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As filed with the Securities and Exchange Commission on February 9, 1999
Exhibit Index on Page 4
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): December 1, 1998
Commission File Number: 1-11954
VORNADO REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 22-1657560
(State or other jurisdiction of incorporation) (I.R.S. employer
identification number)
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(Address of principal executive offices) (Zip Code)
(201) 587-1000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEMS 1 - 4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
ISSUANCE OF CLASS A UNITS AND SERIES C-1 PREFERRED UNITS BY VORNADO REALTY L.P.
Effective December 1, 1998, Vornado Realty L.P., a Delaware limited
partnership through which Vornado Realty Trust conducts its business (the
"Operating Partnership"), issued approximately $7.5 million of Class A Units of
limited partnership interest ("Class A Units") and approximately $36.0 million
of Series C-1 Preferred Units of limited partnership interest ("Series C-1
Preferred Units") to the partners of Market Square Limited Partnership and
approximately $1.4 million of Series C-1 Preferred Units to Phillips Property
Company, L.L.C., in exchange for all of the ownership interests in certain
limited liability companies that own the 1.05 million square foot Market Square
Complex of showrooms in High Point, North Carolina. The consideration for such
properties also included approximately $6.4 million of cash and the assumption
of approximately $45.6 million of debt.
The Series C-1 Preferred Units are perpetual and may be redeemed
without penalty in whole or in part by the Operating Partnership at any time on
or after November 24, 2003 for 1.1431 Class A Units per Series C-1 Preferred
Unit, subject to anti-dilution adjustments (the "Conversion Rate"). Holders of
Series C-1 Preferred Units have the right to convert all or a portion of their
Series C-1 Preferred Units at any time into Class A Units at the Conversion
Rate.
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
3.1 Fourth Amendment to Second Amended and Restated Agreement of Limited
Partnership of Vornado Realty L.P., dated as of November 30, 1998
99.1 Press Release of Vornado Realty Trust, dated December 9, 1998
99.2 Press Release of Vornado Realty Trust, dated August 19, 1998
ITEMS 8 AND 9. NOT APPLICABLE.
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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: February 9, 1999
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Index to Exhibits
Exhibit No. Description
3.1 Fourth Amendment to Second Amended and Restated Agreement of Limited
Partnership of Vornado Realty L.P., dated as of November 30, 1998
99.1 Press release of Vornado Realty Trust, dated December 9, 1998
99.2 Press release of Vornado Realty Trust, dated August 19, 1998
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Exhibit 3.1
FOURTH
AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
VORNADO REALTY L.P.
---------------------------------------------
Dated as of November 30, 1998
---------------------------------------------
THIS FOURTH 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 (as so amended and as the same may be further amended, the
"Agreement").
WHEREAS, the Partnership was formed on October 2, 1996, under the name
"Mendik Real Estate Group, L.P." and, concurrently therewith, the Partnership's
general partner caused the Partnership's initial Certificate of Limited
Partnership to be filed with the Secretary of State of the State of Delaware;
WHEREAS, on November 7, 1996, the general partner of the Partnership
changed the name of the Partnership to "The Mendik Company, L.P." and, in
connection therewith, caused a Certificate of Amendment to the Certificate of
Limited Partnership of the Partnership to be filed in the office of the Delaware
Secretary of State on November 8, 1996;
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WHEREAS, as of April 15, 1997, the General Partner, certain of
affiliates of the General Partner, FW/Mendik REIT, L.L.C., a Delaware limited
liability company, and The Mendik Company, Inc., a Maryland corporation,
recapitalized the Partnership and, in connection therewith, entered into a First
Amended and Restated Agreement of Limited Partnership, dated as of April 15,
1997 (the "Prior Agreement"), and in connection therewith filed a Certificate of
Amendment to the Certificate of Limited Partnership of the Partnership in the
office of the Delaware Secretary of State, which filing was made on April 15,
1997;
WHEREAS, effective as of October 20, 1997, the General Partner caused
the Partnership to issue and distribute to each Person who was a Limited Partner
on October 15, 1997, an additional Common Partnership Unit for each Common
Partnership Unit (and in the same Class) that was owned by such Person on
October 15, 1997 and, in connection therewith, the General Partner amended and
restated the Prior Agreement in the form of the Second Amended and Restated
Agreement of Limited Partnership of Vornado Realty L.P.;
WHEREAS, as of December 16, 1997, in connection with the General
Partner's acquisition of Arbor Property Trust, the general partner adopted the
Amendment to Second Amended and Restated Agreement of Limited Partnership
Vornado Realty L.P.;
WHEREAS, as of April 1, 1998, in connection with the Partnership's
acquisition of certain properties and businesses from the shareholders of Joseph
P. Kennedy Enterprises, Inc. and certain of their affiliates, the General
Partner adopted the Second Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P.;
WHEREAS, on August 15, 1998, the General Partner acquired all of the
then-outstanding Class E Units of limited partnership interest in the
Partnership for an equal number of Common Shares in satisfaction of a joint
redemption request by the holders thereof and, as a result of that redemption,
the Class E Units were converted into Class A Units of limited partnership
interest;
WHEREAS, on November 12, 1998, in connection with the issuance of
additional Partnership Units designated as Series D-1 Preferred Units, the
General Partner adopted the Third Amendment to the Second Amended and Restated
Agreement of Limited Partnership of Vornado Realty L.P.;
WHEREAS, as of August 18, 1998, the Partnership entered into a
Contribution Agreement as amended and restated in its entirety by the Amended
and Restated Contribution Agreement executed as of the same date (the
"Contribution Agreement") between the Partnership and Market Square Limited
Partnership, which Contribution
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Agreement required the Partnership to acquire the Contribution Properties, as
defined in the Contribution Agreement, in exchange for a combination of cash,
Class A Partnership Units and Partnership Units of a newly created series to be
designated by the Partnership as "Series C-1 Preferred Units of the
Partnership";
WHEREAS, as of August 18, 1998, the Partnership entered into a
Contribution Agreement (the "Phillips Contribution Agreement") between the
Partnership and Phillips Property Company, L.L.C., which Phillips Contribution
Agreement required the Partnership to acquire the Contribution Properties, as
defined in the Phillips Contribution Agreement in exchange for Series C-1
Preferred Units of the Partnership;
WHEREAS, the General Partner has determined that it is in the best
interest of the Partnership to amend the Agreement to reflect the issuance of
the above-referenced Series C-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. Exhibit K, attached hereto as Attachment 1, is hereby incorporated
by reference into the Agreement and made a part thereof.
2. Section 4.2 of the Agreement is hereby supplemented by adding the
following paragraph to the end thereof:
"I. Issuance of Series C-1 Preferred Units. From and after the date
hereof the Partnership shall be authorized to issue Partnership Units
of a new series, which Partnership Units are hereby designated as
"Series C-1 Preferred Units". Series C-1 Preferred Units shall have the
terms set forth in Exhibit K attached hereto and made part hereof."
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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 K to the Agreement, including, but not limited to,
Section 2.F(ii) thereof.
4. The Agreement is hereby supplemented by adding the following
paragraph at the end of Section 8.6 thereof:
"I. Series C-1 Preferred Unit Exception. Section 8.6A of this Agreement
shall not apply to any Partnership Unit designated as a Series C-1
Preferred Unit."
5. Exhibit A of the Agreement is hereby deleted and is replaced in its
entirety by new Exhibit A attached hereto as Attachment 2.
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6. Except as expressly amended hereby, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the General Partner has executed this Amendment as
of the date first written above.
VORNADO REALTY TRUST
By: /s/ Irwin Goldberg
----------------------------------
Name: Irwin Goldberg
Title: Vice President and Chief
Financial Officer
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Attachment 1
EXHIBIT K
DESIGNATION OF THE PREFERENCES, CONVERSION
AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND CONDITIONS OF REDEMPTION
OF THE
SERIES C-1 PREFERRED UNITS
1. Definitions.
In addition to those terms defined in the Agreement and Exhibits
thereto, the following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary or if such terms defined in this Exhibit K are
defined differently elsewhere in the Agreement or in an Exhibit thereto (in
which case such definition provided in this Exhibit K shall only apply for
purposes of defined terms used in this Exhibit K), apply to the terms used in
the Agreement and Exhibits thereto including this Exhibit K:
"Common Shares" shall mean the common shares of beneficial interest of
the General Partner, par value $.04 per share.
"Conversion Price" shall mean the conversion price per Class A Unit for
which the Series C-1 Preferred Units are convertible, as such Conversion Price
may be adjusted pursuant to the terms of the Series C-1 Preferred Units as
provided in Section 2.E(iv) below. The initial conversion price shall be $43.74
(equivalent to a conversion rate of 1.1431 Class A Units for each Series C-1
Preferred Unit).
"Current Market Price" of publicly traded Common Shares or any other
class of shares of beneficial interest or other security of the General Partner
or any other issuer for any day shall mean the last reported sales price,
regular way, on such day, or, if no sale takes place on such day, the average of
the reported closing bid and asked prices on such day, regular way, in either
case as reported on the New York Stock Exchange ("NYSE") or, if such security is
not listed or admitted for trading on the NYSE, on the principal national
securities exchange on which such security is listed or admitted for trading or,
if not listed or admitted for trading on any national securities exchange, on
the NASDAQ National Market or, if such security is not quoted on such NASDAQ
National Market, the average of the closing bid and asked prices on such day in
the over-the-
<PAGE> 7
counter market as reported by NASDAQ or, if bid and asked prices for such
security on such day shall not have been reported through NASDAQ, the average of
the bid and asked prices on such day as furnished by any NYSE member firm
regularly making a market in such security selected for such purpose by the
Chief Executive Officer of the General Partner or the Board of Trustees.
"Distribution Payment Date" shall mean the first calendar day of
January, April, July and October, in each year, commencing on January 1, 1998;
provided, however, that if any Distribution Payment Date falls on any day other
than a Business Day, the dividend 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 commencing on November 24, 1998 and including December 31, 1998.
"Junior Units" shall have the meaning set forth in Paragraph 2.F(c)
below.
"Parity Units" shall have the meaning set forth in Paragraph 2.F(b)
below.
"Series B Preferred Units" means collectively, the Partnership's
outstanding Series B-1 Convertible Preferred Units and Series B-2 Restricted
Preferred Units, the terms of which are set forth in Exhibit I to the
Partnership Agreement.
"Series C-1 Preferred Unit" means a Partnership Unit issued by the
Partnership under that designation. Series C-1 Preferred Units shall have the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to distributions, qualifications and terms and conditions of
redemption as are set forth in this Exhibit K.
"set apart for payment" shall be deemed to include, without any action
other than the following, the recording by the Partnership or the General
Partner on behalf of the Partnership in its accounting ledgers of any accounting
or bookkeeping entry which indicates, pursuant to a declaration of a
distribution by the General Partner, the allocation of funds to be so paid on
any series or class of Partnership Units; provided, however, that if any funds
for any class or series of Junior Units or any class or series of Partnership
Units ranking on a parity with the Series C-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
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the Series C-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 C-1 Preferred Units.
A. Number. As of the close of business on the date hereof, the total
number of Series C-1 Preferred Units issued and outstanding will be up to
1,250,000. The General Partner may issue additional Series C-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 C-1 Preferred
Units then issued and outstanding.
B. Distributions. (i) The holders of the then outstanding Series C-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 $3.25
per Series C-1 Preferred Unit (the "Annual Distribution Rate"). Such
distributions shall be cumulative from the date of issuance and shall be payable
quarterly, when, as and if authorized and declared by the General Partner, in
arrears on each Distribution Payment Date, commencing on the first Distribution
Payment Date after the date of issuance of the Series C-1 Preferred Units;
provided that distribution amount per Series C-1 Preferred Unit paid in respect
of the Initial Distribution Period shall be determined in accordance with
paragraph (ii) below. Distributions are cumulative from the most recent
Distribution Payment Date to which distributions have been paid. Accrued and
unpaid distribution 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 dividends payable for each full Distribution Period
for the Series C-1 Preferred Units shall be computed by dividing the Annual
Distribution Rate by four. The amount of distributions payable for the Initial
Distribution Period, or any other period shorter or longer than a full
Distribution Period, on the Series C-1 Preferred Units 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 the then outstanding Series C-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
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the Series C-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 C-1 Preferred Units that may be in arrears.
(iii) So long as any Series C-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 C-1 Preferred Units for
all Distribution Periods terminating on or prior to the distribution payment
date on such class or series of Parity Units, except in the case of
distributions on the Series B-2 Restricted Preferred Units to the extent not
paid due to a lack of funds in the Nongovernmental Account. When distributions
are not paid in full or a sum sufficient for such payment is not set apart, as
aforesaid, all distributions declared upon Series C-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 C-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.
(iv) So long as any Series C-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 (other than a redemption, purchase or other acquisition of Junior Units
made in respect of a redemption, purchase or other acquisition of Common Shares
made for purposes of and in compliance with requirements of an employee
incentive or benefit plan of the General Partner or any subsidiary, or as
permitted under Article VI of the Declaration of Trust of the General Partner),
for any consideration (or any moneys to be paid to or made available for a
sinking fund for the redemption of any such Junior Units) by the General
Partner, directly or indirectly (except by conversion into or exchange for
Junior Units), unless in each case (a) the full cumulative distributions on all
outstanding Series C-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 C-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 C-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.
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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 C Preferred Units shall be entitled to receive Fifty
Dollars ($50.00) per Series C-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 C-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 C
Preferred Units shall be insufficient to pay in full the preferential amount
aforesaid and liquidating payments on any other Parity Units, then such assets,
or the proceeds thereof, shall be distributed among the holders of the Series
C-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 C-1
Preferred Units and any such other Parity Units if all amounts payable thereon
were paid in full. For the purposes of this Section C, (i) a consolidation or
merger of the Partnership or the General Partner with one or more entities, (ii)
a statutory share exchange by the Partnership or the General Partner and (iii) a
sale or transfer of all or substantially all of the Partnership's or the General
Partner's assets, shall not be deemed to be a liquidation, dissolution or
winding up, voluntary or involuntary, of the Partnership or General Partner.
(ii) Subject to the rights of the holders of Partnership Units of any
series or class or classes of shares ranking on a parity with or prior to the
Series C-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 C-1 Preferred Units as provided in this
Section, any series or class or classes of Junior Units shall, subject to any
respective terms and provisions applying thereto, be entitled to receive any and
all assets remaining to be paid or distributed, and the holders of the Series
C-1 Preferred Units shall not be entitled to share therein.
D. Redemption of the Series C-1 Preferred Units. (i) The Series C-1
Preferred Units shall not be redeemable prior to November 24, 2003. On and after
November 24, 2003, the General Partner may, at its option, cause the Partnership
to redeem the Series C-1 Preferred Units for Class A Units, in whole or in part,
as set forth herein, subject to the provisions described below (the "Redemption
Date").
(ii) Upon redemption of Series C-1 Preferred Units by the General
Partner on the Redemption Date, each Series C-1 Preferred Unit so redeemed shall
be converted into a number of Class A Units equal to the aggregate Liquidation
Preference of the Series C-1 Preferred Units being redeemed divided by the
Conversion Price as of the opening of business on the Redemption Date.
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Upon any redemption of Series C-1 Preferred Units, the Partnership
shall pay in cash any accrued and unpaid distributions in arrears for any
Distribution Period ending on or prior to the Redemption Date. If the Redemption
Date falls after the record date for a Distribution Payment Date and before the
related Distribution Payment Date, the holder of the Series C-1 Preferred Units
to which such redemption applies shall be entitled to such distributions
notwithstanding the redemption of such Series C-1 Preferred Units. Except as
provided above, the Partnership shall make no payment or allowance for unpaid
distributions, whether or not in arrears, on Series C-1 Preferred Units called
for redemption or on the Class A Units issued upon such redemption.
(iii) If full cumulative distributions on the Series C-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, except to
the extent that such distributions or amounts distributable on the Series B-2
Restricted Preferred Units may not be payable due to a lack of funds in the
Nongovernmental Account, the Series C-1 Preferred Units may not be redeemed in
part and the Partnership may not purchase, redeem or otherwise acquire Series
C-1 Preferred Units.
(vi) As promptly as practicable after the surrender of the certificates
for any such Series C-1 Preferred Units so redeemed, such Series C-1 Preferred
Units shall be exchanged for certificates of Class A Units and any cash (without
interest thereon) as provided herein for which such Series C-1 Preferred Units
have been redeemed. If fewer than all the Series C-1 Preferred Units represented
by any certificate are redeemed, then new certificates representing the
unredeemed Series C-1 Preferred Units shall be issued without cost to the
holders thereof.
(v) No fractional Partnership Unit shall be issued upon redemption of
Series C-1 Preferred Units. Instead of any fractional interest in a Class A Unit
that would otherwise be deliverable upon the redemption of Series C-1 Preferred
Units, the Partnership shall pay to the holders of the Series C Preferred Units
an amount in cash (computed to the nearest cent) based upon the Current Market
Price of Common Shares of the General Partner on the Trading Day immediately
preceding the Redemption Date.
(vi) The Partnership covenants that any Class A Unit issued upon
redemption of the Series C-1 Preferred Units shall be validly issued, fully paid
and non-assessable.
E. Conversion.
The holders of Series C-1 Preferred Units shall have the right to
convert all or a portion of such Series C-1 Preferred Units into Class A Units,
converted as follows:
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(i) Subject to and upon compliance with the provisions of this Section
E, the holders of Series C-1 Preferred Units shall have the right, at their
option, at any time and from time to time, to convert all or any portion of such
Series C-1 Preferred Units into the number of fully paid and non-assessable
Class A Units obtained by dividing the aggregate Liquidation Preference of such
Series C-1 Preferred Units by the Conversion Price (as in effect at the time and
on the date provided for in the last paragraph of paragraph (ii) of this Section
E) by surrendering such Series C-1 Preferred Units to the Partnership to be
converted, such surrender to be made in the manner provided in paragraph (ii) of
this Section E; provided, however, that the right to convert Series C-1
Preferred Units called for redemption pursuant to Section D hereof shall
terminate at the close of business on the Redemption Date fixed for such
redemption, unless the Partnership shall default in making payment of the Class
A Units and any cash payable in lieu of fractional Partnership Units or
otherwise upon such redemption under Section D hereof.
(ii) In order to exercise the conversion right, the holder of each
Series C-1 Preferred Unit to be converted shall surrender the certificate
representing such Series C-1 Preferred Unit to the Partnership.
The holders of Series C-1 Preferred Units shall be entitled to receive
the distribution payable on such Series C-1 Preferred Units on a Distribution
Payment Date notwithstanding the conversion thereof following the record date
for such Distribution Payment Date and prior to such Distribution Payment Date.
However, Series C-1 Preferred Units surrendered for conversion during the period
between the close of business on the record date of any Distribution Payment
Date and the opening of business on the corresponding Distribution Payment Date
must be accompanied by payment of an amount equal to the distribution payable on
such Series C-1 Preferred Units on such Distribution Payment Date, to the extent
such distribution amount has been received, or when such amount is thereafter
received, by the holder of the Series C-1 Preferred Units. Except as provided
above, the Partnership shall make no payment or allowance for unpaid
distributions, whether or not in arrears, on converted Series C-1 Preferred
Units or for distributions on the Class A Units issued upon such conversion.
As promptly as practicable after the surrender of certificates for
Series C-1 Preferred Units as aforesaid, the General Partner shall receive a
certificate or certificates for the number of full Class A Units issuable upon
the conversion of Series B Preferred Units surrendered in accordance with the
provisions of this Section E, and any fractional interest in respect of a Class
A Unit arising upon such conversion shall be settled as provided in paragraph
(iii) of this Section E.
Each conversion shall be deemed to have been effected immediately prior
to the close of business on the date on which the certificates for Series C-1
Preferred Units shall have been surrendered (and if applicable, payment of an
amount equal to the
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distribution payable on such Series C-1 Preferred Units) and received by the
Partnership as aforesaid, and the General Partner shall be deemed to have become
the holder or holders of record of the Class A Units represented thereby at such
time on such date, and such conversion shall be at the Conversion Price in
effect at such time and on such date unless the stock transfer books of the
Partnership shall be closed on that date, in which event such person or persons
shall be deemed to have become such holder or holders of record at the close of
business on the next succeeding day on which such partnership transfer books are
open, but such conversion shall be at the Conversion Price in effect on the date
on which such Series C-1 Preferred Units shall have been surrendered and
received by the General Partner.
(iii) No fractional Partnership Unit shall be issued upon conversion of
the Series C-1 Preferred Units. Instead of any fractional interest in a Class A
Unit that would otherwise be deliverable upon the conversion of a Series C-1
Preferred Unit, the Partnership shall pay to the holder of such Series C-1
Preferred Unit an amount in cash based upon the Current Market Price of Common
Shares of the General Partner on the Trading Day immediately preceding the date
of conversion.
(iv) 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.
F. Ranking. (i) Any class or series of Partnership Units shall be
deemed to rank:
(a) prior to the Series C-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 C-1 Preferred Units;
(b) on a parity with the Series C-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
C-1 Preferred Units, if the holders of such Partnership Units of such class or
series and the Series C-1 Preferred Units shall be entitled to the receipt of
distributions and of amounts distributable upon liquidation, dissolution or
winding up in proportion to their respective amounts of accrued and unpaid
distributions per Partnership Unit or liquidation preferences, without
preference or priority one over the other, except to the extent that such
distributions or amounts distributable on the
K-8
<PAGE> 14
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 C-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 Common Partnership Units or if the General
Partner, in its capacity as the holder of Series C-1 Preferred Units, shall be
entitled to receipt of distribution or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of Partnership Units of such class or series, and such
class or series of Partnership Units shall not in either case rank prior to the
Series C-1 Preferred Units ("Junior Units").
(ii) The Series A Preferred Units and Series B Preferred Units shall be
Parity Units with respect to the Series C-1 Preferred Units and the holders of
the Series C-1 Preferred Units, the Series A Preferred Units and Series B
Preferred Units shall be entitled to the receipt of distributions and of amounts
distributable upon liquidation, dissolution or winding up in proportion to their
respective amounts of accrued and unpaid distributions per Partnership Unit or
liquidation preferences, without preference or priority one over the other,
except 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 C-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 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 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 C-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
C-1 Preferred Units shall receive: (i) accumulated and unpaid distributions pari
passu with distributions made to the holders of any outstanding Class D Units
pursuant to Subsection 5.1.B(ii) of the Agreement and (ii) other distributions
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 C-1 Preferred Units shall receive distributions pari passu with other
Partnership Units, if any, receiving distributions pursuant to Section 5.1.B(i),
except to the extent that
K-9
<PAGE> 15
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 K 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 C-1 Preferred Units and such other Partnership
Units, as applicable, to the total amounts to be paid the Series C-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 C-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 C-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 C-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 C-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 C-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 C-1 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 C-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
K-10
<PAGE> 16
Agreement shall be deemed to also refer to Series C-1 Preferred Units except
that references to distributions made to Preference Units shall be deemed to
refer to distributions made to the Series C-1 Preferred Units in a pro rata
manner with such distributions, if any, made to the Preference Units.
G. Voting. Except as required by law, the holders of the Series C
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 C-1 Preferred
Units shall vote together as a class.
H. Restrictions on Ownership and Transfer. Transfers of Series C-1
Preferred Units shall be governed by Article XI of the Agreement.
K-11
<PAGE> 17
Attachment 2
EXHIBIT A (12/01/98) - HIGH POINT 1998 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 $296,061,682 100.0000%
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.
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> 18
<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.
Jacob H. Froelich, Jr. 150,067 $ 5,373,899 20.0648%
S.D. Phillips 9,976 $ 357,241 1.3338%
George W. Lyles 70,044 $ 2,508,276 9.3653%
Canoe House Partners, LLC 200,090 $ 7,165,223 26.7531%
Roaring Gap Limited Partnership 290,158 $10,390,558 38.7957%
Phillips Property Company, LLC 27,577 $ 987,532 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> 19
<TABLE>
<CAPTION>
CLASS OF UNITS
----------------------------------
SERIES D-1 VALUE PERCENTAGE
PREFERRED OF OF
UNITS SERIES D-1 SERIES D-1
----------------------------------
<S> <C> <C> <C>
Vornado Realty Trust
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y., Inc.
Washington Design Center, L.L.C.
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.
Greene Street 1998 Exchange Fund, L.P. 2,400,000 60,000,000 100.00%
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> 20
<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 43,526,809 43,527,559 $1,558,695,030 47.3992%
Vornado Finance Corp 35,282,694 35,282,694 $1,263,473,272 38.4216%
Vornado Investment Corporation 3,666,666 3,666,666 $131,303,309 3.9928%
40 East 14 Realty Associates 0 $0 0.0000%
General Partnership 1,639,278 1,639,278 $58,702,545 1.7851%
825 Seventh Avenue Holding Corporation 235,516 235,516 $8,433,828 0.2565%
Menands Holdings Corporation 536,524 536,524 $19,212,924 0.5843%
Two Guys From Harrison, N.Y., Inc. 180,890 180,890 $6,477,671 0.1970%
Washington Design Center, L.L.C. 65,807 65,807 $2,356,549 0.0717%
Merchandise Mart Owners, L.L.C. 0 $0 0.0000%
Merchandise Mart Enterprises, L.L.C. 395,967 395,967 $14,179,578 0.4312%
World Trade Center Chicago, L.L.C. 603,948 603,948 $21,627,378 0.6577%
Greene Street 1998 Exchange Fund, L.P. 0 $0 0.0000%
Jacob H Froelich, Jr.
202,411 202,411 $7,248,338 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 $89,955,544 2.7355%
Mendik Realty Company, Inc. 161 161 $5,765 0.0002%
FW / Mendik REIT, L.L.C. (2) 486,540 486,540 $17,422,997 0.5298%
Mendik RELP Corp. 846 846 $30,295 0.0009%
2750 Associates 2,704 2,704 $96,830 0.0029%
Abrams, Trust U/W/O Ralph 7,244 7,244 $259,408 0.0079%
Adler, Robert 2,496 2,496 $89,382 0.0027%
Alpert, Vicki 5,228 5,228 $187,215 0.0057%
Ambassador Construction Company, Inc. 37,178 37,178 $1,331,344 0.0405%
Aschendorf-Shasha, Ellen 1,710 1,710 $61,235 0.0019%
Ash, Herbert 154 154 $5,515 0.0002%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Barbara Schwartz 4,278 4,278 $153,195 0.0047%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Ellis Schwartz 256 256 $9,167 0.0003%
Barr, Thomas 1,844 1,844 $66,034 0.0020%
Barkin, Leonard 962 962 $34,449 0.0010%
Batkin, Nancy 0 0 $0 0.0000%
Batkin, Nancy 1998 Trust u/a/d 5/11/98 108 6,338 6,446 $230,831 0.0070%
Berenson, David 1,034 1,034 $37,028 0.0011%
Berenson, Joan 1,382 1,382 $49,489 0.0015%
Berenson, Richard 842 842 $30,152 0.0009%
Berenson, Robert 1,762 1,762 $63,097 0.0019%
Berger, Alica C. 374 374 $13,393 0.0004%
Bianculli, Louis 5,604 5,604 $200,679 0.0061%
Bierman, Jacquin 5,376 5,376 $192,515 0.0059%
Blumenthal, Joel Marie 154 154 $5,515 0.0002%
Braverman, Madlyn 35,032 35,032 $1,254,496 0.0381%
Bonk, Chris 75,344 75,344 $2,698,069 0.0820%
Carb, Sally 1,793 1,793 $64,207 0.0020%
Carney, Thomas 1,419 1,419 $50,814 0.0015%
Chambers, Robert 145 7,961 8,106 $290,276 0.0088%
CHO Enterprises 5,364 5,364 $192,085 0.0058%
Dembner, Shirley 145 78 223 $7,986 0.0002%
Dembner, Shirley UGMA 0 $0 0.0000%
for Lindsey Dembner 3,462 3,462 $123,974 0.0038%
Doner, Max 3,364 3,364 $120,465 0.0037%
Downey, Michael 83,226 83,226 $2,980,323 0.0906%
Dryfoos, Jacqueline 962 962 $34,449 0.0010%
Dubrowski, Raymond 2,304 2,304 $82,506 0.0025%
Evans, Ben 104 104 $3,724 0.0001%
Field, Walter L. 1,680 1,680 $60,161 0.0018%
Jesse Fierstein & Co. 4,045 4,045 $144,851 0.0044%
Fischer, Alan A. 3,364 3,364 $120,465 0.0037%
Freedman, Robert 5,770 5,770 $206,624 0.0063%
Gershon, Estate of Murray 10,494 10,494 $375,790 0.0114%
Getz, Howard 333 333 $11,925 0.0004%
Getz, Sandra 7,328 7,328 $262,416 0.0080%
Getz, Sandra & Howard 748 748 $26,786 0.0008%
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
TOTAL TOTAL PERCENTAGE
UNITS VALUE INTEREST
---------- -------------- --------
<S> <C> <C> <C>
Vornado Realty Trust 90,857,616(1) $3,342,360,263 89.3977%
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 $17,356,549 0.4642%
Merchandise Mart Owners, L.L.C. 1,049,349 $52,467,450 1.4033%
Merchandise Mart Enterprises, L.L.C. 395,967 $14,179,578 0.3793%
World Trade Center Chicago, L.L.C. 603,948 $21,627,378 0.5785%
Greene Street 1998 Exchange Fund, L.P. 2,400,000 $60,000,000 1.6048%
Jacob H. Froelich, Jr. 352,478 $12,622,237 0.3376%
S.D. Phillips 9,976 $357,241 0.0096%
George W. Lyles 70,044 $2,508,276 0.0671%
Canoe House Partners, LLC 200,090 $7,165,223 0.1916%
Roaring Gap Limited Partnership 290,158 $10,390,558 0.2779%
Phillips Property Company, LLC 27,577 $987,532 0.0264%
The Mendik Partnership, L.P. 2,512,023 $89,955,544 2.4060%
Mendik Realty Company, Inc. 161 $5,765 0.0002%
FW / Mendik REIT, L.L.C. (2) 486,540 $17,422,997 0.4660%
Mendik RELP Corp. 846 $30,295 0.0008%
2750 Associates 2,704 $96,830 0.0026%
Abrams, Trust U/W/O Ralph 7,244 $259,408 0.0069%
Adler, Robert 2,496 $89,382 0.0024%
Alpert, Vicki 5,228 $187,215 0.0050%
Ambassador Construction Company, Inc. 37,178 $1,331,344 0.0356%
Aschendorf-Shasha, Ellen 1,710 $61,235 0.0016%
Ash, Herbert 154 $5,515 0.0001%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $153,195 0.0041%
Aubert, Trust FBO Lysa 0 $0 0.0000%
UWO Ellis Schwartz 256 $9,167 0.0002%
Barr, Thomas 1,844 $66,034 0.0018%
Barkin, Leonard 962 $34,449 0.0009%
Batkin, Nancy 0 $0 0.0000%
Batkin, Nancy 1998 Trust u/a/d 5/11/98 6,446 $230,831 0.0062%
Berenson, David 1,034 $37,028 0.0010%
Berenson, Joan 1,382 $49,489 0.0013%
Berenson, Richard 842 $30,152 0.0008%
Berenson, Robert 1,762 $63,097 0.0017%
Berger, Alice C. 374 $13,393 0.0004%
Bianculli, Louis 5,604 $200,679 0.0054%
Bierman, Jacquin 5,376 $192,515 0.0051%
Blumenthal, Joel Marie 154 $5,515 0.0001%
Braverman, Madlyn 35,032 $1,254,496 0.0336%
Bonk, Chris 75,344 $2,698,069 0.0722%
Carb, Sally 1,793 $64,207 0.0017%
Carney, Thomas 1,419 $50,814 0.0014%
Chambers, Robert 8,106 $290,276 0.0078%
CHO Enterprises 5,364 $192,085 0.0051%
Dembner, Shirley 223 $7,986 0.0002%
Dembner, Shirley UGMA 0 $0 0.0000%
for Lindsey Dembner 3,462 $123,974 0.0033%
Doner, Max 3,364 $120,465 0.0032%
Downey, Michael 83,226 $2,980,323 0.0797%
Dryfoos, Jacqueline 962 $34,449 0.0009%
Dubrowski, Raymond 2,304 $82,506 0.0022%
Evans, Ben 104 $3,724 0.0001%
Field, Walter L. 1,680 $60,161 0.0016%
Jesse Fierstein & Co. 4,045 $144,851 0.0039%
Fischer, Alan A. 3,364 $120,465 0.0032%
Freedman, Robert 5,770 $206,624 0.0055%
Gershon, Estate of Murray 10,494 $375,790 0.0101%
Getz, Howard 333 $11,925 0.0003%
Getz, Sandra 7,328 $262,416 0.0070%
Getz, Sandra & Howard 748 $26,786 0.0007%
</TABLE>
<PAGE> 22
<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 $14,825 0.0005% 414 $14,825 0.0004%
Ginsberg, Benedict 932 932 $33,375 0.0010% 932 $33,375 0.0009%
Goldberg, Clarence 916 916 $32,802 0.0010% 916 $32,802 0.0009%
Goldring, Stanley 10,833 10,833 $387,930 0.0118% 10,833 $387,930 0.0104%
Goldschmidt, Beatrice 22,045 22,045 $789,431 0.0240% 22,045 $789,431 0.0211%
Goldschmidt, Charles 10,752 10,752 $385,029 0.0117% 10,752 $385,029 0.0103%
Goldschmidt, Edward 12,842 12,842 $459,872 0.0140% 12,842 $459,872 0.0123%
Goldschmidt, C. Trust U/A/D 7/11/90 8,389 8,389 $300,410 0.0091% 8,389 $300,410 0.0080%
Goldschmidt, Lawrence 92,454 92,454 $3,310,778 0.1007% 92,454 $3,310,778 0.0886%
Gorfinkle, Alaine 664 664 $23,778 0.0007% 664 $23,778 0.0006%
Gorfinkle, Lawrence 3,830 3,830 $137,152 0.0042% 3,830 $137,152 0.0037%
Gould Investors, L.P. 458,964 458,964 $16,435,501 0.4998% 458,964 $16,435,501 0.4396%
Green, Bernard 14,152 14,152 $506,783 0.0154% 14,152 $506,783 0.0136%
Green, Barbara 8,546 8,546 $306,032 0.0093% 8,546 $306,032 0.0082%
Greenbaum, David R. 701 701 $25,103 0.0008% 701 $25,103 0.0007%
Greif, Goldie 6,724 6,724 $240,786 0.0073% 6,724 $240,786 0.0064%
Gutenberg, Bernice 688 688 $24,637 0.0007% 688 $24,637 0.0007%
H L Silbert trustee U/W 19,976 19,976 $715,341 0.0218% 19,976 $715,341 0.0191%
of H A Goldman
Hagler, Philip 14,631 14,631 $523,936 0.0159% 14,631 $523,936 0.0140%
Harteveldt, Robert L. 5,128 5,128 $183,634 0.0056% 5,128 $183,634 0.0049%
Hirsch, Phillip J. 338 338 $12,104 0.0004% 338 $12,104 0.0003%
Hirsch, Judith 338 338 $12,104 0.0004% 338 $12,104 0.0003%
Hrusha, Alan 1,844 1,844 $66,034 0.0020% 1,844 $66,034 0.0018%
Hutner, Anne Trust F/B/O 4,610 4,610 $165,084 0.0050% 4,610 $165,084 0.0044%
Hutner, Estate of Irwin 11,334 11,334 $405,871 0.0123% 11,334 $405,871 0.0109%
INS Realty Associates 269,516 269,516 $9,651,368 0.2935% 269,516 $9,651,368 0.2581%
Fierstein Co. 28,415 28,415 $1,017,541 0.0309% 28,415 $1,017,541 0.0272%
Jaffe, Elizabeth 76 76 $2,722 0.0001% 76 $2,722 0.0001%
Jones, Hazel 2,496 2,496 $89,382 0.0027% 2,496 $89,382 0.0024%
Kaufman, Robert M. 338 338 $12,104 0.0004% 338 $12,104 0.0003%
Klein, Robin 3,364 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Knatten Inc. 141,998 141,998 $5,084,948 0.1546% 141,998 $5,084,948 0.1360%
Knight, Laureine 10,242 10,242 $366,766 0.0112% 10,242 $366,766 0.0098%
Komaroff, Stanley 576 576 $20,627 0.0006% 576 $20,627 0.0006%
Kosloff, Andrea 78 78 $2,793 0.0001% 78 $2,793 0.0001%
Kosloff, Andrea UGMA 0 $0 0.0000% 0 $0 0.0000%
for Adam Kosloff 2,116 2,116 $75,774 0.0023% 2,116 $75,774 0.0027%
Kosloff, Andrea UGMA 0 $0 0.0000% 0 $0 0.0000%
for Justin Kosloff 2,116 2,116 $75,774 0.0023% 2,116 $75,774 0.0020%
Koven, Irving 0 0 $0 0.0000% 0 $0 0.0000%
Koven, Esther 11,208 11,208 $401,358 0.0122% 11,208 $401,358 0.0107%
Kowal, Myron as Custodian 0 $0 0.0000% 0 $0 0.0000%
for Andrew Kowal 748 748 $26,786 0.0008% 748 $26,786 0.0007%
Kramer, Saul 652 652 $23,348 0.0007% 652 $23,348 0.0006%
Kuhn, James D. 1,606 151,046 152,652 $5,466,468 0.1662% 152,652 $5,466,468 0.1462%
Kuhn, Leo 902 902 $32,301 0.0010% 902 $32,301 0.0009%
Kurshan, Herbert 2,496 2,496 $89,382 0.0027% 2,496 $89,382 0.0024%
Lauder, Leonard 4,660 4,660 $166,875 0.0051% 4,660 $166,875 0.0045%
Lauder, Ronald 4,660 4,660 $166,875 0.0051% 4,660 $166,875 0.0045%
Leff, Joseph 3,364 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Leff, Valerie 3,364 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Lefkowitz, Howard 414 414 $14,825 0.0005% 414 $14,825 0.0004%
LeRoy Partners 0 0 $0 0.0000% 0 $0 0.0000%
Liroff, Harriett 12,166 12,166 $435,664 0.0132% 12,166 $435,664 0.0117%
Liroff, Richard 1,532 1,532 $54,861 0.0017% 1,532 $54,861 0.0015%
Loewengart, Irene 1,664 1,664 $59,588 0.0018% 1,664 $59,588 0.0016%
Lovitz, David 2,244 2,244 $80,358 0.0024% 2,244 $80,358 0.0021%
M. Westport Associates 3,412 3,412 $122,184 0.0037% 3,412 $122,184 0.0033%
Maayan Partners 9,616 9,616 $344,349 0.0105% 9,616 $344,349 0.0092%
Marvin, Morton 914 914 $32,730 0.0010% 914 $32,730 0.0009%
Marvin, Suzanne 76 76 $2,722 0.0001% 76 $2,722 0.0001%
Maynard, Jean 2,304 2,304 $82,506 0.0025% 2,304 $82,506 0.0022%
Mazer, David 6,724 6,724 $240,786 0.0073% 6,724 $240,786 0.0064%
Mazer, Richard 6,724 6,724 $240,786 0.0073% 6,724 $240,786 0.0064%
Mendik, Bernard 13,162 13,162 $471,331 0.0143% 13,162 $471,331 0.0126%
Mendik, Susan 976 930 1,906 $68,254 0.0021% 1,906 $68,254 0.0018%
Mendik, Susan Trust 36 4,474 4,510 $161,503 0.0049% 4,510 $161,503 0.0043%
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 $367,267 0.0112% 10,256 $367,267 0.0098%
Mil Equities 13,334 13,334 $477,491 0.0145% 13,334 $477,491 0.0128%
Myers Group III, Inc. 17,641 17,641 $631,724 0.0192% 17,641 $631,724 0.0169%
Myers Group IV, Inc. 126,979 126,979 $4,547,118 0.1383% 126,979 $4,547,118 0.1216%
Nevas, Alan 1,636 1,636 $58,585 0.0018% 1,636 $58,585 0.0016%
Nevas, Leo 3,271 3,271 $117,135 0.0036% 3,271 $117,135 0.0031%
Nicardo Corporation 0 0 $0 0.0000% 0 $0 0.0000%
Novick, Lawrence 154 154 $5,515 0.0002% 154 $5,515 0.0001%
Oestreich, David A. 38,808 38,808 $1,389,714 0.0423% 38,808 $1,389,714 0.0372%
Oestreich, Joan E. 38,802 38,802 $1,389,500 0.0423% 38,802 $1,389,500 0.0372%
</TABLE>
<PAGE> 23
<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 $296,061,682 100.0000% 899,566 $44,978,300 100.00% 449,783 $22,489,150 100.00%
---------------------------------- ----------------------------- -----------------------------
</TABLE>
<PAGE> 24
<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 $26,782,729 100.00% 2,400,000 $60,000,000 100.00%
---------------------------------- ----------------------------------
</TABLE>
<PAGE> 25
<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 86,956,158 3,534,098 1,340,011
---------------------------------
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
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 $165,084 0.0050% 4,610 $165,084 0.0044%
Oppenheimer, Martin J. 338 $12,104 0.0004% 338 $12,104 0.0003%
Oppenheimer, Suzanne 338 $12,104 0.0004% 338 $12,104 0.0003%
Oshatz, Michael P. 30,180 $1,080,746 0.0329% 30,180 $1,080,746 0.0289%
Phillips, Family Trust UWO Edith 0 $0 0.0000% 0 $0 0.0000%
Phillips, Jonathan 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Phillips, Lynn 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
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 $93,142 0.0028% 2,601 $93,142 0.0025%
RCAY S.A. 0 0 $0 0.0000% 0 $0 0.0000%
Reichler, Richard 5,400 $193,374 0.0059% 5,400 $193,374 0.0052%
Reingold, Suzy 4,888 $175,039 0.0053% 4,888 $175,039 0.0004%
Roberts, H. Richard 39,426 $1,411,845 0.0429% 39,426 $1,411,845 0.0378%
Roche, Sara 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Rolfe, Ronald 1,844 $66,034 0.0020% 1,844 $66,034 0.0018%
Rosenberg, Ilse 576 $20,627 0.0006% 576 $20,627 0.0006%
Rosenheim, Revocable Living 0 $0 0.0000% 0 $0 0.0000%
Trust of Edna 1,124 $40,250 0.0012% 1,124 $40,250 0.0011%
Rosenzveig, Abraham 3,744 $134,073 0.0041% 3,744 $134,073 0.0036%
Rubashkin, Martin 460 $16,473 0.0005% 460 $16,473 0.0004%
Rubin, Murray M. 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Sahid, Joseph 1,844 $66,034 0.0020% 1,844 $66,034 0.0018%
Saunders, Paul 1,844 $66,034 0.0020% 1,844 $66,034 0.0018%
Saul, Andrew 20,196 $723,219 0.0220% 20,196 $723,219 0.0193%
Schacht, Ronald 988 $35,380 0.0011% 988 $35,380 0.0009%
Schwartz, Trust FBO Samuel 0 $0 0.0000% 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $153,195 0.0047% 4,278 $153,195 0.0041%
Schwartz, Trust FBO Samuel 0 $0 0.0000% 0 $0 0.0000%
UWO Ellis Schwartz 256 $9,167 0.0003% 256 $9,167 0.0002%
Schwartz, Trust FBO Carolynn 0 $0 0.0000% 0 $0 0.0000%
UWO Barbara Schwartz 4,278 $153,195 0.0047% 4,278 $153,195 0.0041%
Schwartz, Trust FBO Carolynn 0 $0 0.0000% 0 $0 0.0000%
UWO Ellis Schwartz 256 $9,167 0.0003% 256 $9,167 0.0002%
Shapiro, Howard 932 $33,375 0.0010% 932 $33,375 0.0009%
Shapiro, Howard A. 336 $12,032 0.0004% 336 $12,032 0.0003%
Shapiro, Robert I. 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Shasha, Alfred 5,770 $206,624 0.0063% 5,770 $206,624 0.0055%
Shasha, Alfred A. & Hanina 7,484 $268,002 0.0081% 7,484 $268,002 0.0072%
Shasha, Alfred & Hanina 0 $0 0.0000% 0 $0 0.0000%
Trustees UTA 6/8/94 13,676 $489,738 0.0149% 13,676 $489,738 0.0131%
Shasha, Robert Y. 1,710 $61,235 0.0019% 1,710 $61,235 0.0016%
Shasha-Kupchick, Leslie 3,418 $122,399 0.0037% 3,418 $122,399 0.0033%
Sheridan Family Partners, L.P. 15,944 $570,955 0.0174% 15,944 $570,955 0.0153%
Shine, William 2,766 $99,050 0.0030% 2,766 $99,050 0.0026%
Silberstein, John J. 75,140 $2,690,763 0.0818% 75,140 $2,690,763 0.0720%
Silbert, Harvey I. 19,976 $715,341 0.0218% 19,976 $715,341 0.0191%
Simons, Robert 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Sims, David 52,938 $1,895,710 0.0576% 52,938 $1,895,710 0.0507%
Slaner, Estate of Alfred P. 34,958 $1,251,846 0.0381% 34,958 $1,251,846 0.0335%
Steiner, Phillip Harry 1,124 $40,250 0.0012% 1,124 $40,250 0.0011%
Steiner, Richard Harris 1,124 $40,250 0.0012% 1,124 $40,250 0.0011%
Tannenbaum, Bernard 912 $32,659 0.0010% 912 $32,659 0.0009%
Tannenbaum, Bernice 76 $2,722 0.0001% 76 $2,722 0.0001%
Tartikoff Living Trust 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Winik, Trust U/W/O Carolyn 3,364 $120,465 0.0037% 3,364 $120,465 0.0032%
Watt, Emily 1,332 $47,699 0.0015% 1,332 $47,699 0.0013%
Wang, Kevin 77,458 $2,773,771 0.0843% 77,458 $2,773,771 0.0742%
Weissman, Sheila 664 $23,778 0.0007% 664 $23,778 0.0006%
Williams, John 2,244 $80,358 0.0024% 2,244 $80,358 0.0021%
------------------------------------------------ ----------- -------------- ---------
TOTAL 0 91,830,267 3,288,441,861 100.0000% 102,116,767 $3,738,753,722 100.0000%
----------------------------------------------- ----------- -------------- ---------
</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 85,068,377
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
----------
91,830,267
==========
</TABLE>
<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 - December 9, 1998
SADDLE BROOK, NEW JERSEY ..... VORNADO REALTY TRUST (NYSE:VNO) today
announced that it has completed its previously announced acquisition of the 1.05
million square foot Market Square Complex of showrooms in the nation's
"furniture capital", High Point, NC. The consideration was approximately $97
million consisting of $46 million in debt and $51 million in Operating
Partnership Units and 6.5% Preferred Operating Partnership Units convertible at
$43.74 per unit.
The acquired real estate assets include the Market Square, Hamilton
Market and Furniture Plaza showroom buildings and the High Point Holiday Inn
hotel.
In a second transaction, Vornado announced that it has also acquired
the 243,000 square foot National Furniture Mart, which is adjacent to the
aforementioned properties, in High Point. The price was approximately $17.7
million consisting of $3.8 million in cash and $13.9 million in debt.
The properties will be managed by Merchandise Mart Properties, Inc.
which Vornado acquired as part of the Kennedy Family portfolio in April 1998.
Vornado is a fully-integrated equity real estate investment trust.
Certain statements contained herein may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, risks associated
with the timing of and costs associated with property improvements, financing
commitments and general competitive factors.
####
<PAGE> 1
Exhibit 99.2
CONTACT: JOSEPH MACNOW
(201) 587-1000
[Vornado Realty Trust logo]
Park 80 West, Plaza II
Saddle Brook, NJ 07663
FOR IMMEDIATE RELEASE - August 19, 1998
VORNADO REALTY TRUST TO ACQUIRE
MARKET SQUARE COMPLEX IN HIGH POINT, NC
SADDLE BROOK, NEW JERSEY .... VORNADO REALTY TRUST (NYSE:VNO) today
announced that it has entered into a definitive agreement to acquire the 1.05
million square foot Market Square Complex of showrooms in the nation's
"furniture capital", High Point, NC, for approximately $100 million consisting
of $45 million in debt and $55 million in Operating Partnership Units and
Convertible Preferred Operating Partnership Units.
The acquired real estate assets include the Market Square, Hamilton
Market and Furniture Plaza showroom buildings and the High Point Holiday Inn
hotel. The properties will be managed by Merchandise Mart Properties, Inc. which
Vornado acquired as part of the Kennedy Family portfolio in April 1998.
The closing, which is expected at the end of the third quarter, is
subject to customary closing conditions.
Vornado is a fully-integrated equity real estate investment trust.
Certain statements contained herein may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, risks associated
with the timing of and costs associated with property improvements, financing
commitments and general competitive factors.
####
