc.
Jacob H. Froelich, Jr.
S.D. Phillips
George W. Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
The Mendik Partnership, L.P.
Mendik Realty Company, Inc.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
Abrams, Trust U/W/O Ralph
Adler, Robert
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf-Shasha, Ellen
Ash, Herbert
Aubert, Trust FBO Lysa
UWO Barbara Schwartz
Aubert, Trust FBO Lysa
UWO Ellis Schwartz
Barr, Thomas
Barkin, Leonard
Batkin, Nancy
Batkin, Nancy 1998 Trust u/a/d 5/11/98
Berenson, David
Berenson, Joan
Berenson, Richard
Berenson, Robert
Berger, Alice C.
Bianculli, Louis
Bierman, Jacquin
Blumenthal, Joel Marie
Braverman, Madlyn
Bonk, Chris
Carb, Sally
Carney, Thomas
Chambers, Robert
CHO Enterprises
Dembner, Shirley
Dembner, Shirley UGMA
for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
CLASS OF UNITS
--------------------------------------------------------------------
SERIES B-2 VALUE PERCENTAGE SERIES C-1 VALUE PERCENTAGE
PREFERRED OF OF PREFERRED OF OF
UNITS SERIES B-2 SERIES B-2 UNITS SERIES C-1 SERIES C-1
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C>
Vornado Realty Trust
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y., Inc.
Washington Design Center, L.L.C. 100,000 $5,000,000 22.23%
Merchandise Mart Owners, L.L.C. 349,783 $17,489,150 77.77%
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.
Greene Street 1998 Exchange Fund, L.P.
Meadowbrook Equity Fund II, LLC
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal
City OP Holding Inc.
Jacob H. Froelich, Jr. 150,067 $ 5,352,890 20.0648%
S.D. Phillips 9,976 $ 355,844 1.3338%
George W. Lyles 70,044 $ 2,498,469 9.3653%
Canoe House Partners, LLC 200,090 $ 7,137,210 26.7531%
Roaring Gap Limited Partnership 290,158 $10,349,936 38.7957%
Phillips Property Company, LLC 27,577 983,672 3.6872%
Newkirk Partners (See attached schedule)
The Mendik Partnership, L.P.
Mendik Realty Company, Inc.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
Abrams, Trust U/W/O Ralph
Adler, Robert
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf-Shasha, Ellen
Ash, Herbert
Aubert, Trust FBO Lysa
UWO Barbara Schwartz
Aubert, Trust FBO Lysa
UWO Ellis Schwartz
Barr, Thomas
Barkin, Leonard
Batkin, Nancy
Batkin, Nancy 1998 Trust u/a/d 5/11/98
Berenson, David
Berenson, Joan
Berenson, Richard
Berenson, Robert
Berger, Alica C.
Bianculli, Louis
Bierman, Jacquin
Blumenthal, Joel Marie
Braverman, Madlyn
Bonk, Chris
Carb, Sally
Carney, Thomas
Chambers, Robert
CHO Enterprises
Dembner, Shirley
Dembner, Shirley UGMA
for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
CLASS OF UNITS
--------------------------------------------------------------------------
SERIES D-1 VALUE PERCENTAGE SERIES D-2 VALUE PERCENTAGE
PREFERRED OF OF PREFERRED OF OF
UNITS SERIES D-1 SERIES D-1 UNITS SERIES D-2 SERIES D-2
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Vornado Realty Trust
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y., Inc.
Washington Design Center, L.L.C.
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.
Greene Street 1998 Exchange Fund, L.P. 3,500,000 87,500,000 100.00%
Meadowbrook Equity Fund II, LLC 549,336 $27,466,800 100.0000%
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic-Crystal
City OP Holding Inc.
Jacob H. Froelich, Jr.
S.D. Phillips
George W. Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
The Mendik Partnership, L.P.
Mendik Realty Company, Inc.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
Abrams, Trust U/W/O Ralph
Adler, Robert
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf-Shasha, Ellen
Ash, Herbert
Aubert, Trust FBO Lysa
UWO Barbara Schwartz
Aubert, Trust FBO Lysa
UWO Ellis Schwartz
Barr, Thomas
Barkin, Leonard
Batkin, Nancy
Batkin, Nancy 1998 Trust u/a/d 5/11/98
Berenson, David
Berenson, Joan
Berenson, Richard
Berenson, Robert
Berger, Alica C.
Bianculli, Louis
Bierman, Jacquin
Blumenthal, Joel Marie
Braverman, Madlyn
Bonk, Chris
Carb, Sally
Carney, Thomas
Chambers, Robert
CHO Enterprises
Dembner, Shirley
Dembner, Shirley UGMA
for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
CLASS OF UNITS
---------------------------------------
SERIES E-1 VALUE PERCENTAGE
PREFERRED OF OF
UNITS SERIES E-1 SERIES E-1
---------------------------------------
<S> <C> <C> <C>
Vornado Realty Trust
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y., Inc.
Washington Design Center, L.L.C.
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.
Greene Street 1998 Exchange Fund, L.P.
Meadowbrook Equity Fund II, LLC
Commonwealth Atlantic Properties Inc. 3,899,333 194,966,650 78.02%
Commonwealth Atlantic-Crystal 1,098,667 54,933,350 21.98%
City OP Holding Inc.
Jacob H. Froelich, Jr.
S.D. Phillips
George W. Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
The Mendik Partnership, L.P.
Mendik Realty Company, Inc.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
Abrams, Trust U/W/O Ralph
Adler, Robert
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf-Shasha, Ellen
Ash, Herbert
Aubert, Trust FBO Lysa
UWO Barbara Schwartz
Aubert, Trust FBO Lysa
UWO Ellis Schwartz
Barr, Thomas
Barkin, Leonard
Batkin, Nancy
Batkin, Nancy 1998 Trust u/a/d 5/11/98
Berenson, David
Berenson, Joan
Berenson, Richard
Berenson, Robert
Berger, Alica C.
Bianculli, Louis
Bierman, Jacquin
Blumenthal, Joel Marie
Braverman, Madlyn
Bonk, Chris
Carb, Sally
Carney, Thomas
Chambers, Robert
CHO Enterprises
Dembner, Shirley
Dembner, Shirley UGMA
for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
CLASS OF UNITS
-----------------------------------------------------------------------------------
COMMON UNITS TOTAL VALUE PERCENTAGE
------------------------------------------- COMMON COMMON COMMON
A C D E UNITS UNITS UNITS
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Vornado Realty Trust
Vornado Realty Trust 44,382,280 44,382,280 $1,542,284,230 47.5262%
Vornado Finance Corp 82,694 35,282,694 $1,226,073,617 37.7821%
Vornado Investment Corporation 3,666,666 3,666,666 $127,416,644 3.9264%
40 East 14 Realty Associates 0 $0 0.0000%
General Partnership 1,639,278 1,639,278 $56,964,911 1.7554%
825 Seventh Avenue Holding Corporation 235,516 235,516 $8,184,181 0.2522%
Menands Holdings Corporation 536,524 536,524 $18,644,209 0.5745%
Two Guys From Harrison, N.Y., Inc. 180,890 180,890 $ 6,285,928 0.1937%
Washington Design Center,L.L.C. 0 $0 0.0000%
Merchandise Mart Owners, L.L.C. 0 $0 0.0000%
Merchandise Mart Enterprises, L.L.C. 395,967 395,967 $13,759,853 0.4240%
World Trade Center Chicago, L.L.C. 23,948 23,948 $832,193 0.0256%
Greene Street 1998 Exchange Fund, L.P. 0 $0 0.0000%
Meadowbrook Equity Fund II, LLC
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic-Crystal City
OP Holding Inc.
Jacob H Froelich, Jr. 202,411 202,411 $7,033,782 0.2167%
S.D. Phillips 0 0 $0 0.0000%
George W Lyles 0 0 $0 0.0000%
Canoe House Partners, LLC 0 0 $0 0.0000%
Roaring Gap Limited Partnership 0 0 $0 0.0000%
Phillips Property Company, LLC 0 0 $0 0.0000%
Newkirk Partners (See attached
schedule) 1,422,425 1,422,425 $47,383,515 1.5232%
The Mendik Partnership, L.P. 2,512,023 2,512,023 $87,292,799 2.6900%
Mendik Realty Company, Inc. 161 161 $5,595 0.0002%
FW / Mendik REIT, L.L.C. (2) 486,540 486,540 $16,907,265 0.5210%
Mendik RELP Corp. 846 846 $29,399 0.0009%
2750 Associates 2,704 2,704 $93,964 0.0029%
Abrams, Trust U/W/O Ralph 7,244 7,244 $251,729 0.0078%
Adler, Robert 2,496 2,496 $86,736 0.0027%
Alpert, Vicki 5,228 5,228 $181,673 0.0056%
Ambassador Construction Company, Inc. 37,178 37,178 $1,291,936 0.0398%
Aschendorf-Shasha, Ellen 1,710 1,710 $59,423 0.0018%
Ash, Herbert 154 154 $5,352 0.0002%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Barbara Schwartz 4,278 4,278 $148,661 0.0046%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Ellis Schwartz 256 256 $8,896 0.0003%
Barr, Thomas 1,844 1,844 $64,079 0.0020%
Barkin, Leonard 962 962 $33,430 0.0010%
Batkin, Nancy 0 0 $0 0.0000%
Batkin, Nancy 1998 Trust u/a/d 5/11/98 108 6,338 6,446 $223,999 0.0069%
Berenson, David 1,034 1,034 $35,932 0.0011%
Berenson, Joan 1,382 1,382 $48,025 0.0015%
Berenson, Richard 842 842 $29,260 0.0009%
Berenson, Robert 1,762 1,762 $61,230 0.0019%
Berger, Alica C. 374 374 $12,997 0.0004%
Bianculli, Louis 5,604 5,604 $194,739 0.0060%
Bierman, Jacquin 5,376 5,376 $186,816 0.0058%
Blumenthal, Joel Marie 154 154 $5,352 0.0002%
Braverman, Madlyn 35,032 35,032 $1,217,362 0.0375%
Bonk, Chris 75,344 75,344 $2,618,204 0.0807%
Carb, Sally 1,793 1,793 $62,307 0.0019%
Carney, Thomas 1,419 1,419 $49,310 0.0015%
Chambers, Robert 145 7,961 8,106 $281,684 0.0087%
CHO Enterprises 5,364 5,364 $186,399 0.0057%
Dembner, Shirley 145 78 223 $7,749 0.0002%
Dembner, Shirley UGMA 0 $0 0.0000%
for Lindsey Dembner 3,462 3,462 $120,305 0.0037%
Doner, Max 3,364 3,364 $116,899 0.0036%
Downey, Michael 83,226 83,226 $2,892,104 0.0891%
Dryfoos, Jacqueline 962 962 $33,430 0.0010%
Dubrowski, Raymond 2,304 2,304 $80,064 0.0025%
Evans, Ben 104 104 $3,614 0.0001%
Field, Walter L. 1,680 1,680 $58,380 0.0018%
Jesse Fierstein & Co. 4,045 4,045 $140,564 0.0043%
Fischer, Alan A. 3,364 3,364 $116,899 0.0036%
Freedman, Robert 5,770 5,770 $200,509 0.0062%
Gershon, Estate of Murray 10,494 10,494 $364,667 0.0112%
Getz, Howard 333 333 $11,572 0.0004%
Getz, Sandra 7,328 7,328 $254,648 0.0078%
Getz, Sandra & Howard 748 748 $25,993 0.0008%
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
TOTAL TOTAL PERCENTAGE
UNITS VALUE INTEREST
---------- -------------- --------
<S> <C> <C> <C>
Vornado Realty Trust 99,713,087(1) $3,368,362,710 82.2492%
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y., Inc.
Washington Design Center, L.L.C. 300,000 $15,000,000 0.3663%
Merchandise Mart Owners, L.L.C. 1,049,349 $52,467,450 1.2812%
Merchandise Mart Enterprises, L.L.C. 395,967 $13,759,853 0.3360%
World Trade Center Chicago, L.L.C. 23,948 $832,193 0.0203%
Greene Street 1998 Exchange Fund, L.P. 3,500,000 $87,500,000 2.1366%
Meadowbrook Equity Fund II, LLC 549,336 $27,466,800 0.6707%
Commonwealth Atlantic Properties, Inc. 3,899,333 $194,966,650 4.7607%
Commonwealth Atlantic - Crystal City 1,098,667 $54,933,350 1.3414%
OP Holding Inc.
Jacob H. Froelich, Jr. 352,478 $14,537,132 0.3550%
S.D. Phillips 9,976 $498,800 0.0122%
George W. Lyles 70,044 $3,502,200 0.0855%
Canoe House Partners, LLC 200,090 $10,004,500 0.2443%
Roaring Gap Limited Partnership 290,158 $14,507,900 0.3543%
Phillips Property Company, LLC 27,577 $1,378,850 0.0337%
Newkirk Partners (See attached schedule) 1,422,425 $47,383,515 1.1570%
The Mendik Partnership, L.P. 2,512,023 $87,292,799 2.1315%
Mendik Realty Company, Inc. 161 $5,595 0.0001%
FW / Mendik REIT, L.L.C. (2) 486,540 $16,907,265 0.4128%
Mendik RELP Corp. 846 $29,399 0.0007%
2750 Associates 2,704 $93,964 0.0023%
Abrams, Trust U/W/O Ralph 7,244 $251,729 0.0061%
Adler, Robert 2,496 $86,736 0.0021%
Alpert, Vicki 5,228 $181,673 0.0044%
Ambassador Construction Company, Inc. 37,178 $1,291,936 0.0315%
Aschendorf-Shasha, Ellen 1,710 $59,423 0.0015%
Ash, Herbert 154 $5,352 0.0001%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $148,661 0.0036%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Ellis Schwartz 256 $8,896 0.0002%
Barr, Thomas 1,844 $64,079 0.0016%
Barkin, Leonard 962 $33,430 0.0008%
Batkin, Nancy 0 $0 0.0000%
Batkin, Nancy 1998 Trust u/a/d 5/11/98 6,446 $223,999 0.0055%
Berenson, David 1,034 $35,932 0.0009%
Berenson, Joan 1,382 $48,025 0.0012%
Berenson, Richard 842 $29,260 0.0007%
Berenson, Robert 1,762 $61,230 0.0015%
Berger, Alice C. 374 $12,997 0.0003%
Bianculli, Louis 5,604 $194,739 0.0048%
Bierman, Jacquin 5,376 $186,816 0.0046%
Blumenthal, Joel Marie 154 $5,352 0.0001%
Braverman, Madlyn 35,032 $1,217,362 0.0297%
Bonk, Chris 75,344 $2,618,204 0.0639%
Carb, Sally 1,793 $62,307 0.0015%
Carney, Thomas 1,419 $49,310 0.0012%
Chambers, Robert 8,106 $281,684 0.0069%
CHO Enterprises 5,364 $186,399 0.0046%
Dembner, Shirley 223 $7,749 0.0002%
Dembner, Shirley UGMA 0 $0 0.0000%
for Lindsey Dembner 3,462 $120,305 0.0029%
Doner, Max 3,364 $116,899 0.0029%
Downey, Michael 83,226 $2,892,104 0.0706%
Dryfoos, Jacqueline 962 $33,430 0.0008%
Dubrowski, Raymond 2,304 $80,064 0.0020%
Evans, Ben 104 $3,614 0.0001%
Field, Walter L. 1,680 $58,380 0.0014%
Jesse Fierstein & Co. 4,045 $140,564 0.0034%
Fischer, Alan A. 3,364 $116,899 0.0029%
Freedman, Robert 5,770 $200,508 0.0049%
Gershon, Estate of Murray 10,494 $364,667 0.0089%
Getz, Howard 333 $11,572 0.0003%
Getz, Sandra 7,328 $254,648 0.0062%
Getz, Sandra & Howard 748 $25,993 0.0006%
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
Class of Units
---------------------------------------------------------------------------------------------
Common Units
------------------------------------------------------------
A C D E Total Value Percentage Total Total Percentage
Common Common Common Units Value Interest
Units Units Units
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gold, Frederica 414 414 $14,387 0.0004% 414 $14,387 0.0004%
Ginsberg, Benedict 932 932 $32,387 0.0010% 932 $32,387 0.0008%
Goldberg, Clarence 916 916 $31,831 0.0010% 916 $31,831 0.0008%
Goldring, Stanley 10,833 10,833 $376,447 0.0116% 10,833 $376,447 0.0092%
Goldschmidt, Beatrice 22,045 22,045 $766,064 0.0236% 22,045 $766,064 0.0187%
Goldschmidt, Charles 10,752 10,752 $373,632 0.0115% 10,752 $373,632 0.0091%
Goldschmidt, Edward 12,842 12,842 $446,260 0.0138% 12,842 $446,260 0.0109%
Goldschmidt, C. Trust U/A/D 7/11/90 8,389 8,389 $291,518 0.0090% 8,389 $291,518 0.0071%
Goldschmidt, Lawrence 92,454 92,454 $3,212,777 0.0990% 92,454 $3,212,777 0.0785%
Gorfinkle, Alaine 664 664 $23,074 0.0007% 664 $23,074 0.0006%
Gorfinkle, Lawrence 3,830 3,830 $133,093 0.0041% 3,830 $133,093 0.0032%
Gould Investors, L.P. 458,964 458,964 $15,948,999 0.4915% 458,964 $15,948,999 0.3894%
Green, Bernard 14,152 14,152 $491,782 0.0152% 14,152 $491,782 0.0120%
Green, Barbara 8,546 8,546 $296,974 0.0092% 8,546 $296,974 0.0073%
Greenbaum, David R. 701 701 $24,360 0.0008% 701 $24,360 0.0006%
Greif, Goldie 6,724 6,724 $233,659 0.0072% 6,724 $233,659 0.0057%
Gutenberg, Bernice 688 688 $23,908 0.0007% 688 $23,908 0.0006%
H L Silbert trustee U/W 19,976 19,976 $694,166 0.0214% 19,976 $694,166 0.0170%
of H A Goldman
Hagler, Philip 14,631 14,631 $508,427 0.0157% 14,631 $508,427 0.0124%
Harteveldt, Robert L. 5,128 5,128 $178,198 0.0055% 5,128 $178,198 0.0044%
Hirsch, Phillip J. 338 338 $11,746 0.0004% 338 $11,746 0.0003%
Hirsch, Judith 338 338 $11,746 0.0004% 338 $11,746 0.0003%
Hrusha, Alan 1,844 1,844 $64,079 0.0020% 1,844 $64,079 0.0016%
Hutner, Anne Trust F/B/O 4,610 4,610 $160,198 0.0049% 4,610 $160,198 0.0039%
Hutner, Estate of Irwin 11,334 11,334 $393,857 0.0121% 11,334 $393,857 0.0096%
INS Realty Associates 269,516 269,516 $9,365,681 0.2886% 269,516 $9,365,681 0.2287%
Fierstein Co. 28,415 28,415 $987,421 0.0304% 28,415 $987,421 0.0241%
Jaffe, Elizabeth 76 76 $2,641 0.0001% 76 $2,641 0.0001%
Jones, Hazel 2,496 2,496 $86,736 0.0027% 2,496 $86,736 0.0021%
Kaufman, Robert M. 338 338 $11,746 0.0004% 338 $11,746 0.0003%
Klein, Robin 3,364 3,364 $116,899 0.0036% 3,364 $116,899 0.0029%
Knatten Inc. 141,998 141,998 $4,934,431 0.1521% 141,998 $4,934,431 0.1205%
Knight, Laureine 10,242 10,242 $355,910 0.0110% 10,242 $355,910 0.0087%
Komaroff, Stanley 576 576 $20,016 0.0006% 576 $20,016 0.0005%
Kosloff, Andrea 78 78 $2,711 0.0001% 78 $2,711 0.0001%
Kosloff, Andrea UGMA 0 $0 0.0000% 0 $0 0.0000%
for Adam Kosloff 2,116 2,116 $73,531 0.0023% 2,116 $73,531 0.0018%
Kosloff, Andrea UGMA 0 $0 0.0000% 0 $0 0.0000%
for Justin Kosloff 2,116 2,116 $73,531 0.0023% 2,116 $73,531 0.0018%
Koven, Irving 0 0 $0 0.0000% 0 $0 0.0000%
Koven, Esther 11,208 11,208 $389,478 0.0120% 11,208 $389,478 0.0095%
Kowal, Myron as Custodian 0 $0 0.0000% 0 $0 0.0000%
for Andrew Kowal $0 0.0000% 0 $0 0.0000%
Kramer, Saul 652 652 $22,657 0.0007% 652 $22,657 0.0006%
Kuhn, James D. 1,606 151,046 152,652 $5,304,657 0.1635% 152,652 $5,304,657 0.1295%
Kuhn, Leo 902 902 $31,345 0.0010% 902 $31,345 0.0008%
Kurshan, Herbert 2,496 2,496 $86,736 0.0027% 2,496 $86,736 0.0021%
Lauder, Leonard 4,660 4,660 $161,935 0.0050% 4,660 $161,935 0.0040%
Lauder, Ronald 4,660 4,660 $161,935 0.0050% 4,660 $161,935 0.0040%
Leff, Joseph 3,364 3,364 $116,899 0.0036% 3,364 $116,899 0.0029%
Leff, Valerie 3,364 3,364 $116,899 0.0036% 3,364 $116,899 0.0029%
Lefkowitz, Howard 414 414 $14,387 0.0004% 414 $14,387 0.0004%
LeRoy Partners 0 0 $0 0.0000% 0 $0 0.0000%
Liroff, Harriett 12,166 12,166 $422,769 0.0130% 12,166 $422,769 0.0103%
Liroff, Richard 1,532 1,532 $53,237 0.0016% 1,532 $53,237 0.0013%
Loewengart, Irene 1,664 1,664 $57,824 0.0018% 1,664 $57,824 0.0014%
Lovitz, David 2,244 2,244 $77,979 0.0024% 2,244 $77,979 0.0019%
M. Westport Associates 3,412 3,412 $118,567 0.0037% 3,412 $118,567 0.0029%
Maayan Partners 9,616 9,616 $334,156 0.0103% 9,616 $334,156 0.0082%
Marvin, Morton 914 914 $31,762 0.0010% 914 $31,762 0.0008%
Marvin, Suzanne 76 76 $2,641 0.0001% 76 $2,641 0.0001%
Maynard, Jean 2,304 2,304 $80,064 0.0025% 2,304 $80,064 0.0020%
Mazer, David 6,724 6,724 $233,659 0.0072% 6,724 $233,659 0.0057%
Mazer, Richard 6,724 6,724 $233,659 0.0072% 6,724 $233,659 0.0057%
Mendik, Bernard 13,162 13,162 $457,380 0.0141% 13,162 $457,380 0.0112%
Mendik, Susan 976 930 1,906 $66,234 0.0020% 1,906 $66,234 0.0016%
Mendik, Susan Trust 36 4,474 4,510 $156,723 0.0048% 4,510 $156,723 0.0038%
u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, 0 $0 0.0000% 0 $0 0.0000%
Trustees of Trust "B"
u/w/o of Murray Silberstein 10,256 10,256 $356,396 0.0110% 10,256 $356,396 0.0087%
Mil Equities 6,667 6,667 $231,678 0.0071% 6,667 $231,678 0.0057%
Myers Group III, Inc. 17,641 17,641 $613,025 0.0189% 17,641 $613,025 0.0150%
Myers Group IV, Inc. 126,979 126,979 $4,412,520 0.1360% 126,979 $4,412,520 0.1077%
Nevas, Alan 1,636 1,636 $56,851 0.0018% 1,636 $56,851 0.0014%
Nevas, Leo 3,271 3,271 $113,667 0.0035% 3,271 $113,667 0.0028%
Nicardo Corporation 0 0 $0 0.0000% 0 $0 0.0000%
Novick, Lawrence 154 154 $5,352 0.0002% 154 $5,352 0.0001%
Oestreich, David A. 38,808 38,808 $1,348,578 0.0416% 38,808 $1,348,578 0.0329%
Oestreich, Joan E. 38,802 38,802 $1,348,370 0.0416% 38,802 $1,348,370 0.0329%
</TABLE>
<PAGE> 27
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Series A Value Percentage Series B Value Percentage Series C Value Percentage
Preferred of of Preferred of of Preferred of of
Units Series A Series A Units Series B Series B Units Series C Series C
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Oestreich, Sophy
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of John D.
Plum Partners L.P.
Prentice Revocable Trust, 12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard
Roche, Sara
Rolfe, Ronald
Rosenberg, Ilse
Rosenheim, Revocable Living
Trust of Edna
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Trust FBO Samuel
UWO Barbara Schwartz
Schwartz, Trust FBO Samuel
UWO Ellis Schwartz
Schwartz, Trust FBO Carolynn
UWO Barbara Schwartz
Schwartz, Trust FBO Carolynn
UWO Ellis Schwartz
Shapiro, Howard
Shapiro, Howard A.
Shapiro, Robert I.
Shasha, Alfred
Shasha, Alfred A. & Hanina
Shasha, Alfred & Hanina
Trustees UTA 6/8/94
Shasha, Robert Y.
Shasha-Kupchick, Leslie
Sheridan Family Partners, L.P.
Shine, William
Silberstein, John J.
Silbert, Harvey I.
Simons, Robert
Sims, David
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
Williams, John
---------------------------------- ----------------------------- ------------------------------
TOTAL 5,789,239 $297,508,992 100.0000% 3,400,000 $85,000,000 100.00% 4,600,000 $115,000,000 100.00%
---------------------------------- ----------------------------- ------------------------------
</TABLE>
<PAGE> 28
<TABLE>
- ----------------------------------------------------------------------------------------------------------------------------------
Series B-1 Value Percentage Series B-2 Value Percentage Series C-1 Value Percentage
Preferred of of Preferred of of Preferred of of
Units Series B-1 Series B-1 Units Series B-2 Series B-2 Units Series C-1 Series C-1
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Oestreich, Sophy
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of John D.
Plum Partners L.P.
Prentice Revocable Trust, 12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard
Roche, Sara
Rolfe, Ronald
Rosenberg, Ilse
Rosenheim, Revocable Living
Trust of Edna
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Trust FBO Samuel
UWO Barbara Schwartz
Schwartz, Trust FBO Samuel
UWO Ellis Schwartz
Schwartz, Trust FBO Carolynn
UWO Barbara Schwartz
Schwartz, Trust FBO Carolynn
UWO Ellis Schwartz
Shapiro, Howard
Shapiro, Howard A.
Shapiro, Robert I.
Shasha, Alfred
Shasha, Alfred A. & Hanina
Shasha, Alfred & Hanina
Trustees UTA 6/8/94
Shasha, Robert Y.
Shasha-Kupchick, Leslie
Sheridan Family Partners, L.P.
Shine, William
Silberstein, John J.
Silbert, Harvey I.
Simons, Robert
Sims, David
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
Williams, John
--------------------------------- ----------------------------- -----------------------------
TOTAL 899,566 $44,978,300 100.0000% 449,783 $22,489,150 100.00% 747,912 $37,395,600 100.00%
--------------------------------- ----------------------------- -----------------------------
</TABLE>
<PAGE> 29
<TABLE>
Class of Units
- ------------------------------------------------------------------------------------------------------------------------------------
Series D-1 Value Percentage Series D-2 Value Percentage Series E-1 Value Percentage
Preferred of of Preferred of of Preferred of of
Units Series D-1 Series D-1 Units Series D-2 Series D-2 Units Series E-1 Series E-1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Oestreich, Sophy
Oppenheimer, Martin J.
Oppenheimer, Suzanne
Oshatz, Michael P.
Phillips, Family Trust
UWO Edith
Phillips, Jonathan
Phillips, Lynn
Phillips, Estate of John D.
Plum Partners L.P.
Prentice Revocable Trust,
12/12/75
RCAY S.A.
Reichler, Richard
Reingold, Suzy
Roberts, H. Richard
Roche, Sara
Rolfe, Ronald
Rosenberg, Ilse
Rosenheim, Revocable
Living Trust of Edna
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Trust FBO Samuel
UWO Barbara Schwartz
Schwartz, Trust FBO Samuel
UWO Ellis Schwartz
Schwartz, Trust FBO
Carolynn UWO Barbara
Schwartz
Schwartz, Trust FBO
Carolynn UWO
Ellis Schwartz
Shapiro, Howard
Shapiro, Howard A.
Shapiro, Robert I.
Shasha, Alfred
Shasha, Alfred A. & Hanina
Shasha, Alfred & Hanina
Trustees UTA 6/8/94
Shasha, Robert Y.
Shasha-Kupchick, Leslie
Sheridan Family
Partners, L.P.
Shine, William
Silberstein, John J.
Silbert, Harvey I.
Simons, Robert
Sims, David
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
Williams, John
---------------------------------- ------------------------------ --------------------------------
TOTAL 3,500,000 $87,500,000 100.00% 549,336 $27,466,800 100.00% 4,998,000 $249,900,000 100.00%
---------------------------------- ------------------------------ --------------------------------
</TABLE>
<PAGE> 30
<TABLE>
Class of Units
- -----------------------------------------------------------------------
Common Units
---------------------------------
A C D
- -----------------------------------------------------------------------
<S> <C> <C> <C>
Oestreich, Sophy 4,610
Oppenheimer, Martin J. 338
Oppenheimer, Suzanne 338
Oshatz, Michael P. 0
Phillips, Family Trust UWO Edith 0
Phillips, Jonathan 3,364
Phillips, Lynn 3,364
Phillips, Estate of John D. 0
Plum Partners L.P. 0
Prentice Revocable Trust, 12/12/75 2,601
RCAY S.A.
Reichler, Richard 5,400
Reingold, Suzy 4,888
Roberts, H. Richard 39,426
Roche, Sara 3,364
Rolfe, Ronald 1,844
Rosenberg, Ilse 576
Rosenheim, Revocable Living
Trust of Edna 1,124
Rosenzveig, Abraham 3,744
Rubashkin, Martin 460
Rubin, Murray M. 3,364
Sahid, Joseph 1,844
Saunders, Paul 1,844
Saul, Andrew 20,196
Schacht, Ronald 988
Schwartz, Trust FBO Samuel
UWO Barbara Schwartz 4,278
Schwartz, Trust FBO Samuel
UWO Ellis Schwartz 256
Schwartz, Trust FBO Carolynn
UWO Barbara Schwartz 4,278
Schwartz, Trust FBO Carolynn
UWO Ellis Schwartz 256
Shapiro, Howard 932
Shapiro, Howard A. 336
Shapiro, Robert I. 3,364
Shasha, Alfred 5,770
Shasha, Alfred A. & Hanina 7,484
Shasha, Alfred & Hanina
Trustees UTA 6/8/94 13,676
Shasha, Robert Y. 1,710
Shasha-Kupchick, Leslie 3,418
Sheridan Family Partners, L.P. 15,944
Shine, William 2,766
Silberstein, John J. 75,140
Silbert, Harvey I. 19,976
Simons, Robert 3,364
Sims, David 52,938
Slaner, Estate of Alfred P. 0
Steiner, Phillip Harry 1,124
Steiner, Richard Harris 1,124
Tannenbaum, Bernard 912
Tannenbaum, Bernice 76
Tartikoff Living Trust 3,364
Winik, Trust U/W/O Carolyn 3,364
Watt, Emily 1,332
Wang, Kevin 72,458
Weissman, Sheila 664
Williams, John 2,244
---------------------------------
TOTAL 88,588,247 3,529,098 1,267,458
---------------------------------
</TABLE>
<PAGE> 31
<TABLE>
Total Value Percentage
Common Common Common Total Total Percentage
E Units Units Units Units Value Interest
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Oestreich, Sophy 4,610 $160,198 0.0049% 4,610 $160,198 0.0039%
Oppenheimer, Martin J. 338 $11,746 0.0004% 338 $11,746 0.0003%
Oppenheimer, Suzanne 338 $11,746 0.0004% 338 $11,746 0.0003%
Oshatz, Michael P. 0 $0 0.0000% 0 $0 0.0000%
Phillips, Family Trust UWO Edith 0 $0 0.0000% 0 $0 0.0000%
Phillips, Jonathan 3,364 $116,899 0.0036% 3,364 $116,899 0.0029%
Phillips, Lynn 3,364 $116,899 0.0036% 3,364 $116,899 0.0029%
Phillips, Estate of John D. 0 $0 0.0000% 0 $0 0.0000%
Plum Partners L.P. 0 $0 0.0000% 0 $0 0.0000%
Prentice Revocable Trust, 12/12/75 2,601 $90,385 0.0028% 2,601 $90,385 0.0022%
RCAY S.A. 0 0 $0 0.0000% 0 $0 0.0000%
Reichler, Richard 5,400 $187,650 0.0058% 5,400 $187,650 0.0046%
Reingold, Suzy 4,888 $169,858 0.0052% 4,888 $169,858 0.0041%
Roberts, H. Richard 39,426 $1,370,054 0.0422% 39,426 $1,370,054 0.0335%
Roche, Sara 3,364 $116,899 0.0036% 3,364 $116,899 0.0029%
Rolfe, Ronald 1,844 $64,079 0.0020% 1,844 $64,079 0.0016%
Rosenberg, Ilse 576 $20,016 0.0006% 576 $20,016 0.0005%
Rosenheim, Revocable Living 0 $0 0.0000% 0 $0 0.0000%
Trust of Edna 1,124 $39,059 0.0012% 1,124 $39,059 0.0010%
Rosenzveig, Abraham 3,744 $130,104 0.0040% 3,744 $130,104 0.0032%
Rubashkin, Martin 460 $15,985 0.0005% 460 $15,985 0.0004%
Rubin, Murray M. 3,364 $116,899 0.0036% 3,364 $116,899 0.0029%
Sahid, Joseph 1,844 $64,079 0.0020% 1,844 $64,079 0.0016%
Saunders, Paul 1,844 $64,079 0.0020% 1,844 $64,079 0.0016%
Saul, Andrew 20,196 $701,811 0.0216% 20,196 $701,811 0.0171%
Schacht, Ronald 988 $34,333 0.0011% 988 $34,333 0.0008%
Schwartz, Trust FBO Samuel 0 $0 0.0000% 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $148,661 0.0046% 4,278 $148,661 0.0036%
Schwartz, Trust FBO Samuel 0 $0 0.0000% 0 $0 0.0000%
UWO Ellis Schwartz 256 $8,896 0.0003% 256 $8,896 0.0002%
Schwartz, Trust FBO Carolynn 0 $0 0.0000% 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $148,661 0.0046% 4,278 $148,661 0.0036%
Schwartz, Trust FBO Carolynn 0 $0 0.0000% 0 $0 0.0000%
UWO Ellis Schwartz 256 $8,896 0.0003% 256 $8,896 0.0002%
Shapiro, Howard 932 $32,387 0.0010% 932 $32,387 0.0008%
Shapiro, Howard A. 336 $11,676 0.0004% 336 $11,676 0.0003%
Shapiro, Robert I. 3,364 $116,899 0.0036% 3,364 $116,899 0.0029%
Shasha, Alfred 5,770 $200,508 0.0062% 5,770 $200,508 0.0049%
Shasha, Alfred A. & Hanina 7,484 $260,069 0.0080% 7,484 $260,069 0.0064%
Shasha, Alfred & Hanina 0 $0 0.0000% 0 $0 0.0000%
Trustees UTA 6/8/94 13,676 $475,241 0.0146% 13,676 $475,241 0.0116%
Shasha, Robert Y. 1,710 $59,423 0.0018% 1,710 $59,423 0.0015%
Shasha-Kupchick, Leslie 3,418 $119,776 0.0037% 3,418 $118,776 0.0029%
Sheridan Family Partners, L.P. 15,944 $554,054 0.0171% 15,944 $554,054 0.0135%
Shine, William 2,766 $96,119 0.0030% 2,766 $96,116 0.0023%
Silberstein, John J. 75,140 $2,611,115 0.0805% 75,140 $2,611,115 0.0638%
Silbert, Harvey I. 19,976 $694,166 0.0214% 19,976 $694,166 0.0170%
Simons, Robert 3,364 $116,899 0.0036% 3,364 $116,899 0.0029%
Sims, David 52,938 $1,839,596 0.0567% 52,938 $1,839,596 0.0449%
Slaner, Estate of Alfred P. 0 $0 0.0000% 0 $0 0.0000%
Steiner, Phillip Harry 1,124 $39,059 0.0012% 1,124 $39,059 0.0010%
Steiner, Richard Harris 1,124 $39,059 0.0012% 1,124 $39,059 0.0010%
Tannenbaum, Bernard 912 $31,692 0.0010% 912 $31,692 0.0008%
Tannenbaum, Bernice 76 $2,641 0.0001% 76 $2,641 0.0001%
Tartikoff Living Trust 3,364 $116,899 0.0036% 3,364 $116,899 0.0029%
Winik, Trust U/W/O Carolyn 3,364 $116,899 0.0036% 3,364 $116,899 0.0029%
Watt, Emily 1,332 $46,287 0.0014% 1,332 $46,287 0.0011%
Wang, Kevin 72,458 $2,517,916 0.0776% 72,458 $2,517,916 0.0615%
Weissman, Sheila 664 $23,074 0.0007% 664 $23,074 0.0006%
Williams, John 2,244 $77,979 0.0024% 2,244 $77,979 0.0019%
------------------------------------------------ ----------- -------------- ---------
TOTAL 0 93,384,803 3,243,076,151 100.0000% 118,318,639 $4,095,314,993 100.0000%
----------------------------------------------- ----------- -------------- ---------
</TABLE>
(1) Directly and through the following subsidiaries: Vornado Finance Corp.,
Vornado Investments Corporation, 40 East 14 Realty Associates General
Partnership, 825 Seventh Avenue Holding Corporation, Menands Holding
Corporation, and Two Guys From Harrison, N.Y., Inc.
(2) Pledged. (See Section 11.3.F of the Operating Partnership Agreement.)
<TABLE>
<CAPTION>
Common Units
- ------------
<S> <C>
Vornado 85,923,848
Original Mendik Partners 4,788,237
Newkirk Partners 1,422,425
Kennedy Partners 419,915
Freezer Services Partners 144,620
Westport Partners 8,319
770 Broadway Partner 458,964
20 Broad Partners 16,064
High Point Partners 202,411
----------
93,384,803
==========
</TABLE>
<PAGE> 32
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
9th Floor Associates 736
Aaron Albert A 4,413
ABC Carpet 3,310
ABC Carpet 2,132
Adams, Boyce 736
Adams, Denton L. 1,066
Adam, Mahmoud 1,324
Alexander, Clifford 3,503
Allen Richard 1,104
Allen, Charlotte trust 8,826
Allen, Michael 2,648
Allen, William A 1,104
Allison, John W. 1,066
Allison, Enide 2,207
Allsion, Donald 1,104
Amaradio Anthony J. 8,826
Amato, Alfonso 990
Anastasio, Martin 1,181
Andersen, Ronald D. 1,066
Anderson-Dazey A Partnership 2,795
Anderson, C 736
Anderson, Jack 1,752
Anderson, Kent 2,942
Anderson, Ronald R 2,132
Angiuli, Michael 2,942
Ard, Marsha 442
Argyle Ltd. 4,413
Armbruster, Raytmond 2,437
Arnold, John R. 4,413
Asher, George 7,462
Asher, George 1,030
Ashford, Will 2,361
Auray, Delbert L 2,437
Austin, Michael 1,104
Bailey, Carl 736
Bain, Robert 2,132
Balda, John 736
Ballard, Thurman 2,132
</TABLE>
Page 1
<PAGE> 33
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Bardaglio, George W. 686
Barksdale, Larry 1,181
Barlett, Danny A 572
Barnard, Bob 2,942
Barnes, Dianne H. 2,207
Barnes, Roy 1,104
Barnett, Kimbrew 662
Barnett, William 662
Barrett, Robert 1,729
Barwick, Edward 990
Beall, M. Scott 1,447
Bear Lake Partners 4,413
Bear, Jack I. 610
Beckett, Carolyn 13,238
Belk, Dewitte 2,437
Bellini, Carl 2,285
Belli, Elmer 3,808
Bell, Robert L 2,207
Belzer, Irvin S 552
Benkwith, Sanders 990
Bennett, Thomas 1,177
Benson, James 1,104
Berenson, Richard 4,569
Berman, Stanley 3,678
Bernatchez, Ernest 662
Berolzheimer, Philip 1,030
Berry, Rex 610
Bharathi, Aiyanadar 762
Bhatia, Neera 2,132
Bice Jr, Robert 1,219
Bice, Robert 1,143
Bistline, F 552
Bjorkman, Lars 1,104
Black, Michael 2,970
Black, Roy G. 1,839
Blanke, Richard 1,066
Blass, Bill 1,545
Blessing, Norbert 3,427
</TABLE>
Page 2
<PAGE> 34
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Blincow, Donald 1,066
Block, Harlan & Sandra 589
Bloomfield, Donald P. 368
Blose, R. Dennis 2,437
Boas, Donald 2,207
Bolger, Margaret 1,219
Bonaventure, Robert 305
Bonsanti, Robert L. 572
Boorstein, William 724
Bourque, J 736
Bourque, J 762
Bower, Thomas 1,177
Bowman, Donald 1,104
Bradley, Arthur 589
Brady, Alfred B 762
Brady, Timothy 368
Brand, Michael 4,413
Bransford, Helen 1,219
Bransford, JMD 1,219
Bransford, John 1,219
Bressler, R.M. 736
Briant, Andy 1,066
Broidy, Steven D 2,207
Brown, Gordon R. 2,285
Bruch, Thomas 1,104
Brunson, Kenneth 1,143
Brylawski, E. Fulton 7,615
Buchanan, Keith 572
Buch, Wally S. 1,599
Buck Trust 1,030
Buncher, James E 914
Burke, Joseph T. 1,104
Bussing, Constance 1,752
Bustrum, Glenn 305
Busuttil, Ronald 2,207
Butterworth, Jr., Thomas 1,324
Byers, J.S. 4,413
Byrnes, Don 610
</TABLE>
Page 3
<PAGE> 35
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Byron, Mark & Barb 1,143
Cameron, Harold B 762
Campanelli, Nicholas 2,285
Cannon, Charles 4,569
Carpi, Leonard 1,066
Carroll, Druscilla 295
Carson, James 368
Cefalo, Robert 952
Cenci, Robert 295
Chaine Gerald H 3,960
Chestnut, William J. 1,839
Choate, Guy 552
Choice Investment 3,457
Chupp, Verlin R. 1,324
Chynoweth, Alan G. 2,132
Clardy, Bertha 2,207
Clarkson, James 1,030
Clove, Leonard 1,066
Cogan, James 762
Cohen, Albert H 3,678
Cohen, Jerry 610
Colaco, Mary 2,132
Coleman, John 552
Cole, Gordon 305
Cole,E Herschel 1,177
Collins Oldsmobile 1,030
Collins, David L 2,132
Collins, Fred 1,066
Conrad, Allan 2,574
Coulson, Jr., Frank 552
Cowan, Gary 368
Cozine, William 1,676
Craig, William 515
Crosby, Robert 1,523
Crossland, Robert 533
Crout, J. Richard 1,143
Crowe, Arthur 589
Cruz, Peter 1,324
</TABLE>
Page 4
<PAGE> 36
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Cummings, Paul 1,030
Cunnington, Thomas 1,030
Cutler, Verne 952
D & T Real Estate 2,132
Dalgleish, J. Martin 1,904
Dalton, John 762
Dalton, Wallace 2,207
Dalton, Wallace 1,471
D'Angelo, George J. 2,942
Daniel, Barry 368
Davidson, Eugene 2,285
Davini, Dave 990
Davini, David 305
Decker, Gary 572
Deeney, Terrence 883
Derck, Anthony D. 3,046
Derkson, DJ 3,457
Dever, Michael 1,030
Dhailiwal, Avtar 2,437
Dickerman, Sidney 610
Dixon, Richard Jobie 1,714
Dofour, John 495
Dolgin, Lyla 1,030
Dominey, Sam 8,528
Donnelly, Vincent T 1,104
Donnelson, Ken 2,207
Dosch, Darwin B. 1,104
Doss, David 762
Douglas & Canipe Ass. 2,285
Draper, Jean L. 914
Drayer, Jan I.M. 305
Drewery, Ruth 2,742
Drotleff, James R. 1,030
Drucker, Richard 1,104
Druker, Esmond 572
Dudzik, Thaddeus 1,676
Dugger, Ronald F. 305
DuPont, Frank 2,132
</TABLE>
Page 5
<PAGE> 37
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Earle, Harry 572
Eazell, Dale 295
Eddy, Donald L 305
Eisenberg, Ivan 2,574
Eisenberg, Ivan & Bernice Trust 2,132
Ellis, Rodgers 762
Ellis, Rodgers 1,523
Ellis, Vernon 762
Elowitt, Steven 2,207
Elo, Denis 305
Elsen, Paul 736
Elson, William O 952
Engdahl, Gordon 736
Engelstein, Charles 1,219
Engel, Lee 2,285
Englehorn, T.D. 1,980
Epprecht, Walter 736
Epprecht, Walter 4,264
Epstein, Harold 883
Epstein, Raymond 4,413
Epstein, Ted 1,030
Erdle, Jack 1,030
Erlicht, Lewis 1,066
Ettari, Frank 1,030
Eurdolian, John 2,285
Ewing, John 1,143
Fadal, Richard G. 762
Fairchild, Paul W. 2,285
Farkas, Benjamin & Ellen 2,207
Feinberg, Donald & Marilyn 1,980
Feinberg, William 368
Feldman Trust 2,648
Fields, Nellie 3,046
Fierle, Robert 1,030
Fike, Lester L 4,569
Fike, Lester L., Jr. 5,590
Fillhardt, Charles 1,104
Finkel, Gary 2,285
</TABLE>
Page 6
<PAGE> 38
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Fink, Donald 1,104
Fishman, Yoram 552
Flandry, Robert E., Sr. 2,795
Fleischman, Charles 1,030
Flekman, Manny 1,143
Fleming, Richard 773
Flood, James C. 4,569
Florian, U 736
Flynn, James 368
Fox, Steven Kirk 3,198
Frankel, Edward 736
Frankel, Nancy 952
Frawley, David A. 1,030
Friedlaender, Trust 1,104
Friou, Roger 1,104
Funderburk, Larry 762
GA & Orachien Partnership 4,569
Galbraith, Robert 1,030
Galler, Andrew 1,143
Gants, Robert 610
Gardner, John 572
Gardner, Ronald 1,324
Gatlin, Larry W 2,132
Gavranovic, William J 1,471
Gay, Robert 1,104
Geesaman, Richard 305
George E. Esham,MD 1,523
Gerstel, Bryan R 1,177
Gibbons, Gerald 610
Gibson, John 2,437
Gibson, William 762
Gish, James 1,523
Glass, Cecil 1,066
Glass, Jr. John 2,648
Glazer, Dennis 1,839
Godchaux Bros. 2,132
Goddard, John 1,143
Godwin, James 533
</TABLE>
Page 7
<PAGE> 39
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Goldman, James 1,143
Golick Living Trust 4,413
Goodman, Daniel E 1,904
Gorenstein, Aryeh 589
Gradisar, Ivan A 1,143
Grant, Paul 1,828
Greenberg, Arnold 1,324
Greene, Andrew 572
Green, Edward H 610
Gregorich, Norbert J 3,808
Grodsky, Michael 1,904
Grodsky, Ronald 1,904
Grossman, Thomas G. 762
Guthrie, Frank 572
Haas, Fox 990
Haas, John 8,826
Haas, John & Chara 9,138
Hackett, Robert D 686
Hagan, John 762
Hales, Donald 1,030
Hall, Diane Holmes 2,285
Hall, Lyle 1,030
Halpern, Andrew 762
Hames, Barbara R 4,874
Hamill, Joseph 2,207
Hamilton, Robert 1,398
Hamlin, Charles 1,030
Hampf, Frederick 1,471
Hancock, Rodney 1,143
Hanna Family Tr. 736
Hanna Trust 1,398
Hannah, Ray 1,986
Hargis, Donald 1,143
Harisis, TG 4,413
Harmon & Associates 35,301
Harris, Arthur 1,219
Harris, Donald 2,132
Harris, Rosalyn 2,132
</TABLE>
Page 8
<PAGE> 40
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Hartley, Edith S. 2,437
Harwood, James 1,324
Hawkins, Thad 4,569
Hedgecock, Jasper 762
Hendee, Roy 1,447
Hendricks, Larry 2,132
Her Invrestments 1,471
Herrera, Alfred J. 305
Hesser, William 572
Hess, Charles 2,285
Hess, Charles 1,523
Higgins, Charles 762
Hilb, Justin 2,285
Hildebrand, Boren 1,471
Hinds, Don 1,523
Hoag, Elizabeth 1,471
Hochfelder, Gene 2,354
Hodes, Abram & Mildred 1,219
Hodes, Abram & Mildred 1,324
Hoffman, Herbert 368
Hoffman, Joseph 736
Holland Estate 368
Holly, James 762
Holly, James 3,731
Holwell, Robert 2,795
Hopkins, George 1,066
Hornstein, Eugene 952
Horton, Janie 762
Howie, Michael 1,219
HSB Equipment 3,046
Huckel, Hubert E. 1,066
Hueser, James N 3,678
Hullverson, Thomas 4,569
Hunt, Albert A 533
Hunt, Albert A. 533
Hunt, Tanner Trett 305
Hurtig, Barbara 1,104
Huse, Stephen 1,324
</TABLE>
Page 9
<PAGE> 41
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Hutchinson, Charles P 2,285
Hyde, Richard 2,942
Ingram, Edith C. 589
Interstate Heating 3,655
Isenstadt, Fred 1,219
Iverson, Larry MD 736
Izbicki, Carl 1,030
Jabin, Norman E. 1,143
Jae Trust 368
Jae Trust 6,092
Jagoda-Pyle Partnership 3,678
Jagoda, Jo Kurth 1,523
Jankiewicz, Stanley 2,437
Jasper, Herbert 838
Joel J. West, MD 1,523
Johnson, Carl 736
Johnson, Roland 662
Johnson, Samuel 736
Johnson, Samuel 1,143
Johnson, Tom 952
Johnson, Tom 1,839
Johns, R 572
Johns,O 368
Jones, Charles H 5,516
Jones, Norman 920
Joshua, Baskaran 736
Kahn, P. Frederick 2,207
Kalinowski, Ed 305
Kanner, Robert 662
Kates, Richard 589
Kates, Richard 990
Kearns, Lyles 3,972
Kenan, Thomas S. III 4,569
Kendrick, Frank 2,132
Kilpatrick, William 368
Kimball, David 2,207
Kimball, Richard R. 2,207
Kimmel, Marvin 1,030
</TABLE>
Page 10
<PAGE> 42
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Kingmont Corporation 4,569
King, Michael S. 1,066
King, Steven G 1,143
Kinsel, Joe 2,437
Kinsel, Joe Jr 2,437
Kirschner, Helen 2,132
Kiyasu, William 1,066
Klausner, Joel 3,503
Klein, Albert 1,219
Klugow, Allen 1,104
Klump, Rob 736
Kmeta, Walter 2,207
Koboli, Daryoush 1,839
Koch, Karl 1,219
Koch, Karl 1,030
Koplik, Michael 1,752
Kosta, Nicholas 4,413
Kostin, Ben 589
Krusemark, FD 1,324
Kurzweg, III, Victor 1,904
Lahourcade, John 686
Laing, Gerald 442
Lamar Airways 2,285
Lampman, J 368
Landolfi, Anthony 2,207
Lange, Norman M. 952
Lattimore, James 990
Lee, William 1,030
Lenfest, H.F. 2,285
Leonard, James 1,066
Lerman, Stephen 920
Leslie, Seymour 2,354
Levine, Harris B 1,143
Levine, Joseph 1,066
Levy, Irvin 3,808
Lewis, Robert 2,795
Lindsey, Mildred & John 1,104
Lind, Dennis 662
</TABLE>
Page 11
<PAGE> 43
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Linscomb & Williams 838
Lipson, Eugene 533
Locke, Karl 762
Lodyga, Ervin 662
Loeb, Stanley 1,104
Lohavichan, Virat 4,569
Lombardo, John 2,132
Lombardo, John 1,030
Long, M 2,437
Long, M Phillip 11,032
Lowenraub, Jerome 1,676
Lowe, Jonathan/Bihary, Joyce 610
Lowinger, Louis 2,132
Lowinger, Morris 2,354
Lowinger, Morris 2,132
Ludwig, Glen L 8,528
Lyman, C. Bradley 1,980
Lynn, Emerson 2,285
L.S.B. Partners 2,285
MacIlwaine, John 305
Madden, Joan 762
Madera Corporation 920
Madsen,, H. Stephen 1,839
Mahler, Glenn 244
Mallin & Swersky 914
Manasevit, Stanley 1,980
Manders, Gus H 515
Manders, Gus H 1,104
Maney, Thomas 1,143
Maple City Ice Company 4,569
Margolis, Barbara 2,132
Marks, Sara Ann Gross 6,092
Marshall, Chester 515
Maruyama, Herbert H. 762
Mathur, Arun K 2,437
Mathur, Arun K. 2,132
Mativi, Rob 1,904
Matthews, Arthur J 368
</TABLE>
Page 12
<PAGE> 44
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Mayo, Joseph 2,132
May, Robert S. 1,143
Mc Cleary, Dale L 762
McBain, Laurie 2,132
McBain, Laurie 2,207
McConnell, Robert G 762
McCool, Michael F 305
McDowell, Larry 1,839
McElroy, Michael 1,980
McKay, Malcom A 2,795
McKee, Elsworth 4,569
McKee, Jack 4,569
McKenna, James 1,980
McNeill, Gilbert 993
McNeill, Jack G 762
McNeil, Steven 1,219
McSpadden, Floyd 610
McSpadden, Patti P 610
Meador, Moorman 1,471
Meck Company 4,413
Meicher, Gordon 589
Meil, Leslie A. 2,132
Merlos, J 920
Methvin, Gaynell 736
Metz, Lawrence N. 1,471
Meyer, Gary 736
Micheli, Donald 1,177
Millenium (replace KT) 2,207
Minkoff, Leon & Janet 1,523
Misrach, Ivan 1,219
Mitchell, George 4,569
Mitchell, George 4,119
Mitchel, David 2,285
Mitchel, Stephen 2,285
Mitchel, Thomas 2,285
Montgomery, G 762
Morrison, Robert 1,104
Morris, David 1,030
</TABLE>
Page 13
<PAGE> 45
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Mortimer, Susan & Philip 736
Morton, Richard 1,030
Murray, John 1,030
Murray, Jr., John 2,648
Murray, Larry 2,648
Nassi, Albert 3,046
Nelson, A 2,207
Nelson, Donald 993
Nelson, Erven & Frankie 1,287
Nelson, John 1,143
Neumann, Nicholas H. 2,171
Newhouse, Jeff 1,104
Newlin, Michael 920
Noble, Marvin J. 1,523
Odom, Douglas 1,447
O'Hara, Pat 2,207
Olson, Edmund 589
Olson, Joyce 421
Omnibus Associates 4,413
O'Neill, Hugh 1,030
Oppenheim, Joan 736
Ordway, John 4,569
Outten, Claude 1,104
Owen, Kenneth D 368
Owen, Pere A. 610
Owen, R 736
Panama 2,437
Panter, Gideon 1,471
Parker, Max 552
Parris, Daniel 736
Pasqualicchio, Gary 952
Patel, Jagdish 952
Pearson, Lyle 1,523
Peavyhouse, Joel 1,219
Peraldo Trust 2,132
Peraldo, Ronald L. 1,066
Perry, William 993
Peterson, Charles 3,046
</TABLE>
Page 14
<PAGE> 46
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Pettis, Charles 1,030
Petzall, Gerhard 2,285
Phan, Nguyen K 1,104
Picazio, Stephen J. 495
Plitt, Eugene 2,437
Pociask, William H. 4,413
Poisner, Werner 762
Poma, Gino S. 4,264
Pomeranz, Steven L 610
Porter, Randall 1,066
Powell, Willis M 1,904
Presser, Neil N 1,324
Prischak, Joseph 1,030
Procter, Doak 1,219
Procter, Doak C. Jr. 610
Provenzano, Richard 1,324
Pruett, James 1,828
Quaritius, Jack 572
Quaritus, Jack 773
Quinn, Robert 2,132
Rabinowitz, Ivy 3,655
Randall, Zane 883
Ranvir Ltd. 762
Ray, Subrata 1,839
Raznick, David 1,104
REB Investments 990
Redman, Larry 1,324
Reeves, T. Joseph 2,132
Regan, Gerald P 1,177
Regan, Gerald P. 2,207
Riemenschneider, Herbert 1,523
Ringler, Charles 2,207
Roberts, John 552
Robinson, Alden 368
Robinson, Paul 736
Roe, Maudi 1,066
Rogers, Gary 1,904
Rogers, I. David 2,132
</TABLE>
Page 15
<PAGE> 47
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Romano, Jule 3,046
Rome, Mike 552
Rosenberg, Elliott 1,904
Rosen, Arlene 1,030
Ross, Charles Ronald 990
Rothman, Robert & Donna 610
Roth, Elliot 35
Roth, Elliot 30
Roth, Elliot 29
Roth, Elliot 12
Roth, Elliot 31
Roth, Elliot 7
Roth, Elliot 11
Roth, Elliot 22
Roth, Elliot 70
Rudar, Norman 610
Ruder, Norman 2,207
Rushton, Alvey 1,030
Russo, James 1,398
Rusthoven, Terry 876
Rust, Dale M 990
Rutledge, III, Guy 2,361
Sadar, Edward 2,285
Sadovsky, Marvin 1,324
Sajan Financial 2,132
Sarrafian, Edgar 762
Satiani, Bhagwan 762
Satiani, Bhagwan 1,839
Sato, Sam I 2,132
Saunders Trust 1,066
Savidge, Samuel 572
Scandizzo, John 2,285
Schaeffer, Karl 1,676
Schatten, Joan 610
Schiebler, Audrey 1,181
Schiebler, Audrey L 305
Schmidt, Benno C. 1,030
Schmidt, Jareen 1,030
</TABLE>
Page 16
<PAGE> 48
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Schmidt, Terrence 876
Schneider, Sandra 589
Schneider, Sandra 1,104
Scholz, Jack V. 368
Schuessler, Carl 1,030
Schwartz, Arnold 773
Schwartz, Harold 1,471
Scott, Arthur 1,324
Scott, Brian 662
Scott, Gary 2,942
Seed, John 1,447
Segale, Angelo 1,030
Selinger, Irwin 736
Sensenbrenner, John 2,132
Shagin, Felix 1,066
Shalam, John 1,219
Shapiro, Michael 552
Sharpe, Lawrence 295
Sheets, Phillis J. 736
Sher, David 736
Shieldknight, Jimmy 1,177
Shieldknight, Marcia 589
Shink, Simon 610
Shneider, David 1,030
Shollenberger, Dorothy 2,285
Sigmund, Charles A. 572
Silverstein, Stephen 1,471
Silverstein, Stephen 1,030
Smith, Boyd 4,413
Smith, De Lancey A 589
Smith, George 2,207
Smith, John 1,030
Smith, Laurence R. Jr. Trust 2,795
Smith, Leslie E 2,132
Smith, Nathan 1,066
Smith, Sherwood 1,904
Smith, Stanley R. 2,132
Smith, Vernon 1,980
</TABLE>
Page 17
<PAGE> 49
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Soderberg, Joe 1,030
Solitare, Samuel 4,264
Sommers, Steven 1,177
Sorenson, John 2,132
Sosebee, Lee Allen 3,678
Soskin, William 2,207
Southwest Trust 2,132
Sparks, Sam 1,104
Sparveri, Joseph W 589
Spencer, Donn 920
Spillar, Max L 1,471
Splan, Craig 762
Stafford, Louis 1,030
Stagnari, Elliott 1,828
Stagnari, Ronald E. 610
Stallworth, William 736
Starr, Irwin P. 305
Steinbrink, William 1,471
Stein, Robert 1,219
Stellato, Robert 1,104
Stenger, Michael 1,523
Stephens, Charles 1,030
Stern, Larry & Karen Lee 2,207
Stevens, Kenneth 1,066
Stevens, Lester F. 2,132
Stevens, Ralph 1,714
Stewart, Charles E. 2,132
Stinghen, Donato 515
Stocknoff, Alan 4,264
Stoddard, Ed 2,132
Stone, Justin 572
Strepig, Charles 184
Stufflebam, Rob 662
Stufflebam, Robert 724
St. Clair, Jr., Wilbur 952
Sullivan, Denis 1,143
Sullivan, James F. 1,839
Summers, Carrol E. 2,132
</TABLE>
Page 18
<PAGE> 50
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Sundt, Estate of Thoralf 572
Sussman, Bernard 2,207
Swann, E.F 1,104
Swann, Thomas 1,655
Swaykus, Bernard T. 572
Sweet Family Ltd. Ptshp. 1,523
Sweet, Ross 1,066
Swirsky, Myrna 1,980
S.P. Revocable Trust, Peck 2,285
Tabbush, Jack 1,104
Taufield, Jeffrey Z. 305
Taylor Trust 515
Taylor, William 368
Temkovits, Robert H. 552
Thomas, M. Ross 2,285
Thompson, Kent 1,181
Thompson, Robert 184
Thyrre, Marilyn 2,207
Tisch Tenants 2,207
Toolan, John P. 4,569
Tramontozzi, Anthony 4,721
Trautman, William E 736
Tromp, Leonard S 2,132
Trudeau, Garretson 736
Trumble, Ed 2,132
Trumble, Edward 1,545
Trumble, Edward P 1,030
Tucker, Richard 1,030
Tupler, Austin 2,207
Turman, David 952
Turner, Clyde T. 4,413
Twining, Paul 589
Uible, John 4,569
Uible, John 2,207
Underwood, Leonard 3,678
Usgaonker, RS 2,942
Van Meter, Stephen & Sharon 3,960
Van Wieren, Clare 2,437
</TABLE>
Page 19
<PAGE> 51
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Vanadurongvan, Kanya 572
Vance, Robert 920
Varble, Daniel 2,207
Vaughn Petroleum 4,264
Vaughn Petroleum 21,473
Vaughn, Thomas F. 1,143
Vigil, Dr. Alfredo 610
Wakefield, William J 368
Waldorf Associates 2,285
Waldorf, Kenneth 3,731
Walker, Barret 876
Wallace, John 1,177
Walter Eprecht And 1,398
Wander, John 1,066
Ware, Charles T. 736
Ware, Cornelius 2,942
Ware, Cornelius S. 1,471
Ware, Lamar 1,143
Watson, Diane Berenson 2,285
Weatherbee, Robert 762
Weavil, David 736
Webb, Philip 305
Webb, Rhonda 305
Weiner, Stanford 2,207
Weintraub, George 368
Weiss, Benjamin J 1,219
Weiss, Stanley 2,132
Wenck, William A. 368
Wesson, Craig 1,143
West Elizabeth Lumber 1,471
West, Gerald 368
West, Joel J 305
Wheaton, Richard 2,437
Whisler, Jon 552
White, Martin 1,219
Whitley, Gerald 876
Wiegand, Edwin 1,219
Williamson, Heidi 2,285
</TABLE>
Page 20
<PAGE> 52
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Williams, Charles 1,143
Wilner trust 1,398
Wilson, Plato 4,413
Wilson, Plato 2,354
Wilson, Susan 2,132
Wilson, W 589
Windfeldt, Peter 610
Witten, M.D. Bruce 2,795
Witt, W. Thurman 2,285
Wolf, Albert 3,046
Wolf, Ronald 305
Woodman, Stephen 876
Wood, Dennis 1,839
Wood, James 1,219
Wood, James 1,219
Wright, John 412
Wright, Kenneth 2,132
Wright, Kenneth 2,060
Wyler, David 153
Wyler, Katherine 153
Yassine, Zouhair 2,285
Youngblood, Alice 1,030
Zack, Herbert 4,413
Zack, Ronald 4,569
Zisser, Barry 1,324
Zubowski, Gale 2,207
----------------
1,353,204
================
</TABLE>
Page 21
