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As filed with the Securities and Exchange Commission on March 15, 1999
Exhibit index on page 6
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Vornado Realty Trust
(Exact Name of Registrant as Specified in Its Charter)
Maryland 22-1657560
(State of Incorporation or Organization) (IRS Employer
Identification No.)
Park 80 West, Plaza II,
Saddle Brook, New Jersey 07663
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please check the of a concurrent registration
following box. / / statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following
box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
8.5% Series B Cumulative New York Stock Exchange
Redeemable Preferred Shares of
Beneficial Interest,
liquidation preference $25.00
per share, no par value per
share
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
(Title of Class)
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Item 1. Description of registrant's securities to
be registered.
A description of the 8.5% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest, liquidation preference $25.00 per
share, which are to be registered under this registration statement is contained
under the caption "Description of the Series B Preferred Shares" in the
Preliminary Prospectus Supplement, dated March 9, 1999, to the Prospectus, dated
February 11, 1998, constituting a part of the Registration Statement on Form S-3
(File No. 333-40787) of Vornado Realty Trust, filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. This
description and the related information contained under the caption "Description
of Shares of Beneficial Interest -- Description of Preferred Shares" in the
Prospectus, dated February 11, 1998, are incorporated by reference into this
registration statement, and any description included in a form of prospectus
supplement subsequently filed by Vornado under Rule 424(b) under the Securities
Act will be deemed to be incorporated by reference into this registration
statement.
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Item 2. Exhibits.
Exhibit No. Exhibit
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3.1 Amended and Restated Declaration of Trust of Vornado
Realty Trust, as amended on April 3, 1997
(incorporated by reference to Exhibit 3.1 of
Vornado's Registration Statement on Form S-8 (File
No. 333-29011), filed on July 12, 1997)
3.2 Articles of Amendment of Declaration of Trust of
Vornado Realty Trust, as filed with the State
Department of Assessments and Taxation of Maryland
on April 22, 1998 (incorporated by reference to
Exhibit 3.1 of Vornado's Current Report on Form 8-K
dated April 22, 1998 (File No. 1-11954), filed on
April 28, 1998)
3.3 Articles Supplementary to Declaration of Trust of
Vornado Realty Trust with respect to the Series D-1
Preferred Shares, dated November 12, 1998, as filed
with the State Department of Assessments and
Taxation of Maryland on November 25, 1998
(incorporated by reference to Exhibit 3.1 of
Vornado's Current Report on Form 8-K dated November
12, 1998 (File No. 1-11954), filed on November 30,
1998)
3.4 Articles Supplementary to Declaration of Trust of
Vornado Realty Trust with respect to the Series D-1
Preferred Shares, dated December 22, 1998, as filed
with the State Department of Assessments and
Taxation of Maryland on January 12, 1999
(incorporated by reference to Exhibit 3.2 of
Vornado's Current Report on Form 8-K/A, dated
November 12, 1998 (File No. 1-11954), filed on
February 9, 1999)
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3.5 Form of Articles Supplementary classifying the 8.5%
Series B Cumulative Redeemable Preferred Shares of
Beneficial Interest
3.6 By-laws of Vornado, as amended on April 28, 1997
(incorporated by reference to Exhibit 3(b) of
Vornado's Quarterly Report on Form 10-Q for the
period ended March 31, 1997 (File No. 001-11954),
filed on May 14, 1997)
4.1 Instruments defining the rights of security holders
(see Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6 of
this registration statement)
4.2 Specimen certificate evidencing Vornado's Series B
8.5% Cumulative Redeemable Preferred Shares of
Beneficial Interest
4.3 Specimen certificate evidencing Vornado's common
shares of beneficial interest, par value $.04 per
share (incorporated by reference to Exhibit 4.1 of
Amendment No. 1 to Vornado's Registration Statement
on Form S-3 (File No. 33-62395), filed on October
26, 1995)
4.4 Specimen certificate evidencing Vornado's $3.25
Series A Preferred Shares of Beneficial Interest,
liquidation preference $50.00 per share
(incorporated by reference to Exhibit 4.2 of
Vornado's Current Report on Form 8-K, dated April 3,
1997 (File No. 001-11954), filed on April 8, 1998)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
VORNADO REALTY TRUST
Dated: March 15, 1999 By: /s/ Irwin Goldberg
--------------------------
Irwin Goldberg
Vice President --
Chief Financial Officer
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Exhibit Index
Exhibit
No. Exhibit
3.1 Amended and Restated Declaration of Trust of
Vornado Realty Trust, as amended on April 3,
1997 (incorporated by reference to Exhibit 3.1
of Vornado's Registration Statement on Form S-8
(File No. 333-29011), filed on July 12, 1997)
3.2 Articles of Amendment of Declaration of Trust
of Vornado Realty Trust, as filed with the
State Department of Assessments and Taxation of
Maryland on April 22, 1998 (incorporated by
reference to Exhibit 3.1 of Vornado's Current
Report on Form 8-K dated April 22, 1998 (File
No. 1-11954), filed on April 28, 1998)
3.3 Articles Supplementary to Declaration of Trust
of Vornado Realty Trust with respect to the
Series D-1 Preferred Shares, dated November 12,
1998, as filed with the State Department of
Assessments and Taxation of Maryland on
November 25, 1998 (incorporated by reference to
Exhibit 3.1 of Vornado's Current Report on Form
8-K dated November 12, 1998 (File No. 1-
11954), filed on November 30, 1998)
3.4 Articles Supplementary to Declaration of Trust
of Vornado Realty Trust with respect to the
Series D-1 Preferred Shares, dated December 22,
1998, as filed with the State Department of
Assessments and Taxation of Maryland on January
12, 1999 (incorporated by reference to Exhibit
3.2 of Vornado's Current Report on Form 8-K/A,
dated November 12, 1998 (File No. 1-11954),
filed on February 9, 1999)
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3.5 Form of Articles Supplementary classifying the
8.5% Series B Cumulative Redeemable Preferred
Shares of Beneficial Interest
3.6 By-laws of Vornado, as amended on April 28,
1997 (incorporated by reference to Exhibit 3(b)
of Vornado's Quarterly Report on Form 10-Q for
the period ended March 31, 1997 (File No. 001-
11954), filed on May 14, 1997)
4.1 Instruments defining the rights of security
holders (see Exhibits 3.1, 3.2, 3.3, 3.4, 3.5
and 3.6 of this registration statement)
4.2 Specimen certificate evidencing Vornado's 8.5%
Series B Cumulative Redeemable Preferred Shares
of Beneficial Interest
4.3 Specimen certificate evidencing Vornado's
common shares of beneficial interest, par value
$.04 per share (incorporated by reference to
Exhibit 4.1 of Amendment No. 1 to Vornado's
Registration Statement on Form S-3 (File
No. 33-62395), filed on October 26, 1995)
4.4 Specimen certificate evidencing Vornado's $3.25
Series A Preferred Shares of Beneficial
Interest, liquidation preference $50.00 per
share (incorporated by reference to Exhibit 4.2
of Vornado's Current Report on Form 8-K, dated
April 3, 1997 (File No. 001-11954), filed on
April 8, 1998)
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Exhibit 3.5
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, 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:
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
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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 the first calendar day of
January, April, July and October, 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 8 hereof.
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"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 8 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.
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"Voting Preferred Shares" shall have the meaning set forth in
Section 9 hereof.
SECTION 3. DIVIDENDS. (a) The holders of Series B Preferred
Shares shall be entitled to receive, when, as and if authorized and declared by
the Board of Trustees 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"). 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
and declared by the Board of Trustees, 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 stock 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.
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(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 shares of such stock) 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
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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.
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(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. (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)
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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
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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 certifi cates 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. 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
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liabilities.
SECTION 8. 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 9. VOTING. Except as otherwise set forth herein, the
Series B Preferred Shares shall not have any relative, participating, optional
or other special voting rights and 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),
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<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 stock books of the
Trust. The trustees elected at any such special meeting shall hold office until
the next annual meeting of the shareholders or special meting 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
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<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,
similarly given, 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
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<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 9,
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 10. 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 11. 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
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<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.
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<PAGE> 15
IN WITNESS WHEREOF, the Trust has caused these Articles
Supplementary to be executed by a majority of its entire Board of Trustees on
this __ day of March, 1999.
Steven Roth, Trustee
Michael D. Fascitelli, Trustee
David Mandelbaum, Trustee
Stanley Simon, Trustee
Ronald G. Targan, Trustee
Richard R. West, Trustee
Russell B. Wight, Jr., Trustee
<PAGE> 1
Number *0* EXHIBIT 4.2 Shares *0*
THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR
IN THE CITIES OF NEW YORK, N.Y. IMPORTANT NOTICE
AND CHARLOTTE, N.C. ON TRANSFER RESTRICTIONS
AND OTHER INFORMATION
CUSIP 929042 30 7
VORNADO REALTY TRUST
--------------------------------------------
a Real Estate Investment Trust
Formed Under the Laws of the State of Maryland
THIS CERTIFIES THAT **Specimen**
is the owner of **Zero (0)**
fully paid and nonassessable 8.5% Series B Cumulative Redeemable Preferred
Shares of Beneficial Interest, liquidation preference $25.00 per share, of no
par value, of
VORNADO REALTY TRUST
--------------------------------------------
(the "Trust"), transferable on the books of the Trust by the holder hereof in
person or by duly authorized attorney, upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are issued
and shall be held subject to all of the provisions of the Declaration of Trust
and Bylaws of the Trust and any amendments thereto. This Certificate is not
valid until countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal and the facsimile signatures of the duly
authorized officers of the Trust.
DATED **Specimen**
Countersigned and Registered:
[IMPRESSION OF TRUST SEAL]
FIRST UNION NATIONAL BANK
(Charlotte, N.C.)
/s/Steven Roth
Transfer Agent and Registrar Chief Executive Officer
By: /s/ Myron O. Gray /s/ Larry Portal
Authorized signature Assistant Secretary
<PAGE> 2
VORNADO REALTY TRUST
IMPORTANT NOTICE
The Trust will furnish to any shareholder, on request and without
charge, a full statement of the information required by Section 8-203(d) of the
Corporations and Associations Article of the Annotated Code of Maryland with
respect to the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the
shares of each class of beneficial interest which the Trust has authority to
issue and, if the Trust is authorized to issue any preferred or special class in
series, (i) the differences in the relative rights and preferences between the
shares of each series to the extent set, and (ii) the authority of the Board of
Trustees to set such rights and preferences of subsequent series. The foregoing
summary does not purport to be complete and is subject to and qualified in its
entirety by reference to the Amended and Restated Declaration of Trust, as
amended (the "Declaration of Trust") of the Trust, a copy of which will be sent
without charge to each shareholder who so requests. Such request must be made to
the Secretary of the Trust at its principal office or to the Transfer Agent.
The shares of Preferred Stock represented by this certificate are
subject to restrictions on ownership and transfer for the purpose of the Trust's
maintenance of its status as a real estate investment trust ("REIT") under the
Internal Revenue Code of 1986, as amended. No Person may Beneficially Own shares
of Preferred Stock of any class in excess of 9.9% of the outstanding Preferred
Equity Stock of such class and no Person may Constructively Own Preferred Stock
of any class in excess of 9.9% of the outstanding Preferred Equity Stock of such
class (unless such person is an Existing Constructive Holder). Any Person who
attempts to Beneficially Own or Constructively Own Shares in excess of the above
limitations must immediately notify the Trust. All capitalized terms used in
this legend have the meanings set forth in the Declaration of Trust, a copy of
which, including the restrictions on ownership and transfer, will be sent
without charge to each stockholder who so requests. Such request must be made to
the Secretary of the Trust at its principal office or to the Transfer Agent. If
the restrictions on ownership and transfer are violated, the shares of Preferred
Stock represented hereby will be automatically exchanged for shares of Excess
Stock which will be held in trust by the Trust.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
OR DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as through they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT____ Custodian______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right Under Uniform Gifts to Minors Act of
of survivorship and not as ________________________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ___________________ HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
________________________ shares of the shares represented by the within
Certificate, and do hereby irrevocably constitute and appoint
____________________________ Attorney to transfer the said shares on the books
of the within named Trust with full power of substitution in the premises.
Dated _____________________
____________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
