<PAGE> 1
As filed with the Securities and Exchange Commission on March 17, 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): March 3, 1999
Commission File Number: 1-11954
VORNADO REALTY TRUST
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
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)
</TABLE>
(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.
VORNADO INCREASES INVESTMENT IN CHARLES E. SMITH COMMERCIAL REALTY L.P. TO 34%
As of March 3, 1999 Vornado Realty Trust made an additional $242
million investment in Charles E. Smith Commercial Realty L.P. ("Smith") by
contributing to Smith the land under certain Smith office properties in Crystal
City, Arlington, Virginia and partnership interests in certain Smith
subsidiaries. Vornado acquired these assets from Commonwealth Atlantic
Properties, Inc. ("CAPI"), an affiliate of Lazard Freres Real Estate Investors
L.L.C., immediately prior to the contribution to Smith. Together with Vornado's
investment in Smith made in 1997 and the units it is reacquiring today from
Vornado Operating Company, Vornado now owns approximately 34% of Smith's
limited partnership units. In addition, Vornado acquired from CAPI for $8
million the land under a Marriott Hotel located in Crystal City.
The purchase price was paid to CAPI by Vornado issuing $250 million of
6% Convertible Preferred Units of Vornado's operating partnership. The Preferred
Units are convertible at $44 per unit and the coupon increases to 6.50% over the
next three years and then fixes at 6.75% in year eight. Vornado will appoint one
of three members to the Smith Board of Managers, increasing under certain
circumstances to two of four members in March 2002.
In connection with these transactions, Vornado agreed to make a
five-year $41 million loan to CAPI with interest at 8%, increasing to 9% ratably
over the term. The loan will be secured by approximately $55 million of the
Vornado units issued to CAPI as well as certain real estate assets.
Smith owns interests in a total of 10.7 million square feet of office
properties in Northern Virginia and Washington, D.C., and manages an additional
14.6 million square feet of office and other commercial properties in the
Washington, D.C. area.
VORNADO INCREASES INVESTMENT IN NEWKIRK JOINT VENTURES
In March 1999, Vornado and its joint venture partner in the Newkirk Joint
Ventures completed an acquisition of additional equity interests in various
limited partnerships which own real estate. Vornado has an approximately 30%
interest in the Newkirk Joint Ventures. Vornado's investment was approximately
$52 million, consisting of units of limited partnership interest in Vornado
Realty, L.P. valued at approximately $47.3 million and approximately $4.6
million in cash.
VORNADO AGREES TO SELL SERIES B PREFERRED SHARES IN PUBLIC OFFERING
On March 12, 1999, Vornado Realty Trust and Vornado Realty L.P. entered
into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, PaineWebber Incorporated,
Prudential Securities Incorporated and Salomon Smith Barney Inc., as
representatives of the several underwriters named in the underwriting
agreement, relating to the issuance and sale by Vornado of an aggregate of 3
million 8.5% Series B Cumulative Redeemable Preferred Shares, liquidation
preference $25.00 per share, no par value (the "Series B Preferred Shares"), of
Vornado for an aggregate purchase price of approximately $72.6 million. The
issuance and sale of the Series B Preferred Shares is expected to be
consummated on March 17, 1998 and is subject to customary closing conditions.
Vornado has granted the underwriters an option, exercisable for 30 days after
March 12, 1999, to purchase up to 450,000 additional Series B Preferred Shares,
solely to cover overallotments. If this option is exercised in full, the total
proceeds to Vornado will be approximately $83.5 million. Expenses payable by
Vornado in connection with the offering of the Series B Preferred Shares are
estimated at approximately $405,000.
- 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:
Exhibit No. Description
1.1 Underwriting Agreement, dated March 12, 1999, among Vornado
Realty Trust, Vornado Realty L.P., Merrill Lynch, Pierce
Fenner & Smith Incorporated and the other underwriters named
therein.
3.1 Fifth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of March
3, 1999 (Issuance of Series E-1 Convertible Preferred Units
to Commonwealth Atlantic Properties, Inc.).
3.2 Exhibit A to Second Amended and Restated Agreement of Limited
Partnership of Vornado Realty L.P., dated as of March 11,
1999 (Newkirk Acquisition).
3.3 Articles Supplementary to Declaration of Trust of Vornado
Realty Trust with Respect to Series B Preferred Shares.
99.1 Press Release of Vornado Realty Trust, dated March 4, 1999.
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: March 17, 1999
-4-
<PAGE> 5
Index to Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated March 12, 1999, among Vornado
Realty Trust, Vornado Realty L.P., Merrill Lynch, Pierce
Fenner & Smith Incorporated and the other underwriters named
therein.
3.1 Fifth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of March
3, 1999. (Issuance of Series E-1 Convertible Preferred Units
to Commonwealth Atlantic Properties, Inc.)
3.2 Exhibit A to Second Amended and Restated Agreement of Limited
Partnership of Vornado Realty L.P., dated as of March 11,
1999 (Newkirk Acquisition).
3.3 Articles Supplementary to Declaration of Trust of Vornado
Realty Trust with Respect to Series B Preferred Shares.
99.1 Press release of Vornado Realty Trust, dated March 4, 1999.
-5-
<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
VORNADO REALTY TRUST
(a Maryland real estate investment trust)
8.5% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest
(Liquidation Preference $25.00 Per Share)
UNDERWRITING AGREEMENT
Dated: March 12, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
Table of Contents
Underwriting Agreement.........................................................1
SECTION 1. Representations and Warranties.................................3
(a) Representations and Warranties by the Company.......3
(i) Incorporated Documents..................................3
(ii) Compliance with Registration Requirements...............3
(iii) No Material Adverse Change in Business..................4
(iv) Good Standing of the Company ...........................4
(vi) Good Standing of the Operating Partnership..............4
(vii) Good Standing of Subsidiaries...........................5
(viii) Capitalization..........................................5
(ix) Authorization and Description of Preferred Shares.......5
(x) Absence of Conflicts and Defaults.......................5
(xi) Authorization of this Underwriting Agreement............6
(xii) Absence of Proceedings..................................6
(xiii) No Violations or Defaults...............................6
(xiv) Accuracy of Certain Descriptions........................7
(xv) Investment Company Act..................................7
(xvi) Independent Public Accountants..........................7
(xviii) Title to Property.......................................7
(xix) Environmental Laws......................................8
(xx) No Stabilizing Actions..................................9
(b) Officer's Certificates..........................9
SECTION 2. Sale and Delivery to the Underwriters; Closing.................9
(a) Initial Securities..............................9
(b) Option Securities...............................9
(c) Payment........................................10
(d) Denominations; Registration....................10
SECTION 3. Covenants of the Company......................................11
(a) Delivery of Registration Statements............11
(b) Delivery of Prospectus.........................11
(c) Continued Compliance with Securities Laws......11
(d) Rule 158.......................................12
(e) Use of Proceeds................................12
(f) Listing........................................12
SECTION 4. Payment of Expenses...........................................12
(a) Expenses.......................................12
(b) Termination of Agreement.......................13
SECTION 5. Conditions of Underwriters' Obligations.......................13
(a) Effectiveness of Registration Statement........13
(b) Opinions of Counsel for the Company............13
(c) Opinion of Special Maryland Counsel for the
Company........................................13
i
<PAGE> 3
(d) Opinion of Counsel for the Underwriters........13
(e) Officers' Certificate..........................14
(f) Accountants' Comfort Letter....................14
(g) Bring-down Comfort Letter......................14
(i) Approval of Listing ........ ...............15
(j) Conditions to Purchase of Option Securities....15
(k) Additional Documents...........................16
(l) Termination of Agreement.......................16
SECTION 6. Indemnification...............................................16
(a) Indemnification of Underwriters................16
(b) Indemnification of Company, Operating
Partnership, Trustees, Partners and Officers...17
(c) Actions against Parties; Notification..........17
(d) Settlement without Consent if Failure to
Reimburse......................................18
SECTION 7. Contribution..................................................18
SECTION 8. Representations, Warranties and Agreements to Survive
Delivery......................................................20
SECTION 9. Termination of Agreement......................................20
(a) Termination; General...........................20
(b) Liabilities....................................20
SECTION 10. Default by One or More of the Underwriters..................21
SECTION 11. Notices.....................................................21
SECTION 12. Parties.....................................................22
SECTION 13. GOVERNING LAW AND TIME......................................22
SECTION 14. Effect of Headings..........................................22
SCHEDULES
Schedule A - List of Underwriters..............................Sch A-1
Schedule B - Terms of Preferred Shares.........................Sch B-1
EXHIBITS
Exhibit A - Form of Opinion of Company's Counsel...................A-1
Exhibit B - Form of Opinion of Special Maryland Counsel to the
Company................................................B-1
ii
<PAGE> 4
VORNADO REALTY TRUST
(a Maryland real estate investment trust)
3,000,000 Shares
8.5% Cumulative Redeemable
Preferred Shares of Beneficial Interest
(No Par Value Per Share)
Underwriting Agreement
March 12, 1999
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. Incorporated
PaineWebber Incorporated
Prudential Securities Incorporated
Salomon Smith Barney Inc.
as Representatives of the Several Underwriters
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
Ladies and Gentlemen:
Vornado Realty Trust, a Maryland real estate investment trust (the
"Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and each of the other
Underwriters named in Schedule A hereto (collectively, the "Underwriters", which
term shall also include any underwriter substituted as hereinafter provided in
Section 10 hereof), for whom Merrill Lynch, Morgan Stanley & Co. Incorporated,
PaineWebber Incorporated, Prudential Securities Incorporated and Salomon Smith
Barney Inc. are acting as representatives (in such capacity, the
"Representatives"), with respect to the issue and sale by the Company and the
purchase by the Underwriters, acting severally and not jointly, of the number of
8.5% Cumulative Redeemable Preferred Shares of Beneficial Interest, no par value
per share, of the Company ("Preferred Shares") set forth above, and with respect
to the grant by the Company to the Underwriters of the option described in
Section 2(b) hereof to purchase all or any part of 450,000 additional Preferred
Shares to cover over-allotments, if any. The aforesaid 3,000,000 Preferred
<PAGE> 5
Shares (the "Initial Securities") to be purchased by the Underwriters and all or
any part of the 450,000 Preferred Shares subject to the option described in
Section 2(b) hereof (the "Option Securities") are hereinafter called
collectively the "Securities".
The Company understands that the Underwriters propose to offer the
Securities (the "Offering") as soon after the execution and delivery hereof as
in the judgment of the Representatives is advisable.
The Company has filed with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-3, including a
prospectus relating to the Preferred Shares and other securities of the Company
for the registration of such securities under the Securities Act of 1933, as
amended (the "1933 Act"). Such registration statements have been declared
effective by the Commission. A prospectus supplement reflecting the terms of the
Securities, the terms of the offering thereof and the other matters set forth
therein has been prepared or will be prepared and will be filed in accordance
with the provisions of paragraph (b) of Rule 424 ("Rule 424(b)") of the rules
and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"). Such prospectus supplement, in the form first filed after the
date hereof pursuant to Rule 424(b), is hereinafter called the "Prospectus
Supplement." Such registration statements, as amended at the date hereof,
including all documents incorporated or deemed to be incorporated by reference
therein and the exhibits thereto, and schedules thereto, if any, are hereinafter
called the "Registration Statement" and the basic prospectus included therein
and relating to all offerings of securities under the Registration Statement, as
supplemented by the Prospectus Supplement, is hereinafter called the
"Prospectus", except that if such basic prospectus is amended or supplemented on
or prior to the date on which the Prospectus Supplement is first filed pursuant
to Rule 424(b), the term "Prospectus" shall refer to the basic prospectus as so
amended or supplemented and as supplemented by the Prospectus Supplement,
including the documents filed by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"), that are
incorporated by reference therein. For purposes of this Agreement, all
references to the Registration Statement or the Prospectus or any amendment or
supplement to either of the foregoing shall be deemed to include the copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval System ("EDGAR").
All references in this Agreement to financial statements and schedules and
other information which is "contained," "included," "stated," "described,"
"discussed" or "set forth" in the Registration Statement or the Prospectus (or
other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement or the Prospectus, as the case may
be; and all references in this Agreement to amendments or supplements to the
Registration Statement, or the Prospectus shall be deemed to mean and include
the filing of any document under the 1934 Act which is incorporated by reference
in the Registration Statement or the Prospectus, as the case may be.
For purposes of this Agreement, unless the context requires otherwise, all
references to "subsidiaries" shall include corporations in which the Company
owns all of the outstanding non-voting stock and none of the voting stock
("Preferred Stock Affiliates").
2
<PAGE> 6
SECTION 1. Representations and Warranties.
(a) Representations and Warranties by the Company. The Company represents
and warrants to each Underwriter as of the date hereof and as of the Closing
Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if
any) referred to in Section 2(b) hereof and agrees with each Underwriter, as
follows:
(i) Incorporated Documents. The documents incorporated by reference
in the Registration Statement and the Prospectus, when they became
effective or were filed with the Commission, as the case may be, conformed
in all material respects to the requirements of the 1933 Act or the 1934
Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and
any further documents so filed and incorporated by reference in the
Registration Statement and the Prospectus or any further amendment or
supplement thereto, when such documents become effective or are filed with
the Commission, as the case may be, will conform in all material respects
to the requirements of the 1933 Act or the 1934 Act, as applicable, and
the rules and regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the
Company by any Underwriter through the Representatives expressly for use
in the Registration Statement or the Prospectus, in each case as amended
or supplemented, relating to such Preferred Shares;
(ii) Compliance with Registration Requirements. The Registration
Statement and the Prospectus conform, and any further amendments or
supplements to the Registration Statement or the Prospectus will conform,
in all material respects to the requirements of the 1933 Act and the 1933
Act Regulations and do not and will not, as of the applicable effective
date as to the Registration Statement and any amendment thereto and as of
the applicable filing date as to the Prospectus and any amendment or
supplement thereto, contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in
writing to the Company by any Underwriter through the Representatives
expressly for use in the Prospectus as amended or supplemented relating to
such Preferred Shares;
(iii) No Material Adverse Change in Business. Neither the Company
nor any of its subsidiaries has sustained since the date of the latest
audited financial statements included or incorporated by reference in the
Prospectus any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Prospectus;
and, since the respective dates as of which
3
<PAGE> 7
information is given in the Registration Statement and the Prospectus,
except as otherwise stated therein, there has not been any change in the
capitalization or long-term debt of the Company or any material adverse
change in or affecting the condition, financial or otherwise, or the
earnings, business affairs or business prospects of the Company and its
subsidiaries taken as a whole, otherwise than as set forth or contemplated
in the Prospectus.
(iv) Good Standing of the Company. The Company is a real estate
investment trust duly formed and existing under the laws of the State of
Maryland in good standing with the State Department of Assessments and
Taxation of Maryland, with trust power to own, lease and operate its
properties and to conduct its business substantially as described in the
Prospectus and to enter into and perform its obligations under this
Agreement; and the Company is duly qualified as a foreign organization to
transact business and is in good standing in each jurisdiction in which
such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure
to so qualify would not have a material adverse effect on the condition,
financial or otherwise, or the earnings, business affairs or business
prospects of the Company and its subsidiaries taken as a whole;
(v) Qualification as a REIT. The Company is organized in conformity
with the requirements for qualification as a real estate investment trust
(a "REIT") under the Internal Revenue Code of 1986, as amended (the
"Code"), and currently intends to operate in a manner which allows the
Company to continue to meet the requirements for taxation as a REIT under
the Code;
(vi) Good Standing of the Operating Partnership. Vornado Realty L.P.
(the "Operating Partnership") has been duly formed and is validly existing
as a limited partnership in good standing under the laws of the State of
Delaware and has partnership power and authority to own, lease and operate
its properties and to conduct its business substantially as described in
the Prospectus and is duly qualified as a foreign organization to transact
business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing
of property or the conduct of business, except where the failure to so
qualify would not have a material adverse effect on the condition,
financial or otherwise, or the earnings, business affairs or business
prospects of the Operating Partnership; all of the issued and outstanding
limited partnership interests in the Operating Partnership have been duly
authorized and validly issued and are fully paid and nonassessable; the
Company is the sole general partner of, and owned an approximately 81.5%
limited partnership interest in, the Operating Partnership as of March 9,
1999;
(vii) Good Standing of Subsidiaries. Each subsidiary of the Company,
other than the Operating Partnership, which is covered in paragraph (vi)
above, has been duly formed and is validly existing in good standing under
the laws of the jurisdiction of its organization and has power and
authority to own, lease and operate its properties and to conduct its
business substantially as described in the Prospectus and is duly
qualified as a foreign organization to transact business and is in good
standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the
4
<PAGE> 8
conduct of business, except where the failure to so qualify would not have
a material adverse effect on the condition, financial or otherwise, or the
earnings, business affairs or business prospects of the Company and its
subsidiaries taken as a whole; all of the issued and outstanding capital
stock of each such subsidiary (other than Preferred Stock Affiliates) has
been duly authorized and validly issued, is fully paid and nonassessable
and is owned by the Company or the Operating Partnership, directly or
through subsidiaries, free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity, except as would not have a
material adverse effect on the condition, financial or otherwise, or the
earnings, business affairs or business prospects of the Company and its
subsidiaries taken as a whole and except as disclosed in the Prospectus;
(viii) Capitalization. The Company has an authorized capitalization
as set forth in the Prospectus under the caption" Capitalization" (except
for subsequent issuances, if any, pursuant to this Agreement or pursuant
to the terms of reservations, agreements or employee benefit plans,
including, without limitation, the Vornado Realty Trust Omnibus Share
Plan, dividend reinvestment plans and employee or director stock option
plans, or the exercise of options outstanding on the date hereof, and in
each case referred to in the Prospectus), and all of the issued and
outstanding shares of beneficial interest of the Company have been duly
and validly authorized and issued and are fully paid and nonassessable;
(ix) Authorization and Description of Preferred Shares. The
Preferred Shares have been duly authorized, and, when the Initial
Securities are issued and delivered pursuant to this Agreement and, in the
case of any Option Securities, pursuant to over-allotment options with
respect to such Preferred Shares, such Securities will be duly and validly
issued and fully paid and nonassessable; the Preferred Shares conform to
the description thereof contained in the Prospectus under the caption
"Description of Shares of Beneficial Interest" and the Securities will
conform to the description thereof contained in the Prospectus Supplement
under the caption "Description of the Series B Preferred Shares" and such
description will conform to the rights set forth in the Articles
Supplementary designating the Securities.
(x) Absence of Conflicts and Defaults. The issue and sale of the
Preferred Shares and each over-allotment option, if any, and the
compliance by the Company with all of the provisions of this Agreement and
each over-allotment option, if any, and the consummation of the
transactions contemplated herein have been duly authorized by all
necessary trust action and, except as would not have a material adverse
effect on the condition, financial or otherwise, or the earnings, business
affairs or business prospects of the Company and its subsidiaries taken as
a whole, will not conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or
by which the Company or any of its subsidiaries is bound or to which any
of the property or assets of the Company or any of its subsidiaries is
subject, nor will such action result in any violation of the provisions of
the Amended and Restated Declaration of Trust, as amended, or Bylaws of
the Company or any statute or any order, rule or regulation of any court
or governmental authority, agency or body having jurisdiction over
5
<PAGE> 9
the Company or any of its properties; and no consent, approval,
authorization, order, registration or qualification of or with any such
court or governmental agency or body is required for the issue and sale of
the Preferred Shares or the consummation by the Company of the
transactions contemplated by this Agreement or any over-allotment option,
except such as have been, or will have been prior to the Closing Time and
each Date of Delivery (as defined in Section 2(b) hereof), obtained under
the 1933 Act and the 1933 Act Regulations and such consents, approvals,
authorizations, registrations or qualifications as may be required under
state securities or Blue Sky laws in connection with the purchase and
distribution of the Preferred Shares by the Underwriters;
(xi) Authorization of this Underwriting Agreement. This Agreement
has been duly authorized by all necessary trust action of the Company and
all necessary partnership action of the Operating Partnership and has been
executed and delivered by the Company and the Operating Partnership;
(xii) Absence of Proceedings. Other than as set forth in the
Prospectus, there are no legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party or of which any
property of the Company or any of its subsidiaries is the subject, which,
if determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a material adverse effect on the
condition, financial or otherwise, or the earnings, business affairs or
business prospects of the Company and its subsidiaries taken as a whole;
and, to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by
others; and there are no contracts or documents of the Company or any of
its subsidiaries which are required to be filed as exhibits to the
Registration Statement by the 1933 Act or the 1933 Act Regulations which
have not been so filed;
(xiii) No Violations or Defaults. Neither the Company nor any of its
subsidiaries is in violation of its organizational documents or bylaws or
in default in the performance or observance of any material obligation,
agreement, covenant or condition contained in any material indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of its properties
or assets may be bound, which default would have a material adverse effect
on the general affairs, manage ment, financial position, shareholders'
equity or results of operations of the Company and its subsidiaries taken
as a whole;
(xiv) Accuracy of Certain Descriptions. The statements set forth in
the Prospectus under the captions "Description of Shares of Beneficial
Interest", "Description of the Series B Preferred Shares", "Federal Income
Tax Considerations", "Plan of Distribution" and "Underwriting", insofar as
they purport to describe the provisions of the laws and documents referred
to therein, are accurate, complete and fair summaries;
(xv) Investment Company Act. Neither the Company nor the Operating
Partnership is subject to registration as an "investment company" under
the Investment Company Act;
6
<PAGE> 10
(xvi) Independent Public Accountants. Deloitte & Touche LLP, who
have certified certain financial statements and financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Registration Statement, are independent public
accountants as required by the 1933 Act and the 1933 Act Regulations;
(xvii) Financial Statements. The financial statements and the
financial statement schedules of the Company and its consolidated
subsidiaries included or incorporated by reference in the Registration
Statement and the Prospectus present fairly the financial position of the
Company and its consolidated subsidiaries as at the dates indicated, the
results of their operations for the periods specified and the information
required to be stated therein; and said financial statements and financial
statement schedules have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis throughout
the periods involved. The selected financial data included or incorporated
by reference in the Prospectus present fairly the information shown
therein and have been compiled on a basis consistent with that of the
consolidated financial statements included or incorporated by reference in
the Registration Statement. Any pro forma financial statements and other
pro forma financial information included in the Registration Statement and
the Prospectus comply in all material respects with the applicable
requirements of Rule 11-02 of Regulation S-X of the Commission and present
fairly the information shown therein; the pro forma adjustments, if any,
have been properly applied to the historical amounts in the compilation of
such statements, and in the opinion of the Company, the assumptions used
in the preparation thereof are reasonable and the adjustments used therein
are appropriate to give effect to the transactions or circumstances
referred to therein;
(xviii) Title to Property. Except as otherwise disclosed in the
Prospectus, and except as would not have a material adverse effect on the
condition, financial or otherwise, or the earnings, business affairs or
business prospects of the Company and its subsidiaries taken as a whole:
(i) each of the Company and its subsidiaries has good and marketable title
to all properties and assets described in the Prospectus as owned by such
party, in each case free of all liens, encumbrances and defects; (ii) all
of the leases under which the Company or any of its subsidiaries holds or
uses real property or assets as a lessee are in full force and effect, and
neither the Company nor any of its subsidiaries is in material default in
respect of any of the terms or provisions of any of such leases and no
claim has been asserted by anyone adverse to any such party's rights as
lessee under any of such leases, or affecting or questioning any such
party's right to the continued possession or use of the leased property or
assets under any such leases; (iii) all liens, charges, encumbrances,
claims, or restrictions on or affecting the properties and assets of the
Company or any of its subsidiaries that are required to be disclosed in
the Prospectus are disclosed therein; (iv) neither the Company, any of its
subsidiaries nor, to the knowledge of the Company, any lessee of any
portion of any such party's properties is in default under any of the
leases pursuant to which the Company or any of its subsidiaries leases its
properties and neither the Company nor any of its subsidiaries knows of
any event which, but for the passage of time or the giving of notice, or
both, would constitute a default under any of such leases; (v) no tenant
under any lease pursuant to which the Company or any of its subsidiaries
leases its properties has an option or right of first refusal to purchase
the premises leased thereunder; (vi) to the best of its
7
<PAGE> 11
knowledge, each of the properties of the Company or any of its
subsidiaries complies with all applicable codes and zoning laws and
regulations; and (vii) neither the Company nor any of its subsidiaries has
knowledge of any pending or threatened condemnation, zoning change or
other proceeding or action that will in any manner affect the size or use
of, improvements or construction on or access to the properties of the
Company or any of its subsidiaries;
(xix) Environmental Laws. Except as otherwise disclosed in the
Prospectus, or as is not reasonably likely to have a material adverse
effect on the condition, financial or otherwise, or the earnings, business
affairs or business prospects of the Company and its subsidiaries taken as
a whole:
A. each of the Company and its subsidiaries is in compliance
with all applicable laws relating to pollution or the discharge of
materials into the environ ment, including common law relating to
damage to property or injury to persons ("Environmental Laws"), each
of the Company and its subsidiaries currently holds all governmental
authorizations required under Environmental Laws in order to conduct
their businesses as described in the Prospectus, and neither the
Company nor any of its subsidiaries has any basis to believe that
any such governmental authorization may be modified, suspended or
revoked, or cannot be renewed in the ordinary course of business;
B. there are no past or present actions, activities,
circumstances, conditions, events or incidents, including, without
limitation, the release, threatened release, or disposal of any
material (including radiation and noise), that could form the basis
of any claim (whether by a governmental authority or other person or
entity) under Environmental Laws for cleanup costs, damages,
penalties, fines, or otherwise, against any of the Company or its
subsidiaries, or against any person or entity whose liability for
such claim may have been retained by any of the Company or its
subsidiaries, whether by contract or law; and
C. the Company and its subsidiaries have fully disclosed to
the Representatives or counsel for the Underwriters all studies,
reports, assessments, audits and other information in their
possession or control relating to any pollution or release,
threatened release or disposal of materials regulated under
Environmental Laws on, at, under, from or transported from any of
their currently or formerly owned, leased or operated properties,
including, without limitation, all information relating to
underground storage tanks and asbestos containing materials.
(xx) No Stabilizing Actions. Neither the Company nor the Operating
Partnership has taken, and neither the Company nor the Operating
Partnership will take, directly or indirectly, any action designed to, or
that might be reasonably expected to, cause or result in stabilization or
manipulation of the price of the Preferred Shares.
(b) Officer's Certificates. Any certificate signed by any officer of the
Company or any of its subsidiaries delivered to the Representatives or to
counsel for the Underwriters shall be deemed
8
<PAGE> 12
a representation and warranty by the Company to each Underwriter as to the
matters covered thereby.
SECTION 2. Sale and Delivery to the Underwriters; Closing.
(a) Initial Securities. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company agrees to sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the Company, at
the price per share set forth in Schedule B, the number of Initial Securities
set forth in Schedule A opposite the name of such Underwriters, plus any
additional number of Initial Securities which such Underwriter may become
obligated to purchase pursuant to the provisions of Section 10 hereof.
(b) Option Securities. In addition, on the basis of the representations
and warranties herein contained and subject to the terms and conditions herein
set forth, the Company hereby grants an option to the Underwriters, severally
and not jointly, to purchase up to an additional 450,000 Preferred Shares at the
price per share set forth in Schedule B. The option hereby granted will expire
30 days after the date hereof and may be exercised in whole or in part from time
to time only for the purpose of covering over-allotments which may be made in
connection with the offering and distribution of the Initial Securities upon
notice by the Representatives to the Company setting forth the number of Option
Securities as to which the several Underwriters are then exercising the option
and the time and date of payment and delivery for such Option Securities. Any
such time and date of delivery for the Option Securities (a "Date of Delivery")
shall be determined by Merrill Lynch, but shall not be later than seven full
business days after the exercise of said option, nor in any event prior to the
Closing Time, as hereinafter defined. If the option is exercised as to all or
any portion of the Option Securities, each of the Underwriters, acting severally
and not jointly, will purchase that proportion of the total number of Option
Securities then being purchased which the number of Initial Securities set forth
in Schedule A opposite the name of such Underwriter bears to the total number of
Initial Securities, subject in each case to such adjustments as Merrill Lynch in
its discretion shall make to eliminate any sales or purchases of fractional
sales.
(c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Securities shall be made at the offices of Skadden, Arps,
Slate, Meagher & Flom LLP, 919 Third Avenue, New York, NY 10022 or at such other
place as shall be agreed upon by the Underwriter and the Company, at 9:00 A.M.
(Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M.
(Eastern time) on any given day) business day after the date hereof, or such
other time not later than ten business days after such date as shall be agreed
upon by Merrill Lynch and the Company (such time and date of payment and
delivery being herein called "Closing Time").
In addition, in the event that any or all of the Option Securities are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned
offices, or at such other place as shall be agreed upon by Merrill Lynch and the
Company, on each Date of Delivery as specified in the notice from Merrill Lynch
to the Company.
9
<PAGE> 13
Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Representatives for the respective accounts of the Underwriters of
certificates for the Securities to be purchased by them. It is understood that
each Underwriter has authorized the Representatives, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Initial Securities and the Option Securities, if any, which it has agreed to
purchase. Merrill Lynch, individually and not as representative of the
Underwriters, may (but shall not be obligated to) make payment of the purchase
price for the Initial Securities or the Option Securities, if any, to be
purchased by any Underwriter whose funds have not been received by the Closing
Time or the relevant Date of Delivery, as the case may be, but such payment
shall not relieve such Underwriter from its obligations hereunder.
(d) Denominations; Registration. Certificates for the Initial Securities
and the Option Securities, if any, shall be in such denominations and registered
in such names as the Underwriter may request in writing at least one full
business day before the Closing Time or the relevant Date of Delivery, as the
case may be. The certificates for the Initial Securities and the Option
Securities, if any, will be made available for examination and packaging by the
Representatives in The City of New York not later than 10:00 A.M. (Eastern time)
on the business day prior to the Closing Time or the relevant Date of Delivery,
as the case may be.
SECTION 3. Covenants of the Company. The Company covenants with each
Underwriter as follows:
(a) Delivery of Registration Statements. The Company has furnished or will
deliver to the Representatives and counsel for the Underwriters, without charge,
copies of the Registration Statement as originally filed and of each amendment
thereto (including exhibits filed therewith or incorporated by reference therein
and documents incorporated or deemed to be incorporated by reference therein)
and copies of all consents and certificates of experts. The copies of the
Registration Statement and each amendment thereto furnished to the Underwriters
will be identical to the electronically transmitted copies thereof filed with
the Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T of the Commission.
During the period when the Prospectus is required by the 1933 Act to
be delivered in connection with sales of the Securities, the Company will inform
the Representatives of its intention to file any amendment to the Registration
Statement or any supplement to the Prospectus; will furnish the Representatives
with copies of any such amendment or supplement a reasonable time in advance of
filing; and will not file any such amendment or supplement in a form to which
the Representatives or counsel to the Underwriters shall reasonably object (it
being understood that the terms "amendment" and "supplement" do not include
documents filed by the Company pursuant to the 1934 Act).
(b) Delivery of Prospectus. The Company has delivered to each Underwriter,
without charge, as many copies of each preliminary prospectus as such
Underwriter reasonably requested, and the Company hereby consents to the use of
such copies for purposes permitted by the 1933 Act.
10
<PAGE> 14
The Company will furnish to each Underwriter, without charge, during the period
when the Prospectus is required to be delivered under the 1933 Act or the 1934
Act, such number of copies of the Prospectus (as amended or supplemented) as
such Underwriter may reasonably request. The Prospectus and any amendments or
supplements thereto furnished to the Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T of the Commission.
(c) Continued Compliance with Securities Laws. The Company will comply
with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the rules
and regulations of the Commission thereunder (the "1934 Act Regulations"), so as
to permit the completion of the distribution of the Securities as contemplated
in this Agreement and in the Prospectus. If at any time when a prospectus is
required by the 1933 Act to be delivered in connection with sales of the
Securities, any event shall occur or condition shall exist as a result of which
it is necessary for the Company to amend the Registration Statement or amend or
supplement the Prospectus in order that the Prospectus will not include any
untrue statements of a material fact or omit to state a material fact necessary
in order to make the statements therein not misleading in the light of the
circum stances existing at the time it is delivered to a purchaser, or if it
shall be necessary at any such time to amend the Registration Statement or amend
or supplement the Prospectus in order to comply with the requirements of the
1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file
with the Commission, such amendment or supplement as may be necessary to correct
such statement or omission or to make the Registration Statement or the
Prospectus comply with such requirements, and the Company will furnish to the
Underwriters such number of copies of such amendment or supplement as the
Underwriters may reasonably request.
(d) Rule 158. The Company will timely file such reports pursuant to the
1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.
(e) Use of Proceeds. The Company will use the net proceeds received by it
from the sale of the Securities in the manner specified in the Prospectus under
"Use of Proceeds".
(f) Listing. The Company will use its best efforts to effect the listing
of the Securities on the New York Stock Exchange.
SECTION 4. Payment of Expenses.
(a) Expenses. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation and printing of this Agreement, any Agreement
among Underwriters and such other documents as may be required in connection
with the offering, purchase, sale, issuance or delivery of the Securities, (iii)
the preparation, issuance and delivery of
11
<PAGE> 15
the certificates for the Securities to the Underwriters, including any stock or
other transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Securities to the Underwriters, (iv) the fees and
disbursements of the Company's counsel and accountants, (v) the qualification,
if any, of the Securities under state securities laws, including filing fees and
the reasonable fees and disbursements of counsel for the Underwriter in
connection therewith and in connection with the preparation of a Blue Sky Survey
and any supplement thereto, if any, (vi) the printing and delivery to the
Underwriters of copies of each preliminary prospectus and of the Prospectus and
any amendments or supplements thereto, (vii) the fees and expenses of any
transfer agent or registrar for the Securities, (viii) the filing fees incident
to, and the reasonable fees and disbursements of counsel to the Underwriters in
connection with, the review, if any, by the National Association of Securities
Dealers, Inc. (the "NASD") of the terms of the sale of the Securities and (ix)
the fees and expenses incurred in connection with the listing of the Securities
on the New York Stock Exchange. It is understood, however, that, except as
provided in this Section and Section 6 hereof, each Underwriter will pay all of
its own costs and expenses, including the fees of its counsel, stock transfer
taxes on resale of any of the Securities by it, and any advertising expenses
connected with any offers of the Securities such Underwriter may make.
(b) Termination of Agreement. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5 or Section
9(a)(i) hereof, the Company shall reimburse the Underwriters for all
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.
SECTION 5. Conditions of Underwriters' Obligations. The obligations of the
Underwriters hereunder are subject to the accuracy of the representations and
warranties of the Company contained in Section 1 hereof or in certificates of
any officer of the Company or any subsidiary of the Company delivered pursuant
to the provisions hereof, to the performance by the Company of its covenants and
other obligations hereunder, and to the following further conditions:
(a) Effectiveness of Registration Statement. No stop order suspending the
effectiveness of the Registration Statement shall have been issued under the
1933 Act or proceedings therefor initiated or threatened by the Commission, and
any request on the part of the Commission for additional information shall have
been complied with to the reasonable satisfaction of counsel to the Underwriter.
The Prospectus shall have been filed with the Commission pursuant to Rule 424(b)
within the applicable time period prescribed for such filing by the 1933 Act
Regulations.
(b) Opinions of Counsel for the Company. At Closing Time, the
Representatives shall have received the opinions, dated as of Closing Time, of
Sullivan & Cromwell, counsel for the Company, in form and substance reasonably
satisfactory to counsel for the Underwriters, together with signed or reproduced
copies of such letter for each of the other Underwriters, to the effect set
forth in Exhibit A hereto.
(c) Opinion of Special Maryland Counsel for the Company. At Closing Time,
the Representatives shall have received the opinion, dated as of Closing Time,
of Ballard Spahr Andrews
12
<PAGE> 16
& Ingersoll, LLP, special Maryland counsel for the Company, in form and
substance reasonably satisfactory to counsel for the Underwriters, together with
signed or reproduced copies of such letter for each of the other Underwriters,
to the effect set forth in Exhibit B hereto.
(d) Opinion of Counsel for the Underwriters. At Closing Time, the
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters,
together with signed or reproduced copies of such letter for each of the other
Underwriters, with respect to the matters set forth in clauses (i), (iv), (vi),
(vii) and (xii) in the opinion of Sullivan & Cromwell referred to in paragraph
(b) above. In giving such opinion such counsel may state that, insofar as such
opinion involves factual matters, they have relied, to the extent they deem
proper, upon certificates of officers of the Company and its subsidiaries and
certificates of public officials.
(e) Officers' Certificate. At Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Prospectus, any material adverse change in or affecting the
condition, financial or otherwise, or the earnings, business affairs or business
prospects of the Company and its subsidiaries taken as a whole, whether or not
arising in the ordinary course of business, and the Representatives shall have
received a certificate of the Chairman or President, and the Executive Vice
President - Finance and Administration or Vice President - Chief Financial
Officer of the Company, dated as of Closing Time, to the effect that (i) there
has been no such material adverse change, (ii) the representations and
warranties in Section 1(a) hereof are true and correct with the same force and
effect as though expressly made at and as of Closing Time, (iii) the Company has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to Closing Time, and (iv) no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or, to the best of such
officers' knowledge, are pending or are contemplated by the Commission.
(f) Accountants' Comfort Letter. At the time of the execution of this
Agreement, the Representatives shall have received from Deloitte & Touche LLP a
letter dated such date, in form and substance satisfactory to the
Representatives, together with signed or reproduced copies of such letter for
each of the other Underwriters, containing statements and information of the
type ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus.
In addition, at Closing Time, the Representatives shall have
received from such other accountants as they may request in writing to the
Company a letter, dated such date, in form and substance satisfactory to the
Representatives, together with signed or reproduced copies of such letter for
each of the other Underwriters, containing statements and information as may be
requested by the Underwriters and counsel for the Underwriters, with respect to
certain financial information relating to the properties acquired by the Company
and discussed in the Prospectus under the heading "Recent Developments and
Results of Operations", which financial information is incorporated by reference
into the Prospectus.
13
<PAGE> 17
(g) Bring-down Comfort Letter. At Closing Time, the Representatives shall
have received from Deloitte & Touche LLP a letter, dated as of Closing Time, to
the effect that they reaffirm the statements made in the letter furnished
pursuant to subsection (f) of this Section, except that the specified date
referred to shall be a date not more than three business days prior to Closing
Time.
(h) Maintenance of Rating. At Closing Time, the Securities shall be rated
at least Baa3 by Moody's Investor's Service and BBB- by Standard & Poor's
Ratings Group, a division of McGraw-Hill, Inc.; and since the date of this
Agreement, there shall not have occurred a downgrading in the rating assigned to
the Securities or any of the Company's other securities by any "nationally
recognized statistical rating agency", as that term is defined by the Commission
for purposes of Rule 436(g)(2) under the 1933 Act, and no such organization
shall have publicly announced that it has under surveillance or review its
rating of the Securities or any of the Company's other securities.
(i) Approval of Listing. At Closing Time, the Securities shall have been
approved for listing on the New York Stock Exchange, subject only to official
notice of issuance.
(j) Conditions to Purchase of Option Securities. In the event that the
Underwriters exercise their option provided in Section 2(b) hereof to purchase
all or any portion of the Option Securities, the representations and warranties
of the Company contained herein and the statements in any certificates furnished
by the Company or any subsidiary of the Company hereunder shall be true and
correct as of each Date of Delivery and, at the relevant Date of Delivery, the
Representatives shall have received:
(i) Officers' Certificate. A certificate, dated such Date of
Delivery, of the President or a Vice President of the Company and of
the Chief Financial Officer of the Company confirming that the
certificate delivered at the Closing Time pursuant to Section 5(e)
hereof remains true and correct as of such Date of Delivery.
(ii) Opinions of Counsel for the Company. The opinions of
Sullivan & Cromwell, counsel for the Company, together with the
opinion of Ballard Spahr Andrews & Ingersoll, special Maryland
counsel for the Company, each in form and substance reasonably
satisfactory to counsel for the Underwriters, dated such Date of
Delivery, relating to the Option Securities to be purchased on such
Date of Delivery and otherwise to the same effect as the opinions
required by Sections 5(b) and 5(c) hereof.
(iii) Opinion of Counsel for the Underwriter. The opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the
Underwriters, dated such Date of Delivery, relating to the Option
Securities to be purchased on such Date of Delivery and otherwise to
the same effect as the opinion required by Section 5(d) hereof.
14
<PAGE> 18
(iv) Bring-down Comfort Letter. A letter from Deloitte &
Touche LLP, in form and substance satisfactory to the
Representatives and dated such Date of Delivery, substantially in
the same form and substance as the letter furnished to the
Representatives pursuant to Section 5(g) hereof, except that the
"specified date" in the letter furnished pursuant to this paragraph
shall be a date not more than three days prior to such Date of
Delivery.
(v) No Downgrading. Subsequent to the date of this Agreement,
no downgrading shall have occurred in the rating accorded the
Securities or of any of the Company's other securities by any
"nationally recognized statistical rating organization", as that
term is defined by the Commission for purposes of Rule 436(g)(2)
under the 1933 Act, and no such organization shall have publicly
announced that it has under surveillance or review its ratings of
any of the Company's securities.
(k) Additional Documents. At Closing Time and at each Date of Delivery,
counsel for the Underwriters shall have been furnished with such documents and
opinions as they may require for the purpose of enabling them to pass upon the
issuance and sale of the Securities as herein contemplated, or in order to
evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be reasonably satisfactory in form and substance to
the Representatives and counsel for the Underwriters.
(l) Termination of Agreement. If any condition specified in this Section
shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any condition to the purchase of Option Securities
on a Date of Delivery which is after the Closing Time, the obligations of the
Underwriters to purchase the relevant Option Securities, may be terminated by
the Representatives by notice to the Company at any time at or prior to Closing
Time or such Date of Delivery, as the case may be, and such termination shall be
without liability of any party to any other party except as provided in Section
4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and
remain in full force and effect.
SECTION 6. Indemnification.
(a) Indemnification of Underwriters. The Company and the Operating
Partnership each agree to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act, as follows:
15
<PAGE> 19
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact included in any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided that (subject to Section
6(d) below) any such settlement is effected with the written consent of
the Company; and
(iii) against any and all expense whatsoever, as incurred
(including, subject to Section 6(c) hereof, the fees and disbursements of
counsel chosen by Merrill Lynch), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that any such
expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through the Representatives expressly for use in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto).
(b) Indemnification of Company, Operating Partnership, Trustees, Partners
and Officers. Each Underwriter severally agrees to indemnify and hold harmless
the Company, the Operating Partnership, their respective trustees or partners,
each of the officers who signed the Registration Statement, and each person, if
any, who controls the Company or the Operating Partnership within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), or any preliminary prospectus
or the Prospectus (or any amendment thereto) in reliance upon and in conformity
with written information furnished to the Company or the Operating Partnership
by such
16
<PAGE> 20
Underwriter through the Representatives expressly for use in the Registration
Statement (or any amendment thereto) or such preliminary prospectus or the
Prospectus (or any amendment thereto).
(c) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Merrill Lynch, and, in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.
(d) Settlement without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into, (iii) such indemnifying party, if it has not theretofore paid such
reimbursement, is requested again to pay reimbursement at least five, but not
more than ten, days prior to such settlement being entered into, and (iv) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.
SECTION 7. Contribution. If the indemnification provided for in Section 6
hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall
17
<PAGE> 21
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Securities pursuant to this Agreement or (ii) if the allocation provided
by clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other hand in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the total underwriting discount received by the Underwriters, in each case
as set forth on the cover of the Prospectus, bear to the aggregate initial
public offering price of the Securities as set forth on such cover.
The relative fault of the Company on the one hand and the Underwriters on
the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.
Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
18
<PAGE> 22
For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each trustee or partner, as the case may be, of the Company or the Operating
Partnership, each officer who signed the Registration Statement, and each
person, if any, who controls the Company or the Operating Partnership within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as the Company or the Operating Partnership, as
the case may be.
SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company or any of its subsidiaries submitted
pursuant hereto, shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of the Underwriters or any controlling
person of an Underwriter, or by or on behalf of the Company or the Operating
Partnership or any officer or trustee or partner or controlling person of the
Company or the Operating Partnership, and shall survive delivery of the
Securities to the Underwriters.
SECTION 9. Termination of Agreement.
(a) Termination; General. The Representatives may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time (i)
if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus, any
material adverse change in or affecting the condition, financial or otherwise,
or the earnings, business affairs or business prospects of the Company and its
subsidiaries taken as a whole, whether or not arising in the ordinary course of
business, or (ii) if there has occurred any material adverse change in the
financial markets in the United States, or any outbreak of hostilities or
escalation thereof or other calamity or crisis or any change or development
involving a prospective change in national or international political, financial
or economic conditions, in each case the effect of which is such as to make it,
in the judgment of the Representatives, impracticable or inadvisable to commence
or continue the offering of the Securities or to enforce contracts for the sale
of the Securities to the public, or (iii) if trading in any securities of the
Company has been suspended or materially limited by the Commission or the New
York Stock Exchange, or if trading generally on the American Stock Exchange or
the New York Stock Exchange has been suspended or materially limited, or minimum
or maximum prices for trading have been fixed, or maximum ranges for prices have
been required, by any of such exchanges or by order of the Commission or any
other governmental authority, or (iv) if a banking moratorium has been declared
by either Federal or New York authorities.
(b) Liabilities. If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 1, 6,
7 and 8 shall survive such termination and remain in full force and effect.
19
<PAGE> 23
SECTION 10. Default by One or More of the Underwriters. If one or more of
the Underwriters shall fail at Closing Time or a Date of Delivery to purchase
the Securities which it or they are obligated to purchase under this Agreement
(the "Defaulted Securities"), the Representatives shall have the right, within
24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Securities does not exceed 10% of the
number of Securities to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full
amount thereof in the proportions that their respective underwriting obligations
hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or
(b) if the number of Defaulted Securities exceeds 10% of the number of
Securities to be purchased on such date, this Agreement or, with respect to any
Date of Delivery which occurs after the Closing Time, the obligation of the
Underwriters to purchase and of the Company to sell the Option Securities to be
purchased and sold on such Date of Delivery shall terminate without liability on
the part of any non-defaulting Underwriter.
No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.
In the event of any such default which does not result in a termination of
this Agreement or, in the case of a Date of Delivery which is after the Closing
Time, which does not result in a termination of the obligation of the
Underwriters to purchase and the Company to sell the relevant Option Securities,
as the case may be, either the Representatives or the Company shall have the
right to postpone Closing Time or the relevant Date of Delivery, as the case may
be, for a period not exceeding seven days in order to effect any required
changes in the Registration Statement or Prospectus or in any other documents or
arrangements. As used herein, the term "Underwriter" includes any person
substituted for a Underwriter under this Section 10.
SECTION 11. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to Merrill Lynch at North Tower, World Financial
Center, New York, New York 10281-1209, attention of Michael F. Profenius; and
notices to the Company and the Operating Partnership shall be directed to it at
Park 80 West, Plaza II, Saddle Brook, NJ 07663, attention of the Executive Vice
President, Finance and Administration.
SECTION 12. Parties. This Agreement shall each inure to the benefit of and
be binding upon the Underwriters, the Company, the Operating Partnership and
their respective successors.
20
<PAGE> 24
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person, firm or corporation, other than the Underwriters,
the Company, the Operating Partnership and their respective successors and the
controlling persons and officers, trustees and partners referred to in Sections
6 and 7 and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the Underwriters, the Company, the
Operating Partnership and their respective successors, and said controlling
persons and officers, trustees and partners and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation. No
purchaser of Securities from any Underwriter shall be deemed to be a successor
by reason merely of such purchase.
SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.
SECTION 14. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.
21
<PAGE> 25
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the Underwriters, the Company and the Operating Partnership in accordance
with its terms.
Very truly yours,
VORNADO REALTY TRUST
By: /s/ Michael D. Fascitelli
-------------------------------
Name: Michael D. Fascitelli
Title: President
VORNADO REALTY L.P.
By: Vornado Realty Trust,
its General Partner
By: /s/ Michael D. Fascitelli
-------------------------------
Name: Michael D. Fascitelli
Title: President
<PAGE> 26
CONFIRMED AND ACCEPTED,
as of the date first above written.
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SALOMON SMITH BARNEY INC.
For themselves and as Representatives of the other Underwriters named in
Schedule A hereto.
By: MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: Jonathan A. Needell
--------------------------------
Name: Jonathan A. Needell
Title: Vice President
<PAGE> 27
SCHEDULE A
<TABLE>
<CAPTION>
Name of Underwriter Number of
------------------- Initial
Securities
----------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated .......................................... 500,000
Morgan Stanley & Co. Incorporated ................................. 500,000
PaineWebber Incorporated .......................................... 500,000
Prudential Securities Incorporated ................................ 500,000
Salomon Smith Barney Inc. ......................................... 500,000
ABN AMRO Incorporated ............................................. 25,000
BT Alex. Brown Incorporated ....................................... 25,000
Robert W. Baird & Co. Incorporated ................................ 25,000
Bear, Stearns & Co. Inc. .......................................... 25,000
CIBC Oppenheimer Corp. ............................................ 25,000
Dain Rauscher Incorporated ........................................ 25,000
A.G. Edwards & Sons, Inc. ......................................... 25,000
EVEREN Securities, Inc. ........................................... 25,000
Fahnestock & Co. Inc. ............................................. 25,000
Goldman, Sachs & Co. .............................................. 25,000
Legg Mason Wood Walker, Incorporated .............................. 25,000
NationsBanc Montgomery Securities LLC ............................. 25,000
Raymond James & Associates, Inc. .................................. 25,000
The Robinson-Humphrey Company, LLC ................................ 25,000
Roney Capital Markets, A Division of First Chicago
Capital Markets, Inc. ............................................ 25,000
SG Cowen Securities Corporation ................................... 25,000
Tucker Anthony Incorporated ....................................... 25,000
U.S. Bancorp Piper Jaffray Inc. ................................... 25,000
C.E. Unterberg, Towbin ............................................ 25,000
Wheat First Union, a Division of First Union
Capital Markets Corp. ............................................ 25,000
---------
Total ............................................................. 3,000,000
=========
</TABLE>
SCHEDULE B
Sch B-1
<PAGE> 28
VORNADO REALTY TRUST
8.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest
Title of Designated Shares:
8.5% Series B Cumulative Redeemable Preferred Shares of Beneficial
Interest
Number of Designated Shares:
Number of Firm Shares: 3,000,000
Maximum Number of Optional Shares: 450,000
Public Offering Price:
$25.00 per Share
Purchase Price by Underwriters:
$24.2125 per Share
Underwriting Discount:
$.7875 per Share
Form of Designated Shares:
Definitive form, to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery.
Specified Funds for Payment of Purchase Price:
Wire transfer of same day funds.
Time of Delivery:
10:00 a.m. (New York City time), March 17, 1999
Closing Location:
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue, New York, New York 10022
Name and Address of Designated Representative:
Designated Representative: Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Address for Notices, etc.: Merrill Lynch, North Tower,
World Financial Center:
New York, NY 10281,
Attention: Michael Profenius
Dividends:
Sch B-2
<PAGE> 29
Cumulative at the annual rate of 8.5% per share on the liquidation
preference of the Series B Preferred Shares payable quarterly in arrears
on the first calendar day of January, April, July and October of each
year, commencing July 1, 1997.
Liquidation Preference:
$25.00 per share, plus an amount equal to accrued and unpaid dividends
(whether or not earned or declared).
Ranking:
The Series B Preferred Shares will rank senior to the Company's common
shares of beneficial interest and any other junior stock that the Company
may issue in the future and equal to the Company's Series A Convertible
Preferred Shares and any other parity stock that the Company may issue in
the future, in each case with respect to payment of dividends and amounts
upon liquidation, dissolution or winding up. The Company will acquire
Series B Preferred Units of the Operating Partnership (with terms
mirroring the terms of the Series B Preferred Shares) in exchange for the
cash proceeds from the sale of the Series B Preferred Shares. Series B
Preferred Units will rank senior to all classes of Operating Partnership
units, including the Class A, C, and D Operating Partnership units and on
a parity with certain other units in the Operating Partnership, with
respect to payment of dividends and amounts upon liquidation, dissolution
or winding up of the Operating Partnership.
Conversion Rights:
The Series B Preferred Shares are not convertible or exchangeable for any
property or other securities of the Company.
Redemption at Option of the Company:
Except in certain circumstances relating to the preservation of the
Company's status as a REIT, the Series B Preferred Shares are not
redeemable prior to March 17, 2004. On and after March 17, 2004, the
Series B Preferred Shares will be redeemable by the Company only with the
proceeds from certain sales of equity securities at a redemption price of
$25.00 per share, plus any accrued and unpaid dividends through the date
of redemption. The Series B Preferred Shares have no maturity date and
will remain outstanding indefinitely unless redeemed.
Voting Rights:
Holders of the Series B Preferred Shares generally will have no voting
rights. However, if dividends on the Series B Preferred Shares are in
arrears for six quarterly dividend periods, the holders of the Series B
Preferred Shares (voting separately as a class with holders of all other
series of parity preferred stock upon which like voting rights have been
conferred and are exercisable) will have the right to elect two additional
trustees to serve on the Company's Board of Trustees until such dividend
arrearage is eliminated. In addition, the approval of two-thirds of the
outstanding Series B Preferred Shares (voting separately as a class with
holders of all other series of parity preferred stock upon which like
voting rights have been conferred and are exercisable) is required in
order to amend the Company's Amended and Restated Declaration of Trust and
Articles Supplementary to affect materially and adversely
Sch B-3
<PAGE> 30
the rights, preferences or voting powers of the holders of the Series B
Preferred Shares or such parity shares or to authorize, create, or
increase the authorized amount of, any class of stock having rights senior
to the Series B Preferred Shares with respect to the payment of dividends
or amounts upon liquidation, dissolution or winding up.
Listing:
New York Stock Exchange: "VNO Pr B"
CUSIP:
929042307
Sch B-4
<PAGE> 31
Exhibit A
FORM OF OPINION OF COMPANY'S COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 5(b)
(i) The Company is a real estate investment trust duly organized and
existing under the laws of the State of Maryland and is in good standing
with the State Department of Assessments and Taxation of Maryland;
(ii) The Company has the trust power to own, lease and operate its
properties and to conduct its business substantially as described in the
Prospectus and to enter into and perform its obligations under this
Agreement;
(iii) The Operating Partnership is a limited partnership duly
organized and existing under the laws of the State of Delaware and has the
partnership power and authority to own, lease and operate its properties
and conduct its business substantially as described in the Prospectus;
(iv) The issuance and sale of the Securities to the Underwriters
pursuant to this Agreement has been duly authorized and, when issued and
delivered by the Company against payment therefor pursuant to this
Agreement and the resolutions of the Board of Trustees and any committee
thereof authorizing their issuance, the Securities will be validly issued,
fully paid and nonassessable;
(v) Such counsel does not know of any litigation or governmental
proceedings instituted or threatened against the Company or any of its
consolidated subsidiaries that would be required to be disclosed in the
Prospectus and is not so disclosed; and such counsel does not know of any
documents that are required to be filed as exhibits to the Registration
Statement and are not so filed or of any documents that are required to be
summarized in the Prospectus that are not so summarized;
(vi) This Agreement has been duly authorized, executed and delivered
by each of the Company and the Operating Partnership;
(vii) The Registration Statement has been declared effective under
the 1933 Act, and, to the best of such counsel's knowledge, no stop order
suspending the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been instituted or are pending
under the 1933 Act;
(viii) All regulatory consents, authorizations, approvals and
filings required to be obtained or made by the Company under the Federal
laws of the United States and the laws of the State of New York for the
issuance, sale and delivery of the Securities by the Company
A-1
<PAGE> 32
to the Underwriter have been obtained or made; provided, however, that for
purposes of this paragraph (viii), such counsel need not express any
opinion with respect to state securities laws;
(ix) The execution and delivery by the Company and the Operating
Partnership of this Agreement do not, and the issuance of the Securities
and the sale of the Securities by the Company to the Underwriters pursuant
to this Agreement and the performance by the Company of its obligations
under this Agreement and the consummation of the transactions herein
contemplated will not (A) violate the Company's Amended and Restated
Declaration of Trust or Bylaws or the certificate of limited partnership
of the Operating Partnership, (B) violate any court order or
administrative decree known to such counsel or any Federal law of the
United States or law of the State of New York applicable to the Company or
the Operating Partnership, or (C) result in a default under or breach of
any contract, indenture, mortgage, loan agreement, note, lease or other
instrument filed as an exhibit to the Registration Statement or as an
exhibit to any current document incorporated by reference therein to which
the Company or any consolidated subsidiary is a party or by which any of
them may be bound, or to which any of their property is subject, subject,
in the case of clauses (A), (B) and (C) of this paragraph (ix), to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles; provided, however,
that for purposes of this paragraph (ix), such counsel need not express
any opinion with respect to Federal or state securities laws, other
antifraud laws or fraudulent transfer laws;
(x) Such counsel shall confirm (i) the opinion that, commencing with
its taxable year ending December 31, 1993, the Company has been organized
in conformity with the requirements for qualification as a REIT under the
Code, and its proposed method of operation will enable it to satisfy the
requirements for qualification and taxation as a REIT and (ii) that the
discussion set forth under the caption "Federal Income Tax Considerations"
in the Prospectus dated February 11, 1998, as supplemented by the
discussion under the caption "Federal Income Tax Considerations" in the
Prospectus Supplement dated March 12, 1999, to the extent it describes
matters of law or legal conclusions, is correct in all material respects;
in providing such opinion, such counsel may rely (i) upon the statements
and representations contained in certificates provided by the Company and
Two Penn Plaza REIT, Inc., (ii) without independent investigation, upon
statements and representations contained in a certificate provided by
Alexander's, Inc., (iii) without investigation, upon an opinion of
Shearman & Sterling concerning the qualification of Alexander's as a REIT
for federal income tax purposes and (iv) upon any other certificates or
opinions of counsel as deemed necessary or appropriate in rendering such
opinion and subject to an analysis of the Code, Treasury Regulations
thereunder, judicial authority and current administrative rulings and such
other laws and facts as deemed relevant and necessary;
(xi) Neither the Company nor the Operating Partnership is an
"investment company" or an entity "controlled" by an "investment company",
as such terms are defined in the Investment Company Act of 1940; and
A-2
<PAGE> 33
(xii) On the basis of the information which was reviewed in the
course of the performance of the services referred to in their opinion
considered in the light of their understanding of the applicable law
(including the requirements of Form S-3 and the character of the
prospectus contemplated thereby) and the experience they have gained
through their practice under the 1933 Act, such counsel are of the opinion
that each part of the Registration Statement, when such part became
effective, and the Prospectus, as of the date of the Prospectus, appeared
on their face to be appropriately responsive, in all material respects
relevant to the offering of the Securities, to the requirements of the
1933 Act and the 1933 Act Regulations; and that nothing that came to their
attention in the course of their review has caused them to believe that,
insofar as relevant to the offering of the Securities, any part of the
Registration Statement, when such part became effective, contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus, as of its date, contained any
untrue statement of a material fact or omitted to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; also, nothing
that has come to such counsel's attention in the course of certain
procedures (as described in such opinion) has caused such counsel to
believe that the Prospectus, as of the date and time of delivery of such
opinion, contained any untrue statement of a material fact or omitted to
state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; provided, however, that such opinion may state that the
limitations inherent in the independent verification of factual matters
and the character of determinations involved in the registration process
are such that such counsel do not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus, except for those made under the
caption "Description of Series B Preferred Shares" in the Prospectus
insofar as they relate to the provisions of documents therein described,
and that such counsel need not express any opinion or belief as to the
financial statements or schedules or other financial data derived from
accounting records contained in the Registration Statement or the
Prospectus.
In giving these opinions, Sullivan & Cromwell may state that they
are admitted to the bar of the State of New York and do not express any
opinion as to the laws of any other jurisdiction other than the Federal
laws of the United States of America and may rely (1) as to all matters of
fact, upon certificates and written statements of officers and employees
of and accountants for the Company and the Operating Partnership, (2) as
to the qualification and good standing of the Company or any of its
subsidiaries, upon opinions of counsel in such other jurisdictions and
certificates of appropriate government officials and (3) as to matters of
Maryland law, on the opinion of Ballard Spahr Andrews & Ingersoll.
A-3
<PAGE> 34
Exhibit B
FORM OF OPINION OF
SPECIAL MARYLAND COUNSEL TO THE COMPANY
TO BE DELIVERED PURSUANT TO
SECTION 5(c)
(i) The Company is a real estate investment trust duly organized and
existing under and by virtue of the laws of the State of Maryland and is
in good standing with the State Department of Assessments and Taxation of
Maryland;
(ii) The Company has the trust power to own, lease and operate its
properties and to conduct its business substantially as described in the
Prospectus and to enter into and perform its obligations under this
Agreement;
(iii) The Company has an authorized capitalization as set forth in
the Prospectus under the caption" Capitalization" (except for subsequent
issuances, if any, pursuant to this Agreement or pursuant to the terms of
reservations, agreements or employee benefit plans, including, without
limitation, the Vornado Realty Trust Omnibus Share Plan, dividend
reinvestment plans and employee or director stock option plans, or the
exercise of options outstanding on the date hereof, and in each case
referred to in the Prospects), and all of the issued and outstanding
shares of beneficial interest of the Company have been duly and validly
authorized and issued and are fully paid and nonassessable; the issued and
outstanding shares of beneficial interest of the Company have been duly
authorized and validly issued and are fully paid and nonassessable; and
none of the outstanding shares of beneficial interest of the Company was
issued in violation of any preemptive rights of any shareholder of the
Company arising under Title 8 of the Corporations and Associations Article
of the Annotated Code of Maryland ("Title 8") or the Declaration of Trust
or Bylaws of the Company;
(iv) The issuance and sale of the Securities to the Underwriter
pursuant to this Agreement have been duly authorized, and, when issued and
delivered by the Company against payment therefor pursuant to this
Agreement and the resolutions of the Board of Trustees and the duly
authorized committee thereof authorizing their issuance, the Securities
will be validly issued, fully paid and nonassessable;
(v) The information in the Prospectus under the heading "Description
of Shares of Beneficial Interest" in the Prospectus and "Description of
Series B Preferred Shares" in the Prospectus Supplement, to the extent
that it constitutes matters of Maryland law, summaries of legal matters,
documents or proceedings or legal conclusions, has been reviewed by such
counsel and is correct in all material respects;
(vi) The Securities conform in all material respects as to matters
of Maryland law to the description thereof contained under the caption
"Description of Shares of Beneficial
B-1
<PAGE> 35
Interest" in the Prospectus and "Description of Series B Preferred Shares"
in the Prospectus Supplement and the form of certificate evidencing the
Securities is in due and proper form in accordance with Title 8;
(vii) The issuance of the Securities is not subject to any
preemptive or similar rights arising under Title 8, the Declaration of
Trust or the Bylaws of the Company;
(viii) No authorization, approval, consent or order of any court or
governmental authority or agency of the State of Maryland is required in
connection with the offering, issuance or sale of the Securities to the
Underwriter, except such as may be required under the 1933 Act or the 1933
Act Regulations or securities laws or regulations of any state or other
jurisdiction;
(ix) This Agreement has been duly authorized by all necessary trust
action of the Company, executed and, so far as is known to us, delivered
by the Company;
(x) The execution and filing of Articles Supplementary relating to
the Securities (the "Articles Supplementary") have been duly authorized by
the Company and the Articles Supplementary have been executed in
accordance with Title 8 and have been filed with the SDAT; and
(xi) The execution, delivery and performance of this Agreement, the
consumma tion of the transactions contemplated herein and the compliance
by the Company with its obligations hereunder will not result in any
violation of (A) the provisions of the Amended and Restated Declaration of
Trust or Bylaws of the Company or (B) any applicable Maryland law or
administrative regulation or, to the best knowledge of such counsel,
administrative or court decree of the State of Maryland, except with
respect to clause (B), such violations as would not have a material
adverse effect on the general affairs, management, financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries, and subject, in the case of clauses (A) and (B), to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;
In giving these opinions, Ballard Spahr Andrews & Ingersoll, LLP may
state that such opinions are limited to the laws of the States of Maryland
and may rely (1) as to all matters of fact, upon certificates and written
statements of officers and employees of and accountants for the Company
and (2) as to the qualification and good standing of the Company or any of
its subsidiaries in any other jurisdiction, upon opinions of counsel in
such other jurisdictions and certificates of appropriate government
officials.
B-2
<PAGE> 1
FIFTH
AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
VORNADO REALTY L.P.
---------------------------------------------
Dated as of March 3, 1999
---------------------------------------------
THIS FIFTH 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 (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 Series E-1
Convertible Preferred Units (the "Series E-1 Preferred Units");
WHEREAS, concurrently herewith, the Partnership and Commonwealth
Atlantic Properties Inc., a Virginia corporation ("CAPI"), are entering into an
Asset Contribution Agreement pursuant to which the Partnership agreed to acquire
CAPI's interests in certain Crystal City commercial and hotel assets in exchange
for the issuance by the
<PAGE> 2
Partnership to CAPI of 4,998,000 Series E-1 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.
WHEREAS, the General Partner has determined that the establishment and
issuance of the Series E-1 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 E-1 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 L thereof.
2. Section 4.2 of the Agreement is hereby supplemented by adding the
following paragraph to the end thereof:
"J. Issuance of Series E-1 Preferred Units. The Partnership is
authorized to issue a series designated as "Series E-1 Convertible
Preferred Units", which units
-2-
<PAGE> 3
shall have the terms set forth in Exhibit L 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 L 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 E-1 Preferred Unit Exception. Holders of Series E-1
Preferred Units shall not be entitled to the Redemption Right provided
for in Section 8.6.A of this Agreement."
5. Section 11.3.E of the Agreement is hereby amended to delete the
proviso contained therein. As amended, Section 11.3.E now reads:
"E. No Transfers to Holders of Nonrecourse Liabilities. No pledge or
transfer of any Partnership Units may be made to a lender to the
Partnership or any Person who is related (within the meaning of Section
1.752-4(b) of the Regulations) to any lender to the Partnership whose
loan constitutes a Nonrecourse Liability without the consent of the
General Partner, in its sole and absolute discretion."
6. Certain Pledged Interests. To secure its obligations under that
certain Promissory Note, dated as of the date hereof, made by Commonwealth
Atlantic Properties Inc. ("CAPI") in favor of the Partnership, CAPI, a Limited
Partner, is pledging 1,098,667 of the Series E-1 Preferred Units being issued to
it concurrently herewith (represented by Certificate Nos. RE1P-1 and RE1P-2)
pursuant to a Pledge and Security Agreement, dated as of the date hereof, by
CAPI in favor of the Partnership.
7. Exhibit A of the Agreement is hereby deleted and is replaced in its
entirety by new Exhibit A attached hereto as Attachment 2.
8. 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: Irwin Goldberg
-------------------------------
Name: Irwin Goldberg
Title: Vice President
<PAGE> 5
Attachment 1
EXHIBIT L
DESIGNATION OF THE PREFERENCES, RESTRICTIONS,
LIMITATIONS AS TO DISTRIBUTIONS, TERMS
AND CONDITIONS OF REDEMPTION, VOTING POWERS
AND OTHER QUALIFICATIONS
OF THE
SERIES E-1 CONVERTIBLE PREFERRED UNITS
1. Definitions.
When used herein, the following terms shall have the
definitions set forth below; all other capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Agreement and the
Exhibits thereto.
"Common Shares" shall mean the common shares of beneficial
interest of the General Partner, par value $.04 per share.
"Conversion Price" shall mean the price per Class A Unit at
which the Series E-1 Preferred Units are redeemable by the Partnership or the
General Partner pursuant to Paragraph 2.E(i)(a) below. The initial Conversion
Price shall be $44.00 per Class A Unit (equivalent to a conversion rate of
1.1364 Class A Units for each Series E-1 Preferred Unit). The Conversion Price
is subject to adjustment as provided in Paragraph 2.E(vi) below.
"Distribution Payment Date" shall mean the first calendar day
of January, April, July and October, in each year, commencing on April 1, 1999;
provided, however, that if any Distribution Payment Date falls on any day other
than a Business Day the distribution payment due on such Distribution Payment
Date shall be paid on the first 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).
"Initial Distribution Period" shall mean the quarterly
distribution period
<PAGE> 6
commencing March 3, 1999 and ending on (and including) March 31, 1999.
"Junior Units" shall have the meaning set forth in Paragraph
2.F(c) below.
"Liquidation Preference" shall have the meaning set forth in
Paragraph 2.C(i) below.
"Parity Units" shall have the meaning set forth in Paragraph
2.F(b) below.
"Partnership Redemption Date" shall have the meaning set forth
in Paragraph 2.D(iii) below.
"Series B Preferred Units" means collectively, the
Partnership's outstanding Series B-1 Preferred Units and Series B-2 Restricted
Preferred Units, the terms of which are which set forth in Exhibit I to the
Partnership Agreement.
"Series E-1 Notice of Redemption" shall have the meaning set
forth in Paragraph 2.E(i)(a).
"Series E-1 Preferred Unit" means a Partnership Unit issued by
the Partnership under the designation "Series E-1 Convertible Preferred Unit"
and 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.
"Series E-1 Redeeming Partner" shall have the meaning set
forth in Paragraph 2.E(i)(a) hereof.
"Series E-1 Redemption Right" shall have the meaning set forth
in Paragraph 2.E(i)(a) hereof.
"Series E-1 Specified Redemption Date" shall mean: (A) in the
event of the exercise of a Series E-1 Redemption Right pursuant to Paragraph
2.E(i)(a)(x), the tenth Business Day after receipt by the General Partner of a
Series E-1 Notice of Redemption; and (B) in the event of the exercise of a
Series E-1 Redemption Right pursuant to Paragraph 2.E(i)(a)(y), the sixtieth day
after receipt by the General Partner of a Series E-1 Notice of Redemption in
respect of the Series E-1 Preferred Units; provided, however, that if the
redemption in question will constitute a "block transfer" as defined in Treasury
Regulation Section 1.7704-1(2) the Series E-1 Specified Redemption Date shall
L-2
<PAGE> 7
mean the tenth Business Day after receipt by the General Partner of a Series E-1
Notice of Redemption relating thereto.
"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 E-1 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 E-1 Preferred Units shall mean placing such
funds in a separate account or delivering such funds to a disbursing, paying or
other similar agent.
"Trading Day" shall mean any day on which the securities in
question are traded on the NYSE, or if such securities are not listed or
admitted for trading on the NYSE, on the principal national securities exchange
on which such securities are listed or admitted, or if not listed or admitted
for trading on any national securities exchange, on the NASDAQ National Market,
or if such securities are not quoted on such NASDAQ National Market, in the
applicable securities market in which the securities are traded.
2. Terms of the Series E-1 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
E-1 Preferred Units issued and outstanding will be up to 4,998,000. The General
Partner may issue additional Series E-1 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 E-1 Preferred Units then issued and
outstanding.
B. Distributions. (i) The holders of Series E-1 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: (a) 6.00% of
the Liquidation Preference (as defined below) ($3.00 per Series E-1 Preferred
Unit) for distributions paid in respect of the period from the date of issuance
through, but excluding, the first anniversary of that date, (b) 6.25% of the
Liquidation Preference ($3.125 per Series E-1 Preferred Unit) for distributions
paid in respect of the period from the first anniversary of the date of issuance
through, but excluding, the second anniversary of that date, (c) 6.50% of the
Liquidation Preference ($3.25 per Series E-1 Preferred Unit) for distributions
paid in
L-3
<PAGE> 8
respect of the period from the second anniversary of the date of issuance
through, but excluding, the seventh anniversary of the date of issuance, and (d)
6.75% of the Liquidation Preference ($3.375 per Series E-1 Preferred Unit) for
distributions paid in respect of any period thereafter (the applicable rate, 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 E-1 Preferred Units; provided that the amount per Series E-1
Preferred Unit to be paid in respect of the Initial 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 E-1 Preferred Unit
accruing in each full Distribution Period shall be computed by dividing the
applicable Annual Distribution Rate by four and multiplying the quotient by the
Liquidation Preference, it being understood that distributions accruing in any
Distribution Period in which the Annual Distribution Rate changes shall be
determined using the blended average of the applicable Annual Distribution Rates
for such period, determined pro rata based on the number of days in the
Distribution Period that each Annual Distribution Rate was in force and assuming
a Distribution Period of 90 days. The amount of distributions payable on the
Series E-1 Preferred Units for the Initial Distribution Period and for any other
period shorter or longer than a full Distribution Period shall be computed on
the basis of the actual number of days in such period and a 360-day year of
twelve 30-day months. The holders of Series E-1 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 E-1
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 E-1
Preferred Units that may be in arrears.
(iii) So long as any Series E-1 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 E-1 Preferred Units for all Distribution Periods terminating on or prior
to the distribution payment date on such class or series of Parity Units (as
defined below), 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 E-1 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 E-1 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.
L-4
<PAGE> 9
(iv) So long as any Series E-1 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 by the Partnership or the General Partner (other
than pursuant to Section 8.6 of the Agreement or another redemption, purchase or
other acquisition right granted concurrently with the issuance of such Junior
Units), 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 Partnership
or 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 E-1 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 E-1 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
E-1 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 E-1 Preferred Units shall be entitled to
receive Fifty Dollars ($50.00) per Series E-1 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
holders of such units; but the holders of the Series E-1 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 the
Series E-1 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
L-5
<PAGE> 10
Series E-1 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 E-1 Preferred Units and any such other Parity Units if all amounts
payable thereon were paid in full. For the purposes of this Paragraph 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 ranking on a parity with or prior to the
Series E-1 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 E-1 Preferred Units as provided in this
Paragraph, 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 holders of the Series
E-1 Preferred Units shall not be entitled to share therein.
D. Redemption of the Series E-1 Preferred Units. (i) The
Series E-1 Preferred Units shall not be redeemable by the Partnership prior to
March 3, 2004. On and after March 3, 2004, the General Partner may, at its
option, cause the Partnership to redeem all or any portion of the Series E-1
Preferred Units for cash in an amount set forth in paragraph D(ii) below and
subject to the other provisions of this Paragraph 2.D.
(ii) Upon redemption of Series E-1 Preferred Units by the
Partnership on the Partnership Redemption Date (as defined below) pursuant to
this Paragraph 2.D, each holder of a Series E-1 Preferred Unit so redeemed shall
receive cash in the amount of $50 per Unit plus all accrued and unpaid
distributions (whether or not declared) in arrears for any Distribution Period
or portion thereof ending on or prior to the Partnership Redemption Date (the
"Series E-1 Redemption Price"). If the Partnership Redemption Date falls after
the record date for a distribution payment and before the related Distribution
Payment Date, the holder of the Series E-1 Preferred Units to which such
redemption applies shall be entitled to such distributions notwithstanding the
redemption of such Series E-1 Preferred Units. Except as provided above and in
clause (v) below, the Partnership shall make no payment or allowance for unpaid
distributions, whether or not in arrears, on Series E-1 Preferred Units called
for redemption.
(iii) If fewer than all of the outstanding Series E-1
Preferred Units held by persons other than the General Partner are to be
redeemed, the Series E-1 Preferred Units to be redeemed from each such holder
(other than the General Partner, it being understood that the Partnership may
elect to redeem all of the Series E-1 Preferred Units
L-6
<PAGE> 11
held by the General Partner prior to redeeming any other Series E-1 Preferred
Units) shall be selected pro rata as nearly as practicable without creating
fractional units. Any notice of redemption delivered pursuant to this Paragraph
2.D(iii) will be mailed by the Partnership, by certified mail, postage prepaid,
not less than 10 nor more than 60 days prior to the date upon which such
redemption is to occur, which date shall be a date that, as of the mailing of
the notice, the Partnership, in its sole judgment, reasonably expects will be a
Business Day (the "Partnership Redemption Date"), addressed to each holder of
record of the Series E-1 Preferred Units at such holder's address as it appears
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
E-1 Preferred Units. In addition to any information required by law, each such
notice shall state: (a) the Partnership Redemption Date, (b) the Series E-1
Redemption Price, (c) the aggregate number of Series E-1 Preferred Units to be
redeemed and, if fewer than all of the outstanding Series E-1 Preferred Units
are to be redeemed, the number of Series E-1 Preferred Units to be redeemed held
by such holder, which number shall to the extent practicable be such holder's
pro rata share (based on the percentage of the aggregate number of outstanding
Series E-1 Preferred Units not held by the General Partner that the total number
of Series E-1 Preferred Units held by such holder represents and determined as
nearly as practicable without creating fractional interests) of the aggregate
number of Series E-1 Preferred Units held by persons other than the General
Partner to be redeemed, (d) the place or places where such Series E-1 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 E-1 Preferred Units.
(iv) Such Series E-1 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 Series E-1 Redemption Price with respect to such Series E-1
Preferred Units.
(v) On and after a Partnership Redemption Date, distributions
will cease to accumulate on the Series E-1 Preferred Units called for
redemption, unless the Partnership defaults in payment of the full redemption
price therefor. If, notwithstanding the Partnership's expectation when it
established a Partnership Redemption Date, any date fixed for redemption of
Series E-1 Preferred Units is not a Business Day, then payment of the redemption
price payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day falls in the next calendar year, such
payment will be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the originally scheduled redemption
L-7
<PAGE> 12
date. If payment of the Series E-1 Redemption Price is improperly withheld or
refused and not paid by the Partnership, distributions on such Series E-1
Preferred Units will continue to accumulate from the originally scheduled
redemption date to the date of payment, in which case the actual payment date
will be considered the Partnership Redemption Date for purposes of calculating
the Series E-1 Redemption Price.
(vi) If full cumulative distributions on the Series E-1
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, then
except in fulfilment of an exercise of the redemption rights set forth in
Paragraph 2.E below or, in the case of Parity Units, the exercise of any similar
redemption, conversion or other similar option granted concurrently with the
issuance of such Parity Units, 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 Partnership
may not redeem Series E-1 Preferred Units held by persons other than the General
Partner or any Parity Units and neither the Partnership nor the General Partner
may purchase, redeem or otherwise acquire Series E-1 Preferred Units or any
Parity Units other than in exchange for Junior Units.
(vii) If fewer than all the Series E-1 Preferred Units
represented by any certificate are redeemed, the Partnership shall issue new
certificates representing the unredeemed Series E-1 Preferred Units without cost
to the holders thereof.
E. Series E-1 Preferred Unit Holder Redemption Right.
(i) General. (a) Commencing on the earlier of May 1 or
November 1 first following the first anniversary of the date of issuance, and
subject to the remainder of this Paragraph 2.E, a holder of the Series E-1
Preferred Units shall have the right (the "Series E-1 Redemption Right") to
require the Partnership to redeem Series E-1 Preferred Units held by it on the
Series E-1 Specified Redemption Date for, at the holder's election, either (x)
the number of fully paid and non-assessable Class A Units obtained by dividing
the aggregate Liquidation Preference of the Series E-1 Preferred Units being
redeemed by the Conversion Price (as in effect at the time and on the Series E-1
Specified Redemption Date) or (y) cash at a redemption price obtained by
multiplying the number of Class A Units that would have been receivable under
the preceding clause (x) by the Value on the redemption date of one Common
Share. Upon such redemption the Partnership shall also pay the partner
exercising the Series E-1 Redemption Right (the "Series E-1 Redeeming Partner")
any accumulated and unpaid distributions (whether or not declared) for the
Series E-1 Preferred Units for any Distribution Period ending prior to the
Series E-1 Specified Redemption Date. Any such Series E-1 Redemption Right shall
be exercised pursuant to a notice of redemption comparable to the Notice of
Redemption required under Section 8.6 of the Agreement (such notice, a "Series
E-1 Notice of Redemption")
L-8
<PAGE> 13
delivered to the Partnership (with a copy to the General Partner) by the Series
E-1 Redeeming Partner. In addition, except as otherwise provided herein to the
contrary, any redemption pursuant to the Series E-1 Redemption Right shall be
subject to all of the provisions of the Agreement limiting redemptions under
Paragraph 8.6 of the Agreement as if it were a redemption under that section.
(b)The Series E-1 Redeeming Partner shall have no right with
respect to any Series E-1 Preferred Units so redeemed to receive any
distributions paid after the Series E-1 Specified Redemption Date, unless the
record date for the distribution preceded the Series E-1 Specified Redemption
Date. If the record date for such distribution was a date prior to the Series
E-1 Specified Redemption Date and the Distribution Payment Date in respect of
such distribution was a date after the Series E-1 Specified Redemption Date,
such Series E-1 Redeeming Partner shall be required, as a condition of the
redemption of such Series E-1 Preferred Units, to pay the amount of such
distribution to the Partnership (if such Series E-1 Preferred Units are redeemed
for cash) or to the General Partner (if such Series E-1 Preferred Units are
redeemed for Common Shares). If payment of the redemption price required under
Paragraph 2.E(i)(a) above is improperly withheld or refused and not paid by the
Partnership, distributions on such Series E-1 Preferred Units will continue to
accumulate from the originally scheduled redemption date to the date of payment,
in which case the actual payment date will be considered the Series E-1
Specified Redemption Date for purposes of calculating the redemption price.
(c)The Assignee of any Limited Partner may exercise the rights of
such Limited Partner pursuant to this Paragraph 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 E-1 Preferred Units has delivered a Series E-1 Notice of Redemption
and has specified that the redemption is to be satisfied in cash (as opposed to
Class A Units), 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 E-1
Redemption Right by delivering to the Series E-1 Redeeming Partner on the Series
E-1 Specified Redemption Date either (x) the cash redemption price required in
Paragraph 2.E(i)(a)(y) above or (y) a number of Common Shares equal to the
number of Class A Units that would have been issuable by the
L-9
<PAGE> 14
Partnership if the Series E-1 Redeeming Partner had elected to redeem its Series
E-1 Preferred Units for Class A Common Units pursuant to Paragraph 2.E(i)(a)(x)
above (subject to modification as set forth in Paragraph 2.E(ii)(c) and
Paragraph 2.E(vi) below). Unless the General Partner, in its sole and absolute
discretion, shall exercise its right to assume directly and satisfy the Series
E-1 Redemption Right, the General Partner shall not have any obligation to the
Redeeming Partner or to the Partnership with respect to the Series E-1 Redeeming
Partner's exercise of the Series E-1 Redemption Right. In the event the General
Partner shall exercise its right to satisfy the Series E-1 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 pay any amount to the Series E-1 Redeeming
Partner with respect to such partner's exercise of the Series E-1 Redemption
Right, and each of the Series E-1 Redeeming Partner, the Partnership and the
General Partner shall, for federal income tax purposes, treat the transaction
between the General Partner and the Series E-1 Redeeming Partner as a sale of
the partner's Series E-1 Preferred 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 E-1 Preferred Units to exercise the Series E-1
Redemption Right afforded pursuant to paragraph (i) above.
(b) In the event that the Partnership redeems Series E-1
Preferred Units for cash in accordance with Paragraph 2.E(i)(a)(y), the units so
redeemed shall be terminated. In the event that the General Partner determines
to acquire the Series E-1 Redeeming Partner's Series E-1 Preferred Units,
whether for cash or Common Shares, then upon acquisition of such units by the
General Partner, the General Partner shall be treated for all purposes of the
Agreement as the owner of those Series E-1 Preferred Units so acquired and
concurrently with any such acquisition of Series E-1 Preferred Units by the
General Partner for Common Shares, the Series E-1 Preferred Units so acquired
shall automatically be converted into a number of Class A Units equal to the
number of Common Shares paid by the General Partner to acquire those Units
(subject to modification as set forth in paragraph (c) below). Regardless of the
method of redemption or consideration paid, any accumulated and unpaid
distributions on Series E-1 Preferred Units for any period following the most
recently completed Distribution Period preceding to the date of redemption shall
be extinguished upon redemption.
(c) In the event that 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 E-1 Preferred Shares), in
each case as a result of which Common 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 pursuant to Paragraph 2.E(i)(a)(x) in lieu of a Common Share
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
L-10
<PAGE> 15
upon consummation of such transaction in return for one Common Share; and the
General Partner may not become a party to any such transaction unless the terms
thereof are consistent with the foregoing.
(d) Each Redeeming Partner agrees to execute such documents as
the General Partner may reasonably require in connection with the issuance of
Common Shares upon exercise of the Series E-1 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 E-1 Redemption Right pursuant to Section
2.E(i)(a)(y) if (but only as long as) the delivery of Common Shares to such
Partner on the Series E-1 Specified Redemption Date (a) would be prohibited
under the Declaration of Trust, or (b) as long as the Common 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 E-1 Redemption Right).
(iv) No Liens on Partnership Units Delivered for Redemption.
All Series E-1 Preferred Units delivered for redemption must 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 E-1 Preferred Units which are or may be subject to any liens. In the
event any state or local property transfer tax is payable as a result of the
transfer of its Series E-1 Preferred Units to the Partnership or the General
Partner, the redeeming partner must assume and pay such transfer tax.
(v) No fractional Class A Unit or fractional Common Share
shall be issued upon redemption of any Series E-1 Preferred Unit. Instead, the
Partnership or General Partner, as applicable, shall pay the Series E-1
Redeeming Partner an amount in cash based upon the Value of the Common Shares on
the Trading Day immediately preceding the date of redemption.
(vi) The Conversion Price shall be adjusted in a manner
comparable to the adjustment of the conversion price applicable to the Series A
Preferred Shares of the General Partner as provided in Section 7(d) of the
Articles Supplemental ($3.25 Series A Convertible Preferred Shares) of the
Declaration of Trust of the General Partner.
(vii) Notwithstanding the prohibition on redemption during the
first year following issuance of a Class A Unit stated in the first sentence of
Section 8.6.A(i) of the Agreement, the redemption rights granted in Section
8.6.A shall be available with respect to any Class A Unit issued in fulfilment
of the Partnership's redemption obligations pursuant to this Paragraph 2.E at
any time commencing on the earlier of May
L-11
<PAGE> 16
1 or November 1 first following the first anniversary of the date of issuance of
the Series E-1 Preferred Unit in respect of which said Class A Unit was issued.
(viii) In the event that the General Partner provides notice
to the Limited Partners, pursuant to Section 8.5.C of the Agreement, then in
addition to the rights otherwise granted in Paragraph 2.E(i), the redemption
right granted in Paragraph 2.E(i) (if then available) shall be exercisable for
cash as contemplated in Paragraph 2.E(i)(a)(y) during the period commencing on
the date on which the General Partner provides such notice and ending on the
record date to determine shareholders eligible to receive the distribution or
vote upon the approval of the merger, sale or other extraordinary transaction to
which the Section 8.5.C notice relates (or, if no such record date is
applicable, the date that is twenty (20) days after the date on which the
General Partner provides such notice on the additional terms set forth in the
next sentence.) In the event that this paragraph (viii) applies, the Series E-1
Specified Redemption Date shall be the sooner of (1) the sixtieth (60th) day
(or, if applicable pursuant to the definition of the term "Series E-1 Specified
Redemption Date", the tenth (10th) Business Day) after the Partnership receives
the Series E-1 Redemption Notice or (2) the Business Day immediately preceding
the record date to determine shareholders eligible to receive a distribution or
vote on approval; provided that if such time period determined pursuant to
clause (1) or (2) above expires in less than sixty (60) days (or, if applicable,
ten (10) Business Days) and the General Partner does not elect to redeem the
subject Series E-1 Preferred Units for Common Shares, the Partnership will have
up to sixty (60) days (or, if applicable, ten (10) Business Days) from receipt
of the Series E-1 Redemption Notice to deliver payment in respect of such Series
E-1 Preferred Units.
F. Ranking. (i) Any class or series of Partnership Units shall
be deemed to rank:
(a) prior to the Series E-1 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 E-1 Preferred Units;
(b) on a parity with the Series E-1 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
E-1 Preferred Units, if the holders of such Partnership Units of such class or
series and the Series E-1 Preferred Units shall be entitled to the receipt of
distributions and of amounts distributable upon liquidation, dissolution or
L-12
<PAGE> 17
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 E-1 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 E-1 Preferred Units shall be entitled to receive distributions or 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, the Series B Preferred
Units, the Series C-1 Preferred Units and the Series D-1 Preferred Units shall
be Parity Units with respect to the Series E-1 Preferred Units and the holders
of the Series E-1 Preferred Units, the Series A Preferred Units, Series B
Preferred Units, Series C-1 Preferred Units and Series D-1 Preferred Units shall
be entitled to receive distributions and 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 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 E-1 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 E-1 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 E-1 Preferred Units shall receive: (i) 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
L-13
<PAGE> 18
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 E-1 Preferred Units 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 F(ii)(a) and
F(ii)(b) of this Exhibit L 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 E-1 Preferred Units and such other
Partnership Units, as applicable, to the total amounts to be paid the Series E-1
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 E-1
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 E-1 Preferred Units
except that references to distributions made to the Class C Units shall be
deemed to refer to distributions made to the Series E-1 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 E-1 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
Units, as applicable; references to Class D Units in Article VI of the Agreement
shall be deemed to also refer to Series E-1 Preferred Units except that
references to distributions made to the Class D Units shall be deemed to refer
to distributions made to the Series E-1
L-14
<PAGE> 19
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 E-1 Preferred Units 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 E-1 Preferred Units except that references to distributions
made to Preference Units shall be deemed to refer to distributions made to the
Series E-1 Preferred Units in a pro rata manner with such distributions, if any,
made to the Preference Units.
G. Voting. (i) Except as required by law or as required under
Section 14.1.D of the Agreement, the holders of the Series E-1 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. When entitled
to vote on a matter being submitted to holders of Partnership Units of more than
one Class or Series, the Series E-1 Preferred Units shall vote together as a
class.
(ii) So long as any Series E-1 Preferred Units are
outstanding, the General Partner shall not authorize the issuance of, and the
Partnership shall not issue, 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 E-1
Preferred Units as to the payment of distributions or as to the distribution of
assets on any liquidation, dissolution or winding up of the General Partner or
the Partnership, unless (i) 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 or (ii) the aggregate liquidation preference of all such issued
and outstanding Partnership Units (excluding for purposes hereof any Partnership
Units of the type referred to in the preceding clause (i)) does not exceed
$350,000,000, it being understood that the General Partner and the Partnership
shall have the absolute right to authorize and issue any such Partnership Units
so long as the aggregate liquidation preference of all such Units (excluding for
purposes hereof any Partnership Units of the type referred to in the preceding
clause (i)) outstanding at any time when any Series E-1 Preferred Units are also
outstanding shall
L-15
<PAGE> 20
not exceed $350,000,000.
H. Restrictions on Ownership and Transfer. (i) Transfers of
Series E- 1 Preferred Units shall be governed by Article XI of the Agreement.
(ii) No person may, while owning, directly or indirectly,
equity interests in the Partnership with an aggregate value equal to or
exceeding 5% of the total value of the outstanding equity interests in the
Partnership, own, either directly or under the attribution rules of Section
318(a) of the Code (as modified by Section 856(d)(5) of the Code, and using the
principles of Section 7704(d)(3)(B) of the Code in determining when interests
owned, directly or under the attribution rules, by a partner in an entity that
is treated as a partnership for federal tax purposes as owned by such entity),
any equity interests in Vornado Operating Company, Vornado Operating L.P.,
Charles E. Smith Commercial Realty L.P. ("CSCR") or any direct or indirect
tenant or subtenant of the Partnership or any of its subsidiaries; (Vornado
Operating Company, Vornado Operating L.P., CSCR or any direct or indirect tenant
or subtenant of the Partnership or its subsidiaries, collectively, the "Vornado
Tenants"); provided, (1) that while the direct or indirect holder of the Series
E-1 Preferred Units is Commonwealth Atlantic Properties Inc. ("CAPI") or
Commonwealth Atlantic-Crystal City OP Holding Inc., only equity interests in
Vornado Tenants actually owned by CAPI, entities controlled by CAPI, LF
Strategic Realty Investors, L.P. ("LFSRI") (during such period as LFSRI holds,
directly or indirectly, an equity interest in CAPI) , entities controlled by
LFSRI (during such period as LFSRI holds, directly or indirectly, an equity
interest in CAPI) and, solely in the case of Vornado Operating Company and
Vornado Realty L.P., the general partners of LFSRI (during such period as LFSRI
holds, directly or indirectly, an equity interest in CAPI) or entities
controlled by any such general partner (during such period as LFSRI holds,
directly or indirectly, an equity interest in CAPI) shall be taken into account,
(2) that ownership of Vornado Tenants will not violate the provisions of this
Paragraph 2.H(ii) if (x) the person owning, directly or indirectly, the Series
E-1 Preferred Units owns, under the principles of this Paragraph 2.H(ii) less
than 10% of the stock, assets or profits interests in the Vornado Tenant or (y)
the aggregate amount of rent received of accrued from the Vornado Tenants in
which the relevant person owns, under the principles of this Paragraph 2.H(ii),
10% or more of the stock, assets or profits interests constitutes less than 10%
of the gross income of the Partnership, and (3) Vornado Tenant ownership shall
breach this provision only where the Vornado Tenant ownership would cause either
(x) the General Partner to fail to qualify as a "real estate investment trust")
for purposes of Section 856 of the Code or (y) the Partnership to be treated as
a publicly traded partnership treated as a corporation under Section 7704(a) of
the Code. If at any time any person would, but for the provisions of this
Paragraph 2.H, own, directly or under the attribution rules of Section 318(a) of
the Code (as modified by Section 856(d)(5) and Section 7704(d)(3)(B) of the
Code, applying Section 7704(d)(3)(B) rather than Section 856(d)(5) in treating
interests owned by a partner in an entity that is treated
L-16
<PAGE> 21
as a partnership for federal tax purposes as owned by such entity), (A) 5
percent or more (by value) of the outstanding equity interests in the
Partnership and (B) an interest in a Vornado Tenant in violation of the
preceding sentence, then, effective immediately prior to such point in time, a
portion of the interests in the Partnership owned, either directly or
indirectly, by such person (but limited to the E-1 Preferred Units) shall become
"Excess Units". The portion that shall become Excess Units shall be the smallest
portion necessary to cause such person to own, either directly or indirectly,
interests in the Partnership with a value that is not in excess of 4.9 percent
of the value of the Partnership's outstanding interests. While interests in the
Partnership are Excess Units, such interests will be deemed to have been
transferred by operation of law to a trust (the "Special Trust") for the
exclusive benefit of an organization described in Section 501(c)(3) of the Code
and designated by the General Partner. The Partnership, as trustee of the
Special Trust, shall be entitled to receive all distributions made in respect of
Excess Units. Any distributions made prior to the discovery that interests in
the Partnership have become Excess Units shall be repaid to the Partnership as
trustee of the Special Trust. The trustee shall exercise all rights associated
with interests in the Partnership that become Excess Units during the period
that such interests are Excess Units. The Partnership shall have the right to
transfer the Excess Units held in the Special Trust to any person. The holder of
the interests that became Excess Units (or such holder's successor) shall be
entitled to receive, from the proceeds of such a transfer, an amount not in
excess of the lesser of (X) the fair market value of the interests that became
Excess Units on the date they became Excess Units and (Y) the consideration for
the transfer of the Excess Units. Excess Units shall cease to be treated as
Excess Units following such a transfer. In the event that a liquidating
distribution is made in respect of Excess Units, the holder of the interests
that became Excess Units (or such holder's successor) shall be entitled to
receive a portion of such distribution not in excess of the fair market value of
the interests that became Excess Units on the day they became Excess Units. The
Partnership agrees that if it becomes aware that Partnership interests have
become Excess Units, then it will make reasonable efforts to cause a transfer of
such Excess Units as promptly as practicable; provided, however, that if such
Partnership interests were held by CAPI or Commonwealth Atlantic - Crystal City
OP Holdings Inc., then the Partnership will make reasonable efforts to cause a
transfer of such Excess Units following January 2, 2004. No holder of
Partnership Units will be subject to any liability for damages, monetary or
otherwise, as a result of a breach of this Section H(ii), other than having
their interests become Excess Units under this Section H(ii) and, as a result,
being liable to pay
over any distributions or other amounts which the holder receives to which it is
not entitled under the Excess Units provisions of this Section H(ii).
(iii) Without the prior written consent of the Partnership,
Series E-1
L-17
<PAGE> 22
Preferred Units may not be transferred (x) through (1) a national, non-U.S.,
regional, local or other securities exchange, (2) PORTAL, or (3) an
over-the-counter market (including an interdealer quotation system that
regularly disseminates firm buy or sell quotations by identified brokers or
dealers by electronic means or otherwise) or (y) to or through (A) a person,
such as a broker or dealer, that makes a market in, or regularly quotes prices
for, interests in the Partnership or (B) a person that regularly makes available
to the public (including customers or subscribers) bid or offer quotes with
respect to any interests in the Partnership and stands ready to effect
transactions at the quoted prices for itself or on behalf of others.
L-18
<PAGE> 23
Attachment 2
EXHIBIT A (3/3/99) - CAPI TRANSACTION
VORNADO REALTY L.P.
PARTNERS AND PARTNERSHIP INTERESTS
<TABLE>
<CAPTION>
CLASS OF UNITS
--------------------------------------------------------------------
SERIES A VALUE PERCENTAGE SERIES B-1 VALUE PERCENTAGE
PREFERRED OF OF PREFERRED OF OF
UNITS SERIES A SERIES A UNITS SERIES B-1 SERIES B-1
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C>
Vornado Realty Trust 5,789,239 $297,508,992 100.0000%
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.
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
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> 24
<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.
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%
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> 25
<TABLE>
<CAPTION>
CLASS OF UNITS
--------------------------------------------------------------------------
SERIES D-1 VALUE PERCENTAGE SERIES E-1 VALUE PERCENTAGE
PREFERRED OF OF PREFERRED OF OF
UNITS SERIES D-1 SERIES D-1 UNITS SERIES E-1 SERIES E-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.
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%
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
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> 26
<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 43,527,559 43,527,559 $1,552,628,030 47.3996%
Vornado Finance Corp 35,282,694 35,282,694 $1,258,533,695 38.4213%
Vornado Investment Corporation 3,666,666 3,666,666 $130,789,976 3.9928%
40 East 14 Realty Associates 0 $0 0.0000%
General Partnership 1,639,278 1,639,278 $58,473,046 1.7851%
825 Seventh Avenue Holding Corporation 235,516 235,516 $8,400,856 0.2565%
Menands Holdings Corporation 536,524 536,524 $19,137,811 0.5843%
Two Guys From Harrison, N.Y., Inc. 180,890 180,890 $6,452,346 0.1970%
Washington Design Center, L.L.C. 65,807 65,807 $2,347,336 0.0717%
Merchandise Mart Owners, L.L.C. 0 $0 0.0000%
Merchandise Mart Enterprises, L.L.C. 395,967 395,967 $14,124,143 0.4312%
World Trade Center Chicago, L.L.C. 603,948 603,948 $21,542,825 0.6577%
Greene Street 1998 Exchange Fund, L.P. 0 $0 0.0000%
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic-Crystal City
OP Holding Inc.
Jacob H Froelich, Jr. 202,411 202,411 $7,220,000 0.2204%
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%
The Mendik Partnership, L.P. 2,512,023 2,512,023 $89,603,860 2.7355%
Mendik Realty Company, Inc. 161 161 $5,743 0.0002%
FW / Mendik REIT, L.L.C. (2) 486,540 486,540 $17,354,882 0.5298%
Mendik RELP Corp. 846 846 $30,177 0.0009%
2750 Associates 2,704 2,704 $96,452 0.0029%
Abrams, Trust U/W/O Ralph 7,244 7,244 $258,393 0.0079%
Adler, Robert 2,496 2,496 $89,032 0.0027%
Alpert, Vicki 5,228 5,228 $186,483 0.0057%
Ambassador Construction Company, Inc. 37,178 37,178 $1,326,139 0.0405%
Aschendorf-Shasha, Ellen 1,710 1,710 $60,996 0.0019%
Ash, Herbert 154 154 $5,493 0.0002%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Barbara Schwartz 4,278 4,278 $152,596 0.0047%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Ellis Schwartz 256 256 $9,132 0.0003%
Barr, Thomas 1,844 1,844 $65,775 0.0020%
Barkin, Leonard 962 962 $34,315 0.0010%
Batkin, Nancy 0 0 $0 0.0000%
Batkin, Nancy 1998 Trust u/a/d 5/11/98 108 6,338 6,446 $229,929 0.0070%
Berenson, David 1,034 1,034 $36,883 0.0011%
Berenson, Joan 1,382 1,382 $49,296 0.0015%
Berenson, Richard 842 842 $30,034 0.0009%
Berenson, Robert 1,762 1,762 $62,851 0.0019%
Berger, Alica C. 374 374 $13,341 0.0004%
Bianculli, Louis 5,604 5,604 $199,895 0.0061%
Bierman, Jacquin 5,376 5,376 $191,762 0.0059%
Blumenthal, Joel Marie 154 154 $5,493 0.0002%
Braverman, Madlyn 35,032 35,032 $1,249,591 0.0381%
Bonk, Chris 75,344 75,344 $2,687,520 0.0820%
Carb, Sally 1,793 1,793 $63,956 0.0020%
Carney, Thomas 1,419 1,419 $50,616 0.0015%
Chambers, Robert 145 7,961 8,106 $289,141 0.0088%
CHO Enterprises 5,364 5,364 $191,334 0.0058%
Dembner, Shirley 145 78 223 $7,954 0.0002%
Dembner, Shirley UGMA 0 $0 0.0000%
for Lindsey Dembner 3,462 3,462 $123,490 0.0038%
Doner, Max 3,364 3,364 $119,994 0.0037%
Downey, Michael 83,226 83,226 $2,968,671 0.0906%
Dryfoos, Jacqueline 962 962 $34,315 0.0010%
Dubrowski, Raymond 2,304 2,304 $82,184 0.0025%
Evans, Ben 104 104 $3,710 0.0001%
Field, Walter L. 1,680 1,680 $59,926 0.0018%
Jesse Fierstein & Co. 4,045 4,045 $144,285 0.0044%
Fischer, Alan A. 3,364 3,364 $119,994 0.0037%
Freedman, Robert 5,770 5,770 $205,816 0.0063%
Gershon, Estate of Murray 10,494 10,494 $374,321 0.0114%
Getz, Howard 333 333 $11,878 0.0004%
Getz, Sandra 7,328 7,328 $261,390 0.0080%
Getz, Sandra & Howard 748 748 $26,681 0.0008%
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
TOTAL TOTAL PERCENTAGE
UNITS VALUE INTEREST
---------- -------------- --------
<S> <C> <C> <C>
Vornado Realty Trust 90,858,366(1) $3,331,924,752 83.2010%
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. 365,807 $17,347,336 0.4332%
Merchandise Mart Owners, L.L.C. 1,049,349 $52,467,450 1.3102%
Merchandise Mart Enterprises, L.L.C. 395,967 $14,124,143 0.3527%
World Trade Center Chicago, L.L.C. 603,948 $21,542,825 0.5379%
Greene Street 1998 Exchange Fund, L.P. 3,500,000 $87,500,000 2.1850%
Commonwealth Atlantic Properties, Inc. 3,899,333 $194,966,650 4.8685%
Commonwealth Atlantic - Crystal City 1,098,667 $54,933,350 1.3717%
OP Holding Inc.
Jacob H. Froelich, Jr. 352,478 $12,572,890 0.3140%
S.D. Phillips 9,976 $355,844 0.0089%
George W. Lyles 70,044 $2,498,469 0.0624%
Canoe House Partners, LLC 200,090 $7,137,210 0.1782%
Roaring Gap Limited Partnership 290,158 $10,349,936 0.2584%
Phillips Property Company, LLC 27,577 $983,672 0.0246%
The Mendik Partnership, L.P. 2,512,023 $89,603,860 2.2375%
Mendik Realty Company, Inc. 161 $5,743 0.0001%
FW / Mendik REIT, L.L.C. (2) 486,540 $17,354,882 0.4334%
Mendik RELP Corp. 846 $30,177 0.0008%
2750 Associates 2,704 $96,452 0.0024%
Abrams, Trust U/W/O Ralph 7,244 $258,393 0.0065%
Adler, Robert 2,496 $89,032 0.0022%
Alpert, Vicki 5,228 $186,483 0.0047%
Ambassador Construction Company, Inc. 37,178 $1,326,139 0.0331%
Aschendorf-Shasha, Ellen 1,710 $60,996 0.0015%
Ash, Herbert 154 $5,493 0.0001%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $152,596 0.0038%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Ellis Schwartz 256 $9,132 0.0002%
Barr, Thomas 1,844 $65,775 0.0016%
Barkin, Leonard 962 $34,315 0.0009%
Batkin, Nancy 0 $0 0.0000%
Batkin, Nancy 1998 Trust u/a/d 5/11/98 6,446 $229,929 0.0057%
Berenson, David 1,034 $36,883 0.0009%
Berenson, Joan 1,382 $49,296 0.0012%
Berenson, Richard 842 $30,034 0.0007%
Berenson, Robert 1,762 $62,851 0.0016%
Berger, Alice C. 374 $13,341 0.0003%
Bianculli, Louis 5,604 $199,895 0.0050%
Bierman, Jacquin 5,376 $191,762 0.0048%
Blumenthal, Joel Marie 154 $5,493 0.0001%
Braverman, Madlyn 35,032 $1,249,591 0.0312%
Bonk, Chris 75,344 $2,687,520 0.0671%
Carb, Sally 1,793 $63,956 0.0016%
Carney, Thomas 1,419 $50,616 0.0013%
Chambers, Robert 8,106 $289,141 0.0072%
CHO Enterprises 5,364 $191,334 0.0048%
Dembner, Shirley 223 $7,954 0.0002%
Dembner, Shirley UGMA 0 $0 0.0000%
for Lindsey Dembner 3,462 $123,490 0.0031%
Doner, Max 3,364 $119,994 0.0030%
Downey, Michael 83,226 $2,968,671 0.0741%
Dryfoos, Jacqueline 962 $34,315 0.0009%
Dubrowski, Raymond 2,304 $82,184 0.0021%
Evans, Ben 104 $3,710 0.0001%
Field, Walter L. 1,680 $59,926 0.0015%
Jesse Fierstein & Co. 4,045 $144,285 0.0036%
Fischer, Alan A. 3,364 $119,994 0.0030%
Freedman, Robert 5,770 $205,816 0.0051%
Gershon, Estate of Murray 10,494 $374,321 0.0093%
Getz, Howard 333 $11,878 0.0003%
Getz, Sandra 7,328 $261,390 0.0065%
Getz, Sandra & Howard 748 $26,681 0.0007%
</TABLE>
<PAGE> 28
<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 $14,767 0.0005% 414 $14,767 0.0004%
Ginsberg, Benedict 932 932 $33,244 0.0010% 932 $33,244 0.0008%
Goldberg, Clarence 916 916 $32,674 0.0010% 916 $32,674 0.0008%
Goldring, Stanley 10,833 10,833 $386,413 0.0118% 10,833 $386,413 0.0096%
Goldschmidt, Beatrice 22,045 22,045 $786,345 0.0240% 22,045 $786,345 0.0196%
Goldschmidt, Charles 10,752 10,752 $383,524 0.0117% 10,752 $383,524 0.0096%
Goldschmidt, Edward 12,842 12,842 $458,074 0.0140% 12,842 $458,074 0.0114%
Goldschmidt, C. Trust U/A/D 7/11/90 8,389 8,389 $299,236 0.0091% 8,389 $299,236 0.0075%
Goldschmidt, Lawrence 92,454 92,454 $3,297,834 0.1007% 92,454 $3,297,834 0.0823%
Gorfinkle, Alaine 664 664 $23,685 0.0007% 664 $23,685 0.0006%
Gorfinkle, Lawrence 3,830 3,830 $136,616 0.0042% 3,830 $136,616 0.0034%
Gould Investors, L.P. 458,964 458,964 $16,371,246 0.4998% 458,964 $16,371,246 0.4088%
Green, Bernard 14,152 14,152 $504,802 0.0154% 14,152 $504,802 0.0126%
Green, Barbara 8,546 8,546 $304,836 0.0093% 8,546 $304,836 0.0076%
Greenbaum, David R. 701 701 $25,005 0.0008% 701 $25,005 0.0006%
Greif, Goldie 6,724 6,724 $239,845 0.0073% 6,724 $239,845 0.0060%
Gutenberg, Bernice 688 688 $24,541 0.0007% 688 $24,541 0.0006%
H L Silbert trustee U/W 19,976 19,976 $712,544 0.0218% 19,976 $712,544 0.0178%
of H A Goldman
Hagler, Philip 14,631 14,631 $521,888 0.0159% 14,631 $521,888 0.0130%
Harteveldt, Robert L. 5,128 5,128 $182,916 0.0056% 5,128 $182,916 0.0046%
Hirsch, Phillip J. 338 338 $12,056 0.0004% 338 $12,056 0.0003%
Hirsch, Judith 338 338 $12,056 0.0004% 338 $12,056 0.0003%
Hrusha, Alan 1,844 1,844 $65,775 0.0020% 1,844 $65,775 0.0016%
Hutner, Anne Trust F/B/O 4,610 4,610 $164,439 0.0050% 4,610 $164,439 0.0041%
Hutner, Estate of Irwin 11,334 11,334 $404,284 0.0123% 11,334 $404,284 0.0101%
INS Realty Associates 269,516 269,516 $9,613,636 0.2935% 269,516 $9,613,636 0.2401%
Fierstein Co. 28,415 28,415 $1,013,563 0.0309% 28,415 $1,013,563 0.0253%
Jaffe, Elizabeth 76 76 $2,711 0.0001% 76 $2,711 0.0001%
Jones, Hazel 2,496 2,496 $89,032 0.0027% 2,496 $89,032 0.0022%
Kaufman, Robert M. 338 338 $12,056 0.0004% 338 $12,056 0.0003%
Klein, Robin 3,364 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Knatten Inc. 141,998 141,998 $5,065,069 0.1546% 141,998 $5,065,069 0.1265%
Knight, Laureine 10,242 10,242 $365,332 0.0112% 10,242 $365,332 0.0091%
Komaroff, Stanley 576 576 $20,546 0.0006% 576 $20,546 0.0005%
Kosloff, Andrea 78 78 $2,782 0.0001% 78 $2,782 0.0001%
Kosloff, Andrea UGMA 0 $0 0.0000% 0 $0 0.0000%
for Adam Kosloff 2,116 2,116 $75,478 0.0023% 2,116 $75,478 0.0019%
Kosloff, Andrea UGMA 0 $0 0.0000% 0 $0 0.0000%
for Justin Kosloff 2,116 2,116 $75,478 0.0023% 2,116 $75,478 0.0019%
Koven, Irving 0 0 $0 0.0000% 0 $0 0.0000%
Koven, Esther 11,208 11,208 $399,789 0.0122% 11,208 $399,789 0.0100%
Kowal, Myron as Custodian 0 $0 0.0000% 0 $0 0.0000%
for Andrew Kowal 748 748 $26,681 0.0008% 748 $26,681 0.0007%
Kramer, Saul 652 652 $23,257 0.0007% 652 $23,257 0.0006%
Kuhn, James D. 1,606 151,046 152,652 $5,445,097 0.1662% 152,652 $5,445,097 0.1360%
Kuhn, Leo 902 902 $32,174 0.0010% 902 $32,174 0.0008%
Kurshan, Herbert 2,496 2,496 $89,032 0.0027% 2,496 $89,032 0.0022%
Lauder, Leonard 4,660 4,660 $166,222 0.0051% 4,660 $166,222 0.0042%
Lauder, Ronald 4,660 4,660 $166,222 0.0051% 4,660 $166,222 0.0042%
Leff, Joseph 3,364 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Leff, Valerie 3,364 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Lefkowitz, Howard 414 414 $14,767 0.0005% 414 $14,767 0.0004%
LeRoy Partners 0 0 $0 0.0000% 0 $0 0.0000%
Liroff, Harriett 12,166 12,166 $433,961 0.0132% 12,166 $433,961 0.0108%
Liroff, Richard 1,532 1,532 $54,646 0.0017% 1,532 $54,646 0.0014%
Loewengart, Irene 1,664 1,664 $59,355 0.0018% 1,664 $59,355 0.0015%
Lovitz, David 2,244 2,244 $80,043 0.0024% 2,244 $80,043 0.0020%
M. Westport Associates 3,412 3,412 $121,706 0.0037% 3,412 $121,706 0.0030%
Maayan Partners 9,616 9,616 $343,003 0.0105% 9,616 $343,003 0.0086%
Marvin, Morton 914 914 $32,602 0.0010% 914 $32,602 0.0008%
Marvin, Suzanne 76 76 $2,711 0.0001% 76 $2,711 0.0001%
Maynard, Jean 2,304 2,304 $82,184 0.0025% 2,304 $82,184 0.0021%
Mazer, David 6,724 6,724 $239,845 0.0073% 6,724 $239,845 0.0060%
Mazer, Richard 6,724 6,724 $239,845 0.0073% 6,724 $239,845 0.0060%
Mendik, Bernard 13,162 13,162 $469,489 0.0143% 13,162 $469,489 0.0117%
Mendik, Susan 976 930 1,906 $67,987 0.0021% 1,906 $67,987 0.0017%
Mendik, Susan Trust 36 4,474 4,510 $160,872 0.0049% 4,510 $160,872 0.0040%
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 $365,832 0.0112% 10,256 $365,832 0.0091%
Mil Equities 13,334 13,334 $475,624 0.0145% 13,334 $475,624 0.0119%
Myers Group III, Inc. 17,641 17,641 $629,254 0.0192% 17,641 $629,254 0.0157%
Myers Group IV, Inc. 126,979 126,979 $4,529,341 0.1383% 126,979 $4,529,341 0.1311%
Nevas, Alan 1,636 1,636 $58,356 0.0018% 1,636 $58,356 0.0015%
Nevas, Leo 3,271 3,271 $116,677 0.0036% 3,271 $116,677 0.0029%
Nicardo Corporation 0 0 $0 0.0000% 0 $0 0.0000%
Novick, Lawrence 154 154 $5,493 0.0002% 154 $5,493 0.0001%
Oestreich, David A. 38,808 38,808 $1,384,281 0.0423% 38,808 $1,384,281 0.0346%
Oestreich, Joan E. 38,802 38,802 $1,384,067 0.0423% 38,802 $1,384,067 0.0346%
</TABLE>
<PAGE> 29
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Series A Value Percentage Series B-1 Value Percentage Series B-2 Value Percentage
Preferred of of Preferred of of Preferred of of
Units Series A Series A Units Series B-1 Series B-1 Units Series B-2 Series B-2
- ------------------------------------------------------------------------------------------------------------------------------------
<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% 899,566 $44,978,300 100.00% 449,783 $22,489,150 100.00%
---------------------------------- ----------------------------- -----------------------------
</TABLE>
<PAGE> 30
<TABLE>
Class of Units
- ------------------------------------------------------------------------------------------------------------------
Series C-1 Value Percentage Series D-1 Value Percentage
Preferred of of Preferred of of
Units Series C-1 Series C-1 Units Series D-1 Series D-1
- ------------------------------------------------------------------------------------------------------------------
<S> <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 747,912 $26,678,021 100.00% 3,500,000 $87,500,000 100.00%
---------------------------------- ----------------------------------
</TABLE>
<PAGE> 31
<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. 30,180
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. 34,958
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 77,458
Weissman, Sheila 664
Williams, John 2,244
---------------------------------
TOTAL 86,956,908 3,534,098 1,340,011
---------------------------------
</TABLE>
<PAGE> 32
<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 $164,439 0.0050% 4,610 $164,439 0.0041%
Oppenheimer, Martin J. 338 $12,056 0.0004% 338 $12,056 0.0003%
Oppenheimer, Suzanne 338 $12,056 0.0004% 338 $12,056 0.0003%
Oshatz, Michael P. 30,180 $1,076,521 0.0329% 30,180 $1,076,521 0.0269%
Phillips, Family Trust UWO Edith 0 $0 0.0000% 0 $0 0.0000%
Phillips, Jonathan 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Phillips, Lynn 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
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 $92,778 0.0028% 2,601 $92,778 0.0023%
RCAY S.A. 0 0 $0 0.0000% 0 $0 0.0000%
Reichler, Richard 5,400 $192,618 0.0059% 5,400 $192,618 0.0048%
Reingold, Suzy 4,888 $174,355 0.0053% 4,888 $174,355 0.0044%
Roberts, H. Richard 39,426 $1,406,325 0.0429% 39,426 $1,406,325 0.0351%
Roche, Sara 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Rolfe, Ronald 1,844 $65,775 0.0020% 1,844 $65,775 0.0016%
Rosenberg, Ilse 576 $20,546 0.0006% 576 $20,546 0.0005%
Rosenheim, Revocable Living 0 $0 0.0000% 0 $0 0.0000%
Trust of Edna 1,124 $40,093 0.0012% 1,124 $40,093 0.0010%
Rosenzveig, Abraham 3,744 $133,548 0.0041% 3,744 $133,548 0.0033%
Rubashkin, Martin 460 $16,408 0.0005% 460 $16,408 0.0004%
Rubin, Murray M. 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Sahid, Joseph 1,844 $65,775 0.0020% 1,844 $65,775 0.0016%
Saunders, Paul 1,844 $65,775 0.0020% 1,844 $65,775 0.0016%
Saul, Andrew 20,196 $720,391 0.0220% 20,196 $720,391 0.0180%
Schacht, Ronald 988 $35,242 0.0011% 988 $35,242 0.0009%
Schwartz, Trust FBO Samuel 0 $0 0.0000% 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $152,596 0.0047% 4,278 $152,596 0.0038%
Schwartz, Trust FBO Samuel 0 $0 0.0000% 0 $0 0.0000%
UWO Ellis Schwartz 256 $9,132 0.0003% 256 $9,132 0.0002%
Schwartz, Trust FBO Carolynn 0 $0 0.0000% 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $152,596 0.0047% 4,278 $152,596 0.0038%
Schwartz, Trust FBO Carolynn 0 $0 0.0000% 0 $0 0.0000%
UWO Ellis Schwartz 256 $9,132 0.0003% 256 $9,132 0.0002%
Shapiro, Howard 932 $33,244 0.0010% 932 $33,244 0.0008%
Shapiro, Howard A. 336 $11,985 0.0004% 336 $11,985 0.0003%
Shapiro, Robert I. 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Shasha, Alfred 5,770 $205,816 0.0063% 5,770 $205,816 0.0051%
Shasha, Alfred A. & Hanina 7,484 $266,954 0.0081% 7,484 $266,954 0.0067%
Shasha, Alfred & Hanina 0 $0 0.0000% 0 $0 0.0000%
Trustees UTA 6/8/94 13,676 $487,823 0.0149% 13,676 $487,823 0.0122%
Shasha, Robert Y. 1,710 $60,996 0.0019% 1,710 $60,996 0.0015%
Shasha-Kupchick, Leslie 3,418 $121,920 0.0037% 3,418 $121,920 0.0030%
Sheridan Family Partners, L.P. 15,944 $568,722 0.0174% 15,944 $568,722 0.0142%
Shine, William 2,766 $98,663 0.0030% 2,766 $98,663 0.0025%
Silberstein, John J. 75,140 $2,680,244 0.0818% 75,140 $2,680,244 0.0669%
Silbert, Harvey I. 19,976 $712,544 0.0218% 19,976 $712,544 0.0178%
Simons, Robert 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Sims, David 52,938 $1,888,298 0.0576% 52,938 $1,888,298 0.0472%
Slaner, Estate of Alfred P. 34,958 $1,246,952 0.0381% 34,958 $1,246,952 0.0311%
Steiner, Phillip Harry 1,124 $40,093 0.0012% 1,124 $40,093 0.0010%
Steiner, Richard Harris 1,124 $40,093 0.0012% 1,124 $40,093 0.0010%
Tannenbaum, Bernard 912 $32,531 0.0010% 912 $32,531 0.0008%
Tannenbaum, Bernice 76 $2,711 0.0001% 76 $2,711 0.0001%
Tartikoff Living Trust 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Winik, Trust U/W/O Carolyn 3,364 $119,994 0.0037% 3,364 $119,994 0.0030%
Watt, Emily 1,332 $47,512 0.0015% 1,332 $47,512 0.0012%
Wang, Kevin 77,458 $2,762,927 0.0843% 77,458 $2,762,927 0.0690%
Weissman, Sheila 664 $23,685 0.0007% 664 $23,685 0.0006%
Williams, John 2,244 $80,043 0.0024% 2,244 $80,043 0.0020%
------------------------------------------------ ----------- -------------- ---------
TOTAL 0 91,831,017 3,275,612,376 100.0000% 108,215,517 $4,004,666,840 100.0000%
----------------------------------------------- ----------- -------------- ---------
</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 85,069,127
Original Mendik Partners 4,865,790
Kennedy Partners 1,065,722
Freezer Services Partners 144,620
Westport Partners 8,319
770 Broadway Partner 458,964
20 Broad Partners 16,064
High Point Partners 202,411
----------
91,831,017
==========
</TABLE>
<PAGE> 1
Exhibit 3.2
EXHIBIT A TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF VORNADO REALTY L.P.
3/11/99
NEWKIRK ACQUISITION
VORNADO REALTY L.P.
PARTNERS AND PARTNERSHIP INTERESTS
<TABLE>
<CAPTION>
CLASS OF UNITS
--------------------------------------------------------------------
SERIES A VALUE PERCENTAGE SERIES B-1 VALUE PERCENTAGE
PREFERRED OF OF PREFERRED OF OF
UNITS SERIES A SERIES A UNITS SERIES B-1 SERIES B-1
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C>
Vornado Realty Trust 5,789,239 $297,508,992 100.0000%
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.
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
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> 2
<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.
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%
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> 3
<TABLE>
<CAPTION>
CLASS OF UNITS
--------------------------------------------------------------------------
SERIES D-1 VALUE PERCENTAGE SERIES E-1 VALUE PERCENTAGE
PREFERRED OF OF PREFERRED OF OF
UNITS SERIES D-1 SERIES D-1 UNITS SERIES E-1 SERIES E-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.
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%
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
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> 4
<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 43,527,559 43,527,559 $1,552,628,030 46.7113%
Vornado Finance Corp 35,282,694 35,282,694 $1,258,533,695 37.8634%
Vornado Investment Corporation 3,666,666 3,666,666 $130,789,976 3.9349%
40 East 14 Realty Associates 0 $0 0.0000%
General Partnership 1,639,278 1,639,278 $58,473,046 1.7592%
825 Seventh Avenue Holding Corporation 235,516 235,516 $8,400,856 0.2527%
Menands Holdings Corporation 536,524 536,524 $19,137,811 0.5758%
Two Guys From Harrison, N.Y., Inc. 180,890 180,890 $6,452,346 0.1941%
Washington Design Center, L.L.C. 65,807 65,807 $2,347,336 0.0706%
Merchandise Mart Owners, L.L.C. 0 $0 0.0000%
Merchandise Mart Enterprises, L.L.C. 395,967 395,967 $14,124,143 0.4249%
World Trade Center Chicago, L.L.C. 603,948 603,948 $21,542,825 0.6481%
Greene Street 1998 Exchange Fund, L.P. 0 $0 0.0000%
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic-Crystal City
OP Holding Inc.
Jacob H Froelich, Jr. 202,411 202,411 $7,220,000 0.2172%
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%
1.4522%
The Mendik Partnership, L.P. 2,512,023 2,512,023 $89,603,860 2.6958%
Mendik Realty Company, Inc. 161 161 $5,743 0.0002%
FW / Mendik REIT, L.L.C. (2) 486,540 486,540 $17,354,882 0.5221%
Mendik RELP Corp. 846 846 $30,177 0.0009%
2750 Associates 2,704 2,704 $96,452 0.0029%
Abrams, Trust U/W/O Ralph 7,244 7,244 $258,393 0.0078%
Adler, Robert 2,496 2,496 $89,032 0.0027%
Alpert, Vicki 5,228 5,228 $186,483 0.0056%
Ambassador Construction Company, Inc. 37,178 37,178 $1,326,139 0.0399%
Aschendorf-Shasha, Ellen 1,710 1,710 $60,996 0.0018%
Ash, Herbert 154 154 $5,493 0.0002%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Barbara Schwartz 4,278 4,278 $152,596 0.0046%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Ellis Schwartz 256 256 $9,132 0.0003%
Barr, Thomas 1,844 1,844 $65,775 0.0020%
Barkin, Leonard 962 962 $34,315 0.0010%
Batkin, Nancy 0 0 $0 0.0000%
Batkin, Nancy 1998 Trust u/a/d 5/11/98 108 6,338 6,446 $229,929 0.0069%
Berenson, David 1,034 1,034 $36,883 0.0011%
Berenson, Joan 1,382 1,382 $49,296 0.0015%
Berenson, Richard 842 842 $30,034 0.0009%
Berenson, Robert 1,762 1,762 $62,851 0.0019%
Berger, Alica C. 374 374 $13,341 0.0004%
Bianculli, Louis 5,604 5,604 $199,895 0.0060%
Bierman, Jacquin 5,376 5,376 $191,762 0.0058%
Blumenthal, Joel Marie 154 154 $5,493 0.0002%
Braverman, Madlyn 35,032 35,032 $1,249,591 0.0376%
Bonk, Chris 75,344 75,344 $2,687,520 0.0809%
Carb, Sally 1,793 1,793 $63,956 0.0019%
Carney, Thomas 1,419 1,419 $50,616 0.0015%
Chambers, Robert 145 7,961 8,106 $289,141 0.0087%
CHO Enterprises 5,364 5,364 $191,334 0.0058%
Dembner, Shirley 145 78 223 $7,954 0.0002%
Dembner, Shirley UGMA 0 $0 0.0000%
for Lindsey Dembner 3,462 3,462 $123,490 0.0037%
Doner, Max 3,364 3,364 $119,994 0.0036%
Downey, Michael 83,226 83,226 $2,968,671 0.0893%
Dryfoos, Jacqueline 962 962 $34,315 0.0010%
Dubrowski, Raymond 2,304 2,304 $82,184 0.0025%
Evans, Ben 104 104 $3,710 0.0001%
Field, Walter L. 1,680 1,680 $59,926 0.0018%
Jesse Fierstein & Co. 4,045 4,045 $144,285 0.0043%
Fischer, Alan A. 3,364 3,364 $119,994 0.0036%
Freedman, Robert 5,770 5,770 $205,816 0.0062%
Gershon, Estate of Murray 10,494 10,494 $374,321 0.0113%
Getz, Howard 333 333 $11,878 0.0004%
Getz, Sandra 7,328 7,328 $261,390 0.0079%
Getz, Sandra & Howard 748 748 $26,681 0.0008%
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
TOTAL TOTAL PERCENTAGE
UNITS VALUE INTEREST
---------- -------------- --------
<S> <C> <C> <C>
Vornado Realty Trust 90,858,366(1) $3,331,924,752 82.2281%
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. 365,807 $17,347,336 0.4281%
Merchandise Mart Owners, L.L.C. 1,049,349 $52,467,450 1.2948%
Merchandise Mart Enterprises, L.L.C. 395,967 $14,124,143 0.3486%
World Trade Center Chicago, L.L.C. 603,948 $21,542,825 0.5317%
Greene Street 1998 Exchange Fund, L.P. 3,500,000 $87,500,000 2.1594%
Commonwealth Atlantic Properties, Inc. 3,899,333 $194,966,650 4.8116%
Commonwealth Atlantic - Crystal City 1,098,667 $54,933,350 1.3557%
OP Holding Inc.
Jacob H. Froelich, Jr. 352,478 $12,572,890 0.3103%
S.D. Phillips 9,976 $355,844 0.0088%
George W. Lyles 70,044 $2,498,469 0.0617%
Canoe House Partners, LLC 200,090 $7,137,210 0.1761%
Roaring Gap Limited Partnership 290,158 $10,349,936 0.2554%
Phillips Property Company, LLC 27,577 $983,672 0.0243%
1.1694%
The Mendik Partnership, L.P. 2,512,023 $89,603,860 2.2113%
Mendik Realty Company, Inc. 161 $5,743 0.0001%
FW / Mendik REIT, L.L.C. (2) 486,540 $17,354,882 0.4283%
Mendik RELP Corp. 846 $30,177 0.0007%
2750 Associates 2,704 $96,452 0.0024%
Abrams, Trust U/W/O Ralph 7,244 $258,393 0.0064%
Adler, Robert 2,496 $89,032 0.0022%
Alpert, Vicki 5,228 $186,483 0.0046%
Ambassador Construction Company, Inc. 37,178 $1,326,139 0.0327%
Aschendorf-Shasha, Ellen 1,710 $60,996 0.0015%
Ash, Herbert 154 $5,493 0.0001%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $152,596 0.0038%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Ellis Schwartz 256 $9,132 0.0002%
Barr, Thomas 1,844 $65,775 0.0016%
Barkin, Leonard 962 $34,315 0.0008%
Batkin, Nancy 0 $0 0.0000%
Batkin, Nancy 1998 Trust u/a/d 5/11/98 6,446 $229,929 0.0057%
Berenson, David 1,034 $36,883 0.0009%
Berenson, Joan 1,382 $49,296 0.0012%
Berenson, Richard 842 $30,034 0.0007%
Berenson, Robert 1,762 $62,851 0.0016%
Berger, Alice C. 374 $13,341 0.0003%
Bianculli, Louis 5,604 $199,895 0.0049%
Bierman, Jacquin 5,376 $191,762 0.0047%
Blumenthal, Joel Marie 154 $5,493 0.0001%
Braverman, Madlyn 35,032 $1,249,591 0.0308%
Bonk, Chris 75,344 $2,687,520 0.0663%
Carb, Sally 1,793 $63,956 0.0016%
Carney, Thomas 1,419 $50,616 0.0012%
Chambers, Robert 8,106 $289,141 0.0071%
CHO Enterprises 5,364 $191,334 0.0047%
Dembner, Shirley 223 $7,954 0.0002%
Dembner, Shirley UGMA 0 $0 0.0000%
for Lindsey Dembner 3,462 $123,490 0.0030%
Doner, Max 3,364 $119,994 0.0030%
Downey, Michael 83,226 $2,968,671 0.0733%
Dryfoos, Jacqueline 962 $34,315 0.0008%
Dubrowski, Raymond 2,304 $82,184 0.0020%
Evans, Ben 104 $3,710 0.0001%
Field, Walter L. 1,680 $59,926 0.0015%
Jesse Fierstein & Co. 4,045 $144,285 0.0036%
Fischer, Alan A. 3,364 $119,994 0.0030%
Freedman, Robert 5,770 $205,816 0.0051%
Gershon, Estate of Murray 10,494 $374,321 0.0092%
Getz, Howard 333 $11,878 0.0003%
Getz, Sandra 7,328 $261,390 0.0065%
Getz, Sandra & Howard 748 $26,681 0.0007%
</TABLE>
<PAGE> 6
<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 $14,767 0.0004% 414 $14,767 0.0004%
Ginsberg, Benedict 932 932 $33,244 0.0010% 932 $33,244 0.0008%
Goldberg, Clarence 916 916 $32,674 0.0010% 916 $32,674 0.0008%
Goldring, Stanley 10,833 10,833 $386,413 0.0116% 10,833 $386,413 0.0095%
Goldschmidt, Beatrice 22,045 22,045 $786,345 0.0237% 22,045 $786,345 0.0194%
Goldschmidt, Charles 10,752 10,752 $383,524 0.0115% 10,752 $383,524 0.0095%
Goldschmidt, Edward 12,842 12,842 $458,074 0.0138% 12,842 $458,074 0.0113%
Goldschmidt, C. Trust U/A/D 7/11/90 8,389 8,389 $299,236 0.0090% 8,389 $299,236 0.0074%
Goldschmidt, Lawrence 92,454 92,454 $3,297,834 0.0992% 92,454 $3,297,834 0.0814%
Gorfinkle, Alaine 664 664 $23,685 0.0007% 664 $23,685 0.0006%
Gorfinkle, Lawrence 3,830 3,830 $136,616 0.0041% 3,830 $136,616 0.0034%
Gould Investors, L.P. 458,964 458,964 $16,371,246 0.4925% 458,964 $16,371,246 0.4040%
Green, Bernard 14,152 14,152 $504,802 0.0152% 14,152 $504,802 0.0125%
Green, Barbara 8,546 8,546 $304,836 0.0092% 8,546 $304,836 0.0075%
Greenbaum, David R. 701 701 $25,005 0.0008% 701 $25,005 0.0006%
Greif, Goldie 6,724 6,724 $239,845 0.0072% 6,724 $239,845 0.0059%
Gutenberg, Bernice 688 688 $24,541 0.0007% 688 $24,541 0.0006%
H L Silbert trustee U/W 19,976 19,976 $712,544 0.0214% 19,976 $712,544 0.0176%
of H A Goldman
Hagler, Philip 14,631 14,631 $521,888 0.0157% 14,631 $521,888 0.0129%
Harteveldt, Robert L. 5,128 5,128 $182,916 0.0055% 5,128 $182,916 0.0045%
Hirsch, Phillip J. 338 338 $12,056 0.0004% 338 $12,056 0.0003%
Hirsch, Judith 338 338 $12,056 0.0004% 338 $12,056 0.0003%
Hrusha, Alan 1,844 1,844 $65,775 0.0020% 1,844 $65,775 0.0016%
Hutner, Anne Trust F/B/O 4,610 4,610 $164,439 0.0049% 4,610 $164,439 0.0041%
Hutner, Estate of Irwin 11,334 11,334 $404,284 0.0122% 11,334 $404,284 0.0100%
INS Realty Associates 269,516 269,516 $9,613,636 0.2892% 269,516 $9,613,636 0.2373%
Fierstein Co. 28,415 28,415 $1,013,563 0.0305% 28,415 $1,013,563 0.0250%
Jaffe, Elizabeth 76 76 $2,711 0.0001% 76 $2,711 0.0001%
Jones, Hazel 2,496 2,496 $89,032 0.0027% 2,496 $89,032 0.0022%
Kaufman, Robert M. 338 338 $12,056 0.0004% 338 $12,056 0.0003%
Klein, Robin 3,364 3,364 $119,994 0.0036% 3,364 $119,994 0.0030%
Knatten Inc. 141,998 141,998 $5,065,069 0.1524% 141,998 $5,065,069 0.1250%
Knight, Laureine 10,242 10,242 $365,332 0.0110% 10,242 $365,332 0.0090%
Komaroff, Stanley 576 576 $20,546 0.0006% 576 $20,546 0.0005%
Kosloff, Andrea 78 78 $2,782 0.0001% 78 $2,782 0.0001%
Kosloff, Andrea UGMA 0 $0 0.0000% 0 $0 0.0000%
for Adam Kosloff 2,116 2,116 $75,478 0.0023% 2,116 $75,478 0.0019%
Kosloff, Andrea UGMA 0 $0 0.0000% 0 $0 0.0000%
for Justin Kosloff 2,116 2,116 $75,478 0.0023% 2,116 $75,478 0.0019%
Koven, Irving 0 0 $0 0.0000% 0 $0 0.0000%
Koven, Esther 11,208 11,208 $399,789 0.0120% 11,208 $399,789 0.0099%
Kowal, Myron as Custodian 0 $0 0.0000% 0 $0 0.0000%
for Andrew Kowal 748 748 $26,681 0.0008% 748 $26,681 0.0007%
Kramer, Saul 652 652 $23,257 0.0007% 652 $23,257 0.0006%
Kuhn, James D. 1,606 151,046 152,652 $5,445,097 0.1638% 152,652 $5,445,097 0.1344%
Kuhn, Leo 902 902 $32,174 0.0010% 902 $32,174 0.0008%
Kurshan, Herbert 2,496 2,496 $89,032 0.0027% 2,496 $89,032 0.0022%
Lauder, Leonard 4,660 4,660 $166,222 0.0050% 4,660 $166,222 0.0041%
Lauder, Ronald 4,660 4,660 $166,222 0.0050% 4,660 $166,222 0.0041%
Leff, Joseph 3,364 3,364 $119,994 0.0036% 3,364 $119,994 0.0030%
Leff, Valerie 3,364 3,364 $119,994 0.0036% 3,364 $119,994 0.0030%
Lefkowitz, Howard 414 414 $14,767 0.0004% 414 $14,767 0.0004%
LeRoy Partners 0 0 $0 0.0000% 0 $0 0.0000%
Liroff, Harriett 12,166 12,166 $433,961 0.0131% 12,166 $433,961 0.0107%
Liroff, Richard 1,532 1,532 $54,646 0.0016% 1,532 $54,646 0.0013%
Loewengart, Irene 1,664 1,664 $59,355 0.0018% 1,664 $59,355 0.0015%
Lovitz, David 2,244 2,244 $80,043 0.0024% 2,244 $80,043 0.0020%
M. Westport Associates 3,412 3,412 $121,706 0.0037% 3,412 $121,706 0.0030%
Maayan Partners 9,616 9,616 $343,003 0.0103% 9,616 $343,003 0.0085%
Marvin, Morton 914 914 $32,602 0.0010% 914 $32,602 0.0008%
Marvin, Suzanne 76 76 $2,711 0.0001% 76 $2,711 0.0001%
Maynard, Jean 2,304 2,304 $82,184 0.0025% 2,304 $82,184 0.0020%
Mazer, David 6,724 6,724 $239,845 0.0072% 6,724 $239,845 0.0059%
Mazer, Richard 6,724 6,724 $239,845 0.0072% 6,724 $239,845 0.0059%
Mendik, Bernard 13,162 13,162 $469,489 0.0141% 13,162 $469,489 0.0116%
Mendik, Susan 976 930 1,906 $67,987 0.0020% 1,906 $67,987 0.0017%
Mendik, Susan Trust 36 4,474 4,510 $160,872 0.0048% 4,510 $160,872 0.0040%
/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 $365,832 0.0110% 10,256 $365,832 0.0090%
Mil Equities 13,334 13,334 $475,624 0.0143% 13,334 $475,624 0.0117%
Myers Group III, Inc. 17,641 17,641 $629,254 0.0189% 17,641 $629,254 0.0155%
Myers Group IV, Inc. 126,979 126,979 $4,529,341 0.1363% 126,979 $4,529,341 0.1118%
Nevas, Alan 1,636 1,636 $58,356 0.0018% 1,636 $58,356 0.0014%
Nevas, Leo 3,271 3,271 $116,677 0.0035% 3,271 $116,677 0.0029%
Nicardo Corporation 0 0 $0 0.0000% 0 $0 0.0000%
Novick, Lawrence 154 154 $5,493 0.0002% 154 $5,493 0.0001%
Oestreich, David A. 38,808 38,808 $1,384,281 0.0416% 38,808 $1,384,281 0.0342%
Oestreich, Joan E. 38,802 38,802 $1,384,067 0.0416% 38,802 $1,384,067 0.0342%
</TABLE>
<PAGE> 7
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Series A Value Percentage Series B-1 Value Percentage Series B-2 Value Percentage
Preferred of of Preferred of of Preferred of of
Units Series A Series A Units Series B-1 Series B-1 Units Series B-2 Series B-2
- ------------------------------------------------------------------------------------------------------------------------------------
<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% 899,566 $44,978,300 100.00% 449,783 $22,489,150 100.00%
---------------------------------- ----------------------------- -----------------------------
</TABLE>
<PAGE> 8
<TABLE>
Class of Units
- ------------------------------------------------------------------------------------------------------------------
Series C-1 Value Percentage Series D-1 Value Percentage
Preferred of of Preferred of of
Units Series C-1 Series C-1 Units Series D-1 Series D-1
- ------------------------------------------------------------------------------------------------------------------
<S> <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 747,912 $26,678,021 100.00% 3,500,000 $87,500,000 100.00%
---------------------------------- ----------------------------------
</TABLE>
<PAGE> 9
<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. 30,180
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. 34,958
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 77,458
Weissman, Sheila 664
Williams, John 2,244
---------------------------------
TOTAL 86,956,908 3,534,098 1,340,011
---------------------------------
</TABLE>
<PAGE> 10
<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 $164,439 0.0049% 4,610 $164,439 0.0041%
Oppenheimer, Martin J. 338 $12,056 0.0004% 338 $12,056 0.0003%
Oppenheimer, Suzanne 338 $12,056 0.0004% 338 $12,056 0.0003%
Oshatz, Michael P. 30,180 $1,076,521 0.0324% 30,180 $1,076,521 0.0266%
Phillips, Family Trust UWO Edith 0 $0 0.0000% 0 $0 0.0000%
Phillips, Jonathan 3,364 $119,994 0.0036% 3,364 $119,994 0.0030%
Phillips, Lynn 3,364 $119,994 0.0036% 3,364 $119,994 0.0030%
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 $92,778 0.0028% 2,601 $92,778 0.0023%
RCAY S.A. 0 0 $0 0.0000% 0 $0 0.0000%
Reichler, Richard 5,400 $192,618 0.0058% 5,400 $192,618 0.0048%
Reingold, Suzy 4,888 $174,355 0.0052% 4,888 $174,355 0.0043%
Roberts, H. Richard 39,426 $1,406,325 0.0423% 39,426 $1,406,325 0.0347%
Roche, Sara 3,364 $119,994 0.0036% 3,364 $119,994 0.0030%
Rolfe, Ronald 1,844 $65,775 0.0020% 1,844 $65,775 0.0016%
Rosenberg, Ilse 576 $20,546 0.0006% 576 $20,546 0.0005%
Rosenheim, Revocable Living 0 $0 0.0000% 0 $0 0.0000%
Trust of Edna 1,124 $40,093 0.0012% 1,124 $40,093 0.0010%
Rosenzveig, Abraham 3,744 $133,548 0.0040% 3,744 $133,548 0.0033%
Rubashkin, Martin 460 $16,408 0.0005% 460 $16,408 0.0004%
Rubin, Murray M. 3,364 $119,994 0.0036% 3,364 $119,994 0.0030%
Sahid, Joseph 1,844 $65,775 0.0020% 1,844 $65,775 0.0016%
Saunders, Paul 1,844 $65,775 0.0020% 1,844 $65,775 0.0016%
Saul, Andrew 20,196 $720,391 0.0217% 20,196 $720,391 0.0178%
Schacht, Ronald 988 $35,242 0.0011% 988 $35,242 0.0009%
Schwartz, Trust FBO Samuel 0 $0 0.0000% 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $152,596 0.0046% 4,278 $152,596 0.0038%
Schwartz, Trust FBO Samuel 0 $0 0.0000% 0 $0 0.0000%
UWO Ellis Schwartz 256 $9,132 0.0003% 256 $9,132 0.0002%
Schwartz, Trust FBO Carolynn 0 $0 0.0000% 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $152,596 0.0046% 4,278 $152,596 0.0038%
Schwartz, Trust FBO Carolynn 0 $0 0.0000% 0 $0 0.0000%
UWO Ellis Schwartz 256 $9,132 0.0003% 256 $9,132 0.0002%
Shapiro, Howard 932 $33,244 0.0010% 932 $33,244 0.0008%
Shapiro, Howard A. 336 $11,985 0.0004% 336 $11,985 0.0003%
Shapiro, Robert I. 3,364 $119,994 0.0036% 3,364 $119,994 0.0030%
Shasha, Alfred 5,770 $205,816 0.0062% 5,770 $205,816 0.0051%
Shasha, Alfred A. & Hanina 7,484 $266,954 0.0080% 7,484 $266,954 0.0066%
Shasha, Alfred & Hanina 0 $0 0.0000% 0 $0 0.0000%
Trustees UTA 6/8/94 13,676 $487,823 0.0147% 13,676 $487,823 0.0120%
Shasha, Robert Y. 1,710 $60,996 0.0018% 1,710 $60,996 0.0015%
Shasha-Kupchick, Leslie 3,418 $121,920 0.0037% 3,418 $121,920 0.0030%
Sheridan Family Partners, L.P. 15,944 $568,722 0.0171% 15,944 $568,722 0.0140%
Shine, William 2,766 $98,663 0.0030% 2,766 $98,663 0.0024%
Silberstein, John J. 75,140 $2,680,244 0.0806% 75,140 $2,680,244 0.0661%
Silbert, Harvey I. 19,976 $712,544 0.0214% 19,976 $712,544 0.0176%
Simons, Robert 3,364 $119,994 0.0036% 3,364 $119,994 0.0030%
Sims, David 52,938 $1,888,298 0.0568% 52,938 $1,888,298 0.0466%
Slaner, Estate of Alfred P. 34,958 $1,246,952 0.0375% 34,958 $1,246,952 0.0308%
Steiner, Phillip Harry 1,124 $40,093 0.0012% 1,124 $40,093 0.0010%
Steiner, Richard Harris 1,124 $40,093 0.0012% 1,124 $40,093 0.0010%
Tannenbaum, Bernard 912 $32,531 0.0010% 912 $32,531 0.0008%
Tannenbaum, Bernice 76 $2,711 0.0001% 76 $2,711 0.0001%
Tartikoff Living Trust 3,364 $119,994 0.0036% 3,364 $119,994 0.0030%
Winik, Trust U/W/O Carolyn 3,364 $119,994 0.0036% 3,364 $119,994 0.0030%
Watt, Emily 1,332 $47,512 0.0014% 1,332 $47,512 0.0012%
Wang, Kevin 77,458 $2,762,927 0.0831% 77,458 $2,762,927 0.0682%
Weissman, Sheila 664 $23,685 0.0007% 664 $23,685 0.0006%
Williams, John 2,244 $80,043 0.0024% 2,244 $80,043 0.0020%
------------------------------------------------ ----------- -------------- ---------
TOTAL 0 93,184,221 3,332,995,891 100.0000% 109,568,721 $4,052,050,355 100.0000%
----------------------------------------------- ----------- -------------- ---------
</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 85,069,127
Original Mendik Partners 6,218,994
Kennedy Partners 1,065,722
Freezer Services Partners 144,620
Westport Partners 8,319
770 Broadway Partner 458,964
20 Broad Partners 16,064
High Point Partners 202,411
----------
93,184,221
==========
</TABLE>
<PAGE> 11
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> 12
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> 13
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> 14
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> 15
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> 16
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> 17
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> 18
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> 19
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> 20
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> 21
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> 22
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> 23
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> 24
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> 25
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> 26
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> 27
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> 28
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> 29
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> 30
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> 31
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
<PAGE> 1
Exhibit 3.3
VORNADO REALTY TRUST
ARTICLES SUPPLEMENTARY
8.5% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES
(LIQUIDATION PREFERENCE $25.00 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"), and
delegated by the Board of Trustees of the Trust (the "Board of Trustees") to the
Pricing Committee of the Board of Trustees (the "Pricing Committee"), the
Pricing Committee, at a special meeting duly called and held on March 12, 1999,
classified and designated 3,450,000 shares (the "Shares") of the Preferred
Stock, no par value per share (as defined in the Declaration), as shares of 8.5%
Series B Cumulative Redeemable Preferred Shares of Beneficial Interest,
liquidation preference $25.00 per share ("Series B Preferred Shares"), with the
following preferences, conversion 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:
8.5% Series B Cumulative Redeemable Preferred Shares
____________________________________________________
SECTION 1. NUMBER OF SHARES AND DESIGNATION. This series of
Preferred Stock shall be designated as 8.5% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share
(the "Series B Preferred Shares"), and 3,450,000 shall be the number of shares
of Preferred Stock constituting such series.
SECTION 2. DEFINITIONS. For purposes of the Series B
Preferred Shares, the following terms shall have the meanings indicated:
"Annual Dividend Rate" shall have the meaning set forth in
paragraph (a) of Section 3 hereof.
"Board of Trustees" shall mean the Board of Trustees of the
Trust or any committee authorized by
<PAGE> 2
such Board of Trustees to perform any of its responsibilities with
respect to the Series B Preferred Shares.
"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.
"Capital Shares" shall have the meaning set forth in paragraph
(b) of Section 5 hereof.
"Common Shares" shall mean the common shares of beneficial
interest of the Trust, par value $.04 per share.
"Declaration" shall mean the Amended and Restated
Declaration of Trust of the Trust.
"Dividend 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 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 Payment Record Date" shall have the meaning set
forth in paragraph (a) of Section 3 hereof.
"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 B Preferred Share, which shall commence on the
date on which such Series B Preferred Share was issued by the Trust and
end on and include the day preceding the first day of the next
succeeding Dividend Period).
"Junior Shares" shall mean the Common Shares and any other
class or series of shares of beneficial interest of the Trust
constituting junior stock within the meaning set forth in paragraph (c)
of Section 9 hereof.
-2-
<PAGE> 3
"Liquidation Preference" shall have the meaning set forth in
paragraph (a) of Section 4 hereof.
"Operating Partnership" shall have the meaning set forth in
paragraph (b) of Section 5 hereof.
"Parity Shares" shall have the meaning set forth in paragraph
(b) of Section 9 hereof.
"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 (b) of Section 5 hereof.
"Redemption Price" shall have the meaning set forth in
paragraph (b) of Section 5 hereof.
"Series B Preferred Shares" shall have the meaning set forth
in Section 1 hereof.
"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 B 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 B 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 B Preferred Shares.
-3-
<PAGE> 4
"Voting Preferred Shares" shall have the meaning set forth in
Section 10 hereof.
SECTION 3. DIVIDENDS. (a) The holders of Series B 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 $2.125 per Series B
Preferred Share (the "Annual Dividend Rate") (equivalent to a rate of 8.5% of
the Liquidation Preference per annum). Such dividends with respect to each
Series B Preferred Share shall be cumulative from the date on which such Series
B 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 B Preferred Share on the first
Dividend Payment Date after the date on which such Series B 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 B
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. Accrued 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 the Series B Preferred Shares 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 B Preferred Shares shall be computed on the basis of
twelve 30-day months and a 360-day year. Holders of Series B 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 B
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 B Preferred
Shares that may be in arrears.
-4-
<PAGE> 5
(c) So long as any Series B 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
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 B 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 B 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 B Preferred Shares and such Parity Shares.
(d) So long as any Series B 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 such shares) 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 B 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 B 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 B Preferred Shares and any Parity Shares.
SECTION 4. LIQUIDATION PREFERENCE. (a) In the event of any
liquidation, dissolution or winding up of the
-5-
<PAGE> 6
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 B Preferred Shares
shall be entitled to receive Twenty-Five Dollars ($25.00) per Series B Preferred
Share (the "Liquidation Preference") plus an amount equal to all dividends
(whether or not earned or declared) accrued and unpaid thereon to the date of
final distribution to such holder; but such holders of Series B 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 B 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 B Preferred Shares and any
such other Parity Shares ratably in accordance with the respective amounts that
would be payable on such Series B 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 B 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 B 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 B 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 B Preferred
Shares shall not be redeemable by the Trust prior to March 17, 2004. On and
after March 17, 2004, the Trust, at its option, may redeem the shares of Series
B Preferred Shares, in whole or in part, as set forth herein, subject to the
provisions described below.
-6-
<PAGE> 7
(b) On and after March 17, 2004, the Series B Preferred Shares
shall be redeemable at the option of the Trust, in whole or in part, at any time
or from time to time, at a redemption price of $25.00 per Series B Preferred
Share, plus any accrued and unpaid dividends to the date fixed for redemption
(the "Redemption Price"). The Redemption Price of the Series B 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 Vornado Realty
L.P., a Delaware limited partnership (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. Each date
on which Series B Preferred Shares are to be redeemed (a "Redemption Date")
(which may not be before March 17, 2004) shall be selected by the Trust, shall
be specified in the notice of redemption and shall not be less than 30 days or
more than 60 days after the date on which the Trust gives, or causes to be
given, notice of redemption by mail pursuant to the next paragraph.
The Trust shall give notice of redemption by publication in a
newspaper of general circulation in The City of New York, such publication to be
made once a week for two successive weeks commencing not less than 30 nor more
than 60 days prior to the redemption date. A similar notice shall be mailed,
postage prepaid, not less than 30 nor more than 60 days prior to the redemption
date, addressed to the respective holders of record of the Series B Preferred
Shares at their respective addresses as they appear on the Trust's share
transfer records. A failure to give such notice or any defect in the notice or
in its mailing shall not affect the validity of the proceedings for the
redemption of any Series B Preferred Shares except as to the holder to whom
notice was defective or not given. Each notice shall state: (i) the Redemption
Date; (ii) the Redemption Price; (iii) the number of Series B Preferred Shares
to be redeemed and, if fewer than all the Series B Preferred Shares held by such
holder are to be redeemed, the number of such Series B Preferred Shares to be
redeemed from such holder; (iv) the place or places where the certificates
evidencing the Series B Preferred Shares are to be surrendered for payment of
the Redemption Price; and (v)
-7-
<PAGE> 8
that distributions on the shares to be redeemed will cease to accrue on such
Redemption Date except as otherwise provided herein.
(c) Upon any redemption of Series B Preferred Shares, the
Trust shall pay any accrued and unpaid dividends in arrears for any Dividend
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 each holder of Series B Preferred Shares at the close of
business on such Dividend Payment Record Date shall be 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 Trust shall make no
payment or allowance for unpaid dividends, whether or not in arrears, on Series
B Preferred Shares called for redemption.
(d) If full cumulative dividends on the Series B 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 B Preferred Shares may
not be redeemed in part and the Trust may not purchase, redeem or otherwise
acquire Series B Preferred Shares or any Parity Shares other than in exchange
for Junior Shares.
(e) Notice having been published and mailed as aforesaid, from
and after the Redemption Date (unless the Trust shall fail to make available the
amount of cash necessary to effect such redemption), (i) except as otherwise
provided herein, dividends on the Series B Preferred Shares so called for
redemption shall cease to accrue, (ii) said shares shall no longer be deemed to
be outstanding, and (iii) all rights of the holders thereof as holders of Series
B 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
-8-
<PAGE> 9
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 B Preferred Shares so called for redemption. No interest shall accrue for
the benefit of the holder of Series B 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 B 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 B Preferred Shares shall
be exchanged for the cash (without interest thereon) for which such Series B
Preferred Shares have been redeemed. If fewer than all of the outstanding Series
B Preferred Shares are to be redeemed, the Series B Preferred Shares to be
redeemed shall be selected by the Trust from the outstanding Series B 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 B Preferred Shares represented by any
certificate are redeemed, then new certificates representing the unredeemed
Series B Preferred Shares shall be issued without cost to the holder thereof.
SECTION 6. REACQUIRED SHARES TO BE RETIRED. All Series B
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 B 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 B 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
-9-
<PAGE> 10
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 B Preferred Shares, as to the payment
of dividends and as to distribution of assets upon liquidation, dissolution or
winding up, if the holders 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 B Preferred Shares;
(b) on a parity with the Series B 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 B Preferred Shares, if the holders of such class of stock or
series and the Series B 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 accrued and unpaid dividends per
share or liquidation preferences, without preference or priority one over the
other ("Parity Shares"); and
(c) junior to the Series B Preferred Shares, as to the payment
of dividends or as to the distribution of assets upon liquidation, dissolution
or winding up, if such stock or series shall be Common Shares or if the holders
of Series B 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 stock or
series, and such stock or series shall not in either case rank prior to the
Series B Preferred Shares.
SECTION 10. VOTING. Except as otherwise set forth herein, the
Series B 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 action.
If and whenever six quarterly dividends (whether or not
consecutive) payable on the Series B 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),
-10-
<PAGE> 11
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 B
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 B Preferred
Shares and the Voting Preferred Shares called as hereinafter provided. Whenever
all arrears in dividends on the Series B 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
B 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 B 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 shall
have been so vested in the holders of shares of Series B Preferred Shares and
the Voting Preferred Shares, the Secretary of the Trust may, and upon the
written request of any holder of Series B Preferred Shares (addressed to the
Secretary at the principal office of the Trust) shall, call a special meeting of
the holders of the Series B 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 B Preferred Shares may call such meeting, upon the notice above
provided, and for that purpose shall have access to the share 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 B Preferred Shares and the Voting Preferred Shares, a successor shall be
elected by
-11-
<PAGE> 12
the Board of Trustees, upon the nomination of the then-remaining trustee elected
by the holders of the Series B 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 B 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 B 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 adversely affects the voting powers, rights or preferences
of the holders of the Series B 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 B Preferred Shares or the
Voting Preferred Shares shall not be deemed to materially adversely
affect the voting powers, rights or preferences of the holders of
Series B Preferred Shares and (ii) any 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 adversely affect any voting
powers, rights or preferences of the Series B 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 B Preferred Shares and the Voting
Preferred
-12-
<PAGE> 13
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 B 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 B 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, as the case may be,
provision is made for the redemption of all Series B 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 B 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 B Preferred Shares as a single class on any matter, then the Series B
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 B 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.
SECTION 12. RESTRICTIONS ON OWNERSHIP AND TRANSFER. The Series
B Preferred Shares constitute Preferred Stock, and Preferred Stock constitutes
Equity Stock of the Trust. Therefore, the Series B 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 B Preferred Shares of any other term or provision of the
-13-
<PAGE> 14
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: Each of the undersigned 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 acknowledges that to the
best of his or her 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.
-14-
<PAGE> 15
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 and
Chief Financial Officer and attested to by one of its Assistant Secretaries on
this 15th day of March, 1999.
VORNADO REALTY TRUST
By: /s/ Irwin Goldberg
---------------------
Name: Irwin Goldberg
Title: Vice President -
Chief Financial Officer
[Seal]
ATTEST:
/s/ David Frank
---------------------
Name: David Frank
Title: Assistant Secretary
<PAGE> 1
Exhibit 99.1
CONTACT: JOSEPH MACNOW
(201) 587-1000
[Vornado Realty Trust logo]
Park 80 West, Plaza II
Saddle Brook, NJ 07663
FOR IMMEDIATE RELEASE -- MARCH 4, 1999
VORNADO INCREASES INVESTMENT IN
CHARLES E. SMITH COMMERCIAL REALTY L.P. TO 34%
SADDLE BROOK, NEW JERSEY . . . . . VORNADO REALTY TRUST (NYSE: VNO)
announced today that it has made an additional $242 million investment in
Charles E. Smith Commercial Realty L.P. ("Smith") by contributing to Smith the
land under certain Smith office properties in Crystal City, Arlington, Virginia
and partnership interests in certain Smith subsidiaries. Vornado acquired these
assets from Commonwealth Atlantic Properties, Inc. ("CAPI"), an affiliate of
Lazard Freres Real Estate Investors L.L.C., immediately prior to the
contribution to Smith. Together with Vornado's investment in Smith made in 1997
and the units it is reacquiring today from Vornado Operating Company, Vornado
now owns approximately 34% of Smith's limited partnership units. In addition,
Vornado acquired from CAPI for $8 million the land under a Marriott Hotel
located in Crystal City.
The purchase price was paid to CAPI by Vornado issuing $250 million of
6% Convertible Preferred Units of Vornado's operating partnership. The Preferred
Units are convertible at $44 per unit and the coupon increases to 6.50% over the
next three years and then fixes at 6.75% in year eight. Vornado will appoint one
of three members to the Smith Board of Managers, increasing under certain
circumstances to two of four members in March 2002.
In connection with these transactions, Vornado agreed to make a
five-year $41 million loan to CAPI with interest at 8%, increasing to 9% ratably
over the term. The loan will be secured by approximately $55 million of the
Vornado units issued to CAPI as well as certain real estate assets.
Smith owns interests in a total of 10.7 million square feet of office
properties in Northern Virginia and Washington, D.C., and manages an additional
14.6 million square feet of office and other commercial properties in the
Washington, D.C. area.
Vornado Realty Trust is a fully-integrated equity real estate
investment trust.
<PAGE> 2
Certain statements contained herein may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, risks associated
with the timing of and costs associated with property improvements, financing
commitments and general competitive factors.
####
