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Exhibit Index on Page 6
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): September 3, 1999
Commission File Number: 1-11954
VORNADO REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 22-1657560
(State or other jurisdiction of incorporation) (I.R.S. employer
identification number)
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(Address of principal executive offices) (Zip Code)
(201) 587-1000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEMS 1-4. NOT APPLICABLE
ITEM 5. OTHER EVENTS
ISSUANCE OF SERIES D-3 PREFERRED UNITS BY VORNADO REALTY L.P.
On September 3, 1999, Vornado Realty L.P., a Delaware limited
partnership through which Vornado Realty Trust conducts its business (the
"Operating Partnership"), sold $200 million of Series D-3 Preferred Units of
limited partnership interest (the "Series D-3 Preferred Units") to an
institutional investor in a private placement, resulting in net proceeds of
$194.5 million.
The Series D-3 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 September 3, 2004 for cash equal to $25 per Series D-3 Preferred Unit
and any accumulated and unpaid distributions owing in respect of the Series D-3
Preferred Units being redeemed. At any time on or after the Series D-3 Effective
Date (as defined below), holders of Series D-3 Preferred Units will have the
right to have their Series D-3 Preferred Units redeemed by the Operating
Partnership for (i) cash equal to the holder's capital account after the
carrying values of all Operating Partnership assets are adjusted pursuant to the
limited partnership agreement of the Operating Partnership and the holder's
capital account is adjusted accordingly for the Series D-3 Preferred Units being
redeemed or (ii) at the option of Vornado Realty Trust, one Series D-3 8.25%
Cumulative Redeemable Preferred Share of Beneficial Interest (liquidation
preference $25 per share), no par value (the "Series D-3 Preferred Shares"), of
Vornado Realty Trust for each Series D-3 Preferred Unit redeemed. The "Series
D-3 Effective Date" means the sooner of (i) September 3, 2009, (ii) the first
business day following any period in which the Operating Partnership has failed
to make full distributions in respect of the Series D-3 Preferred Units for six
quarters, whether or not consecutive, (iii) the first business day following
receipt by the holder of the Series D-3 Preferred Units of either notice from
Vornado Realty Trust, or an opinion of counsel, that the Operating Partnership
is or likely is a "publicly-traded partnership," as defined in the Internal
Revenue Code of 1986, as amended, and (iv) the first business day following the
date on which the institutional investor to which the Series D-3 Preferred Units
were issued reasonably determines that there is an imminent and substantial risk
that the Series D-3 Preferred Units held by it represent or will represent 19.5%
or more of the total profits or capital interests in the Operating Partnership
for a taxable year.
The Series D-3 Preferred Shares will be perpetual and will be
redeemable at the option of Vornado Realty Trust at any time on and after
September 3, 2004 for cash equal to $25 per Series D-3 Preferred Share plus
dividends accumulated and unpaid prior to the date of redemption. No Series D-3
Preferred Shares are now outstanding. Vornado Realty Trust and the purchaser of
the Series D-3 Preferred Units have entered into a registration rights agreement
with respect to the Series D-3 Preferred Shares that may be issued upon
redemption of Series D-3 Preferred Units.
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ISSUANCE OF SERIES D-4 PREFERRED UNITS BY THE OPERATING PARTNERSHIP
Also on September 3, 1999, the Operating Partnership sold $125 million
of Series D-4 Preferred Units of limited partnership interest (the "Series D-4
Preferred Units") to another institutional investor in a private placement,
resulting in net proceeds of approximately $122 million.
The Series D-4 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 September 3, 2004 for cash equal to $25 per Series D-4 Preferred Unit
and any accumulated and unpaid distributions owing in respect of the Series D-4
Preferred Units being redeemed. At any time on or after the Series D-4 Effective
Date (as defined below), holders of Series D-4 Preferred Units will have the
right to have their Series D-4 Preferred Units redeemed by the Operating
Partnership for (i) cash equal to $25 for each Series D-4 Preferred Unit and any
accumulated and unpaid distributions owing in respect of the Series D-4
Preferred Units being redeemed or (ii) at the option of Vornado Realty Trust,
one 8.25% Series D-4 Cumulative Redeemable Preferred Share of Beneficial
Interest, no par value (the "Series D-4 Preferred Shares"), of Vornado Realty
Trust for each Series D-4 Preferred Unit redeemed. The "Series D-4 Effective
Date" means the sooner of (i) September 3, 2009, (ii) the first business day
following any period in which the Operating Partnership has failed to make full
distributions in respect of the Series D-4 Preferred Units for six quarters,
whether or not consecutive, (iii) the first business day following receipt by
the holder of the Series D-4 Preferred Units of either notice from Vornado
Realty Trust, or an opinion of counsel, that the Operating Partnership is or
likely is a "publicly-traded partnership," as defined in the Internal Revenue
Code of 1986, as amended, and (iv) the first business day following the date on
which the institutional investor to which the Series D-4 Preferred Units were
issued reasonably determines, or delivers to Vornado Realty Trust an opinion of
counsel, that there is an imminent and substantial risk that the Series D-4
Preferred Units held by it represent or will represent 19.5% or more of the
total profits or capital interests in the Operating Partnership for a taxable
year and Vornado Realty Trust agrees with such conclusion, such agreement not to
be unreasonably withheld.
The Series D-4 Preferred Shares will be perpetual and will be
redeemable at the option of Vornado Realty Trust at any time on and after
September 3, 2004 for cash equal to $25 per Series D-4 Preferred Share plus
dividends accumulated and unpaid prior to the date of redemption. No Series D-4
Preferred Shares are now outstanding. Vornado Realty Trust and the purchaser of
the Series D-4 Preferred Units have entered into a registration rights agreement
with respect to the Series D-4 Preferred Shares that may be issued upon
redemption of Series D-4 Preferred Units.
ITEM 6. NOT APPLICABLE
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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
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3.1 Articles Supplementary to Declaration of Trust of Vornado
Realty Trust with respect to the Series D-3 Preferred Shares,
dated September 3, 1999, as filed with the State Department of
Assessments and Taxation of Maryland on September 3, 1999
3.2 Articles Supplementary to Declaration of Trust of Vornado
Realty Trust with respect to the Series D-4 Preferred Shares,
dated September 3, 1999, as filed with the State Department of
Assessments and Taxation of Maryland on September 3, 1999
3.3 Ninth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of
September 3, 1999
3.4 Tenth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of
September 3, 1999
99.1 Press release of Vornado Realty Trust, dated September 3, 1999
ITEM 8. 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: October 25, 1999
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Index to Exhibits
Exhibit No. Description
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3.1 Articles Supplementary to Declaration of Trust of Vornado
Realty Trust with respect to the Series D-3 Preferred Shares,
dated September 3, 1999, as filed with the State Department of
Assessments and Taxation of Maryland on September 3, 1999
3.2 Articles Supplementary to Declaration of Trust of Vornado
Realty Trust with respect to the Series D-4 Preferred Shares,
dated September 3, 1999, as filed with the State Department of
Assessments and Taxation of Maryland on September 3, 1999
3.3 Ninth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of
September 3, 1999
3.4 Tenth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of
September 3, 1999
99.1 Press release of Vornado Realty Trust, dated September 3, 1999
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Exhibit 3.1
VORNADO REALTY TRUST
ARTICLES SUPPLEMENTARY
SERIES D-3 8.25% 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"), the Board of
Trustees of the Trust (the "Board of Trustee"), by unanimous written consent,
classified and designated 8,000,000 shares (the "Shares") of the Preferred
Stock, no par value per share (as defined in the Declaration), of the Trust as
shares of Series D-3 8.25% Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, with the following
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption, which upon any restatement of the Declaration,
shall be deemed to be part of Article VI of the Declaration, with any necessary
or appropriate changes to the enumeration or lettering of sections or
subsections hereof:
SERIES D-3 8.25% CUMULATIVE REDEEMABLE PREFERRED SHARES
SECTION 1. NUMBER OF SHARES AND DESIGNATION. This series of
Preferred Stock shall be designated as Series D-3 8.25% Cumulative Redeemable
Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share
(the "Series D-3 Preferred Shares"), and 8,000,000 shall be the number of shares
of Preferred Stock constituting such series.
SECTION 2. DEFINITIONS. For purposes of the Series D-3
Preferred Shares, the following terms shall have the meanings indicated:
"Board of Trustees" shall mean the Board of Trustees
of the Trust or any committee authorized by such
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Board of Trustees to perform any of its responsibilities with
respect to the Series D-3 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.
"Common Shares" shall mean the common shares of
beneficial interest of the Trust, par value $.04 per share.
"Dividend Payment Date" shall mean the first calendar
day of January, April, July and October, in each year,
commencing on the first of January 1, April 1, July 1 or
October 1 to follow the Issue Date; provided, however, that if
any Dividend Payment Date falls on any day other than a
Business Day, the dividend payment due on such Dividend
Payment Date shall be paid on the first Business Day
immediately following such Dividend Payment Date.
"Dividend Periods" shall mean quarterly dividend
periods commencing on January 1, April 1, July 1 and October 1
of each year and ending on and including the day preceding the
first day of the next succeeding Dividend Period (other than
the initial Dividend Period with respect to each Series D-3
Preferred Share, which shall commence on the date on which
such Series D-3 Preferred Share was issued by the Trust and
end on the next succeeding January 1, April 1, July 1 or
October 1 to occur (whichever occurs first)).
"Issue Date" shall mean the first date on which any
Series D-3 Preferred Shares are issued.
"Junior Shares" shall mean the Common Shares and any
other class or series of shares of beneficial interest of the
Trust constituting junior shares of beneficial interest as
described in paragraph (c) of Section 9 hereof.
"Liquidation Preference" shall have the meaning set
forth in paragraph (a) of Section 4 hereof.
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"Operating Partnership" shall mean Vornado Realty
L.P., a Delaware limited partnership.
"Parity Shares" shall mean any shares of beneficial
interest as described in paragraph (b) of Section 9 hereof.
"Person" shall mean any individual, firm,
partnership, corporation, limited liability company or other
entity, and shall include any successor (by merger or
otherwise) of such entity.
"Redemption Date" shall have the meaning set forth in
paragraph (c) of Section 5 hereof.
"Redemption Price" shall have the meaning set forth
in paragraph (a) of Section 5 hereof.
"Series D-3 Preferred Shares" shall have the meaning
set forth in Section 1 hereof. It is the intention of the
Trust in establishing the Series D-3 Preferred Shares, that,
except to the extent otherwise set forth herein, each Series
D-3 Preferred Share shall be substantially the economic
equivalent of a Series D-3 Preferred Unit in respect of which
it was issued.
"Series D-3 Preferred Units" shall mean the Series
D-3 Preferred Units of limited partner interest of the
Operating Partnership.
"Set apart for payment" shall be deemed to include,
without any action other than the following, the recording by
the Trust in its accounting ledgers of any accounting or
bookkeeping entry which indicates, pursuant to a declaration
of a dividend or other distribution by the Board of Trustees,
the allocation of funds to be so paid on any series or class
of shares of beneficial interest of the Trust; provided,
however, that if any funds for any class or series of Junior
Shares or any class or series of shares of beneficial interest
ranking on a parity with the Series D-3 Preferred Shares as to
the payment of dividends are placed in a separate account of
the Trust or delivered to a disbursing, paying or other
similar agent, then "set apart for payment" with respect to
the Series D-3 Preferred Shares shall mean placing such funds
in a separate account or delivering
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such funds to a disbursing, paying or other similar agent.
"Transfer Agent" means First Union National Bank, Charlotte,
North Carolina, or such other agent or agents of the Trust as
may be designated by the Board of Trustees or its designee as
the transfer agent for the Series D-3 Preferred Shares.
"Voting Preferred Shares" shall have the meaning set
forth in Section 10 hereof.
SECTION 3. DIVIDENDS. (a) The holders of Series D-3 Preferred
Shares shall be entitled to receive, when, as and if authorized by the Board of
Trustees and declared by the Trust out of assets legally available for that
purpose, dividends payable in cash at the rate per annum of $2.125 per Series
D-3 Preferred Share (the "Annual Dividend Rate"). Such dividends with respect to
each Series D-3 Preferred Share shall be cumulative from the date on which such
Series D-3 Preferred Share was issued by the Trust, whether or not in any
Dividend Period or Periods there shall be assets of the Trust legally available
for the payment of such dividends, and shall be payable quarterly, when, as and
if authorized by the Board of Trustees and declared by the Trust, in arrears on
Dividend Payment Dates commencing with respect to each Series D-3 Preferred
Share on the first Dividend Payment Date after the date on which such Series D-3
Preferred Share was issued by the Trust. Dividends are cumulative from the most
recent Dividend Payment Date to which dividends have been paid, whether or not
in any Dividend Period or Periods there shall be assets legally available
therefor. Each such dividend shall be payable in arrears to the holders of
record of the Series D-3 Preferred Shares, as they appear on the share records
of the Trust at the close of business on such record dates, not more than 30
days preceding the applicable Dividend Payment Date (the "Dividend Payment
Record Date"), as shall be fixed by the Board of Trustees. Accumulated and
unpaid dividends for any past Dividend Periods may be authorized and declared
and paid at any time, without reference to any regular Dividend Payment Date, to
holders of record on such date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Trustees.
(b) The amount of dividends payable for each full Dividend
Period for each Series D-3 Preferred Share shall be computed by dividing the
Annual Dividend Rate by four. The
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amount of dividends payable for the initial Dividend Period, or any other period
shorter or longer than a full Dividend Period, on the Series D-3 Preferred
Shares shall be computed on the basis of twelve 30-day months and a 360-day
year. Holders of Series D-3 Preferred Shares shall not be entitled to any
dividends, whether payable in cash, property or stock, in excess of cumulative
dividends, as herein provided, on the Series D-3 Preferred Shares. No interest,
or sum of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on the Series D-3 Preferred Shares that may be in arrears.
(c) So long as any Series D-3 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 D-3 Preferred Shares for all Dividend
Periods terminating on or prior to the Dividend Payment Date on such class or
series of Parity Shares. When dividends are not paid in full or a sum sufficient
for such payment is not set apart, as aforesaid, all dividends authorized and
declared upon Series D-3 Preferred Shares and all dividends authorized and
declared upon any other series or class or classes of Parity Shares shall be
authorized and declared ratably in proportion to the respective amounts of
dividends accumulated and unpaid on the Series D-3 Preferred Shares and such
Parity Shares.
(d) So long as any Series D-3 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
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any shares of beneficial interest) by the Trust, directly or indirectly (except
by conversion into or exchange for Junior Shares), unless in each case (i) the
full cumulative dividends on all outstanding Series D-3 Preferred Shares and any
other Parity Shares of the Trust shall have been paid or set apart for payment
for all past Dividend Periods with respect to the Series D-3 Preferred Shares
and all past dividend periods with respect to such Parity Shares and (ii)
sufficient funds shall have been paid or set apart for the payment of the
dividend for the current Dividend Period with respect to the Series D-3
Preferred Shares and any Parity Shares.
(e) Any accumulated distributions on Series D-3 Preferred Units that
remain unpaid at the time such Series D-3 Preferred Units are acquired by the
Trust for Series D-3 Preferred Shares shall also be deemed to be accumulated and
unpaid dividends in respect of such Series D-3 Preferred Shares as of the date
of issuance of such Series D-3 Preferred Shares and shall be paid when declared
by the Board of Trustees.
SECTION 4. LIQUIDATION PREFERENCE. (a) In the event of any
liquidation, dissolution or winding up of the Trust, whether voluntary or
involuntary, before any payment or distribution of the assets of the Trust
(whether capital or surplus) shall be made to or set apart for the holders of
Junior Shares, the holders of Series D-3 Preferred Shares shall be entitled to
receive Twenty Five Dollars ($25.00) per Series D-3 Preferred Share (the
"Liquidation Preference") plus an amount equal to all dividends (whether or not
earned or declared) accumulated and unpaid thereon to the date of final
distribution to such holder; but such holders of Series D-3 Preferred Shares
shall not be entitled to any further payment. If, upon any such liquidation,
dissolution or winding up of the Trust, the assets of the Trust, or proceeds
thereof, distributable among the holders of Series D-3 Preferred Shares shall be
insufficient to pay in full the preferential amount aforesaid and liquidating
payments on any other Parity Shares, then such assets, or the proceeds thereof,
shall be distributed among the holders of such Series D-3 Preferred Shares and
any such other Parity Shares ratably in accordance with the respective amounts
that would be payable on such Series D-3 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
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exchange and (iii) a sale or transfer of all or substantially all of the Trust's
assets, shall not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary, of the Trust.
(b) Subject to the rights of the holders of shares of any
series or class or classes of shares of beneficial interest ranking on a parity
with or prior to the Series D-3 Preferred Shares upon liquidation, dissolution
or winding up, upon any liquidation, dissolution or winding up of the Trust,
after payment shall have been made in full to the holders of the Series D-3
Preferred Shares, as provided in this Section 4, any series or class or classes
of Junior Shares shall, subject to any respective terms and provisions applying
thereto, be entitled to receive any and all assets remaining to be paid or
distributed, and the holders of the Series D-3 Preferred Shares shall not be
entitled to share therein.
SECTION 5. REDEMPTION AT THE OPTION OF THE TRUST.
(a) Except as otherwise permitted by Article VI of the
Declaration, the Series D-3 Preferred Shares shall not be redeemable by the
Trust prior to September 3, 2004. On and after September 3, 2004, the Trust, at
its option, may redeem the Series D-3 Preferred Shares, in whole or in part, as
set forth herein, subject to the provisions described below, at a redemption
price, payable in cash, equal to the Liquidation Preference plus dividends
accumulated and unpaid prior to the date of redemption (the "Redemption Price").
(b) If full cumulative dividends on the Series D-3 Preferred
Shares and any other series or class or classes of Parity Shares of the Trust
have not been paid or declared and set apart for payment, except as otherwise
permitted under Article VI of the Declaration, the Series D-3 Preferred Shares
may not be redeemed in part and the Trust may not purchase, redeem or otherwise
acquire Series D-3 Preferred Shares or any Parity Shares other than in exchange
for Junior Shares.
(c) If the Trust shall redeem shares of Series D-3 Preferred
Shares pursuant to paragraph (a) of this Section 5, notice of such redemption
shall be given to each holder of record of the Series D-3 Preferred Shares to be
redeemed. Such notice shall be provided by first class mail, postage prepaid, at
such holder's address as the same appears on the stock records of the Trust, or
by publication in The Wall Street Journal or The New York Times, or if neither
such
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newspaper is then being published, any other daily newspaper of national
circulation. If the Trust elects to provide such notice by publication, it shall
also promptly mail notice of such redemption to the holders of the Series D-3
Preferred Shares to be redeemed. Neither the failure to mail any notice required
by this paragraph (c), nor any defect therein or in the mailing thereof, to any
particular holder, shall affect the sufficiency of the notice or the validity of
the proceedings for redemption with respect to the other holders. Any notice
that was mailed in the manner herein provided shall be conclusively presumed to
have been duly given on the date mailed whether or not the holder receives the
notice. Each such mailed or published notice shall state, as appropriate: (1)
the date on which such Series D-3 Preferred Shares are to be redeemed (the
"Redemption Date"); (2) the number of Series D-3 Preferred Shares to be redeemed
and, if fewer than all the Series D-3 Preferred Shares held by such holder are
to be redeemed, the number of such Series D-3 Preferred Shares to be redeemed
from such holder; (3) the Redemption Price; (4) the place or places at which
certificates for such Series D-3 Preferred Shares are to be surrendered for
payment of the Redemption Price; and (5) that dividends on the shares to be
redeemed shall cease to accrue on such Redemption Date except as otherwise
provided herein. Notice having been published or mailed as aforesaid, from and
after the Redemption Date (unless the Trust shall fail to make available an
amount of cash necessary to effect such redemption), (i) except as otherwise
provided herein, dividends on the Series D-3 Preferred Shares so called for
redemption shall cease to accumulate, (ii) said shares shall no longer be deemed
to be outstanding, and (iii) all rights of the holders thereof as holders of
Series D-3 Preferred Shares of the Trust shall cease (except the rights to
receive the cash payable upon such redemption, without interest thereon, upon
surrender and endorsement of their certificates if so required and to receive
any dividends payable thereon). The Trust's obligation to provide cash in
accordance with the preceding sentence shall be deemed fulfilled if, on or
before the Redemption Date, the Trust shall deposit with a bank or trust company
(which may be an affiliate of the Trust) that has an office in the Borough of
Manhattan, City of New York, or in Baltimore, Maryland and that has, or is an
affiliate of a bank or trust company that has, a capital and surplus of at least
$50,000,000, the cash necessary for such redemption, in trust, with irrevocable
instructions that such cash be applied to the redemption of the Series D-3
Preferred Shares so called for
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redemption. No interest shall accrue for the benefit of the holder of Series D-3
Preferred Shares to be redeemed on any cash so set aside by the Trust. Subject
to applicable escheat laws, any such cash unclaimed at the end of two years from
the Redemption Date shall revert to the general funds of the Trust, after which
reversion the holders of such shares so called for redemption shall look only to
the general funds of the Trust for the payment of such cash.
As promptly as practicable after the surrender in accordance
with said notice of the certificates for any such Series D-3 Preferred Shares so
redeemed (properly endorsed or assigned for transfer, if the Trust shall so
require and if the notice shall so state), such Series D-3 Preferred Shares
shall be exchanged for the cash (without interest thereon) for which such Series
D-3 Preferred Shares have been redeemed. If fewer than all of the outstanding
Series D-3 Preferred Shares are to be redeemed, the Series D-3 Preferred Shares
to be redeemed shall be selected by the Trust from the outstanding Series D-3
Preferred Shares not previously called for redemption by lot or pro rata (as
nearly as may be) or by any other method determined by the Trust in its sole
discretion to be equitable. If fewer than all the Series D-3 Preferred Shares
evidenced by any certificate are redeemed, then new certificates evidencing the
unredeemed Series D-3 Preferred Shares shall be issued without cost to the
holder thereof.
SECTION 6. REACQUIRED SHARES TO BE RETIRED.
All Series D-3 Preferred Shares which shall have been issued
and reacquired in any manner by the Trust shall be restored to the status of
authorized but unissued shares of Preferred Stock, without designation as to
series.
SECTION 7. NO RIGHT OF CONVERSION. The Series D-3 Preferred
Shares are not convertible into or exchangeable for any other property or
securities of the Trust at the option of any holder of Series D-3 Preferred
Shares.
SECTION 8. PERMISSIBLE DISTRIBUTIONS. In determining whether a
distribution (other than upon liquidation, dissolution or winding up), whether
by dividend, or upon redemption or other acquisition of shares or otherwise, is
permitted under Maryland law, amounts that would be needed, if the Trust were to
be dissolved at the time of the distribution, to satisfy the preferential rights
upon
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dissolution of holders of shares of any class or series of beneficial interest
whose preferential rights upon dissolution are superior or prior to those
receiving the distribution shall not be added to the Trust's total liabilities.
SECTION 9. RANKING. Any class or series of shares of
beneficial interest of the Trust shall be deemed to rank:
(a) prior to the Series D-3 Preferred Shares, as to the
payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up, if the holders of shares of such class or series
shall be entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of Series D-3 Preferred Shares ("Senior Shares");
(b) on a parity with the Series D-3 Preferred Shares, as to
the payment of dividends and as to the distribution of assets upon liquidation,
dissolution or winding up, whether or not the dividend rates, dividend payment
dates or redemption or liquidation prices per share thereof be different from
those of the Series D-3 Preferred Shares, if the holders of shares of such class
or series and the Series D-3 Preferred Shares shall be entitled to the receipt
of dividends and of amounts distributable upon liquidation, dissolution or
winding up in proportion to their respective amounts of accumulated and unpaid
dividends per share or liquidation preferences, without preference or priority
one over the other ("Parity Shares"); and
(c) junior to the Series D-3 Preferred Shares, as to the
payment of dividends or as to the distribution of assets upon liquidation,
dissolution or winding up, if such shares shall be Common Shares or if the
holders of Series D-3 Preferred Shares shall be entitled to receipt of dividends
or of amounts distributable upon liquidation, dissolution or winding up, as the
case may be, in preference or priority to the holders of shares of such class or
series, and shares of such class or series shall not in either case rank prior
to the Series D-3 Preferred Shares.
SECTION 10. VOTING. Except as otherwise set forth herein, the
Series D-3 Preferred Shares shall not have any relative, participating, optional
or other voting rights or powers, and the consent of the holders thereof shall
not be required for the taking of any corporate (or trust) action.
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<PAGE> 11
If and whenever six quarterly dividends (whether or not
consecutive) payable on the Series D-3 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) and
whether or not earned or declared, the number of trustees then constituting the
Board of Trustees shall be increased by two and the holders of Series D-3
Preferred Shares, together with the holders of shares of every other series or
class of Parity Shares having like voting rights (shares of any such other
series, the "Voting Preferred Shares"), voting as a single class regardless of
series, shall be entitled to elect the two additional trustees to serve on the
Board of Trustees at any annual meeting of shareholders or special meeting held
in place thereof, or at a special meeting of the holders of Series D-3 Preferred
Shares and the Voting Preferred Shares called as hereinafter provided. Whenever
all arrears in dividends on the Series D-3 Preferred Shares and the Voting
Preferred Shares then outstanding shall have been paid and full dividends
thereon for the current quarterly dividend period shall have been paid or
declared and set apart for payment, then the right of the holders of the Series
D-3 Preferred Shares and the Voting Preferred Shares to elect such additional
two trustees shall cease (but subject always to the same provision for the
vesting of such voting rights in the case of any similar future arrearages in
six quarterly dividends), and the terms of office of all persons elected as
trustees by the holders of the Series D-3 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 D-3 Preferred Shares and the Voting Preferred Shares, the Secretary of
the Trust may, and upon the written request of any holder of Series D-3
Preferred Shares (addressed to the Secretary at the principal office of the
Trust) shall, call a special meeting of the holders of the Series D-3 Preferred
Shares and of the Voting Preferred Shares for the election of the two trustees
to be elected by them as herein provided, such call to be made by notice similar
to that provided in the Bylaws of the Trust for a special meeting of the
shareholders or as required by law. If any such special meeting required to be
called as above provided shall not be called by the Secretary within 20 days
after receipt of such request, then any holder of Series D-3 Preferred Shares
may call such
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<PAGE> 12
meeting, upon the notice above provided, and for that purpose shall have access
to the stock books of the Trust. The trustees elected at any such special
meeting shall hold office until the next annual meeting of the shareholders or
special meeting held in lieu thereof if such office shall not have previously
terminated as above provided. If any vacancy shall occur among the trustees
elected by the holders of the Series D-3 Preferred Shares and the Voting
Preferred Shares, a successor shall be elected by the Board of Trustees, upon
the nomination of the then-remaining trustee elected by the holders of the
Series D-3 Preferred Shares and the Voting Preferred Shares or the successor of
such remaining trustee, to serve until the next annual meeting of the
shareholders or special meeting held in place thereof if such office shall not
have previously terminated as provided above.
So long as any Series D-3 Preferred Shares are outstanding, in
addition to any other vote or consent of shareholders required by the
Declaration, the affirmative vote of at least 66-2/3% of the votes entitled to
be cast by the holders of Series D-3 Preferred Shares and the Voting Preferred
Shares, at the time outstanding, voting as a single class regardless of series,
given in person or by proxy, either in writing without a meeting or by vote at
any meeting called for the purpose, shall be necessary for effecting or
validating (a) any amendment, alteration or repeal of any of the provisions of
the Declaration or these Articles Supplementary that materially and adversely
affects the voting powers, rights or preferences of the Series D-3 Preferred
Shares or the Voting Preferred Shares; provided, however, that (i) the amendment
of the provisions of the Declaration so as to authorize or create or to increase
the authorized amount of, any Junior Shares or any shares of any class or series
ranking on a parity with the Series D-3 Preferred Shares or the Voting Preferred
Shares shall not be deemed to materially and adversely affect the voting powers,
rights or preferences of the holders of Series D-3 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 and adversely affect any voting powers,
rights or preferences of the Series D-3 Preferred Shares or
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<PAGE> 13
one or more but not all series of Voting Preferred Shares at the time
outstanding, the affirmative vote of at least 66-2/3% of the votes entitled to
be cast by the holders of all series similarly affected at the time outstanding,
voting as a single class regardless of series, given in person or by proxy,
either in writing without a meeting or by vote at any meeting called for the
purpose, shall be required in lieu of the affirmative vote of at least 66-2/3%
of the votes entitled to be cast by the holders of the Series D-3 Preferred
Shares and the Voting Preferred Shares otherwise entitled to vote in accordance
herewith or (b) the authorization or creation of, or the increase in the
authorized or issued amount of, any shares of any class or series or any
security convertible into or exchangeable for shares of any class or series
ranking prior to the Series D-3 Preferred Shares in the distribution of assets
on any liquidation, dissolution or winding up of the Trust or in the payment of
dividends or distributions; provided, however, that, in the case of each of
subparagraphs (a) and (b), no such vote of the holders of Series D-3 Preferred
Shares or Voting Preferred Shares, as the case may be, shall be required if, at
or prior to the time when such amendment, alteration or repeal is to take
effect, or when the issuance of any such prior shares or convertible security is
to be made, provision is made for the redemption of all Series D-3 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 D-3 Preferred Share shall have one (1) vote per share, except that
when any other series of Preferred Stock shall have the right to vote with the
Series D-3 Preferred Shares as a single class on any matter, then the Series D-3
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 D-3 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
D-3 Preferred Shares constitute
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<PAGE> 14
Preferred Stock, and Preferred Stock constitutes Equity Stock of the Trust.
Therefore, the Series D-3 Preferred Shares, being Equity Stock, are governed by
and issued subject to all the limitations, terms and conditions of the
Declaration applicable to Equity Stock generally, including but not limited to
the terms and conditions (including exceptions and exemptions) of Article VI of
the Declaration applicable to Equity Stock. The foregoing sentence shall not be
construed to limit the applicability to the Series D-3 Preferred Shares of any
other term or provision of the Declaration.
SECOND: The Shares have been classified and designated by the
Board of Trustees under the authority contained in the Declaration.
THIRD: These Articles Supplementary have been approved by the
Board of Trustees in the manner and by the vote required by law.
FOURTH: The undersigned Vice President and Chief Financial
Officer acknowledges these Articles Supplementary to be the trust act of the
Trust and, as to all matters or facts required to be verified under oath, the
undersigned Vice President and Chief Financial Officer acknowledges that, to the
best of his knowledge, information and belief, these matters and facts are true
in all material respects and that this Statement is made under the penalties for
perjury.
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<PAGE> 15
IN WITNESS WHEREOF, the Trust has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
Vice President and Chief Financial Officer and attested to by one of its
Assistant Secretaries on this 3rd day of September, 1999.
VORNADO REALTY TRUST
[seal] /s/ Irwin Goldberg
----------------------------------------
Name: Irwin Goldberg
Title: Vice President and Chief
Financial Officer
ATTEST:
/s/ Larry Portal
----------------------------------------
Name: Larry Portal
Title: Assistant Secretary
<PAGE> 1
Exhibit 3.2
VORNADO REALTY TRUST
ARTICLES SUPPLEMENTARY
SERIES D-4 8.25% 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"), the Board of
Trustees of the Trust (the "Board of Trustees") by unanimous written consent,
dated September 2, 1999, classified and designated 5,000,000 shares (the
"Shares") of the Preferred Stock, no par value per share (as defined in the
Declaration), of the Trust as shares of Series D-4 8.25% Cumulative Redeemable
Preferred Shares of Beneficial Interest, liquidation preference $25.00 per
share, with the following preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption, which upon any
restatement of the Declaration, shall be deemed to be part of Article VI of the
Declaration, with any necessary or appropriate changes to the enumeration or
lettering of sections or subsections hereof:
SERIES D-4 8.25% CUMULATIVE REDEEMABLE PREFERRED SHARES
SECTION 1. NUMBER OF SHARES AND DESIGNATION. This series of
Preferred Stock shall be designated as Series D-4 8.25% Cumulative Redeemable
Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share
(the "Series D-4 Preferred Shares"), and 5,000,000 shall be the number of shares
of Preferred Stock constituting such series.
SECTION 2. DEFINITIONS. For purposes of the Series D-4
Preferred Shares, the following terms shall have the meanings indicated:
"Board of Trustees" shall mean the Board of Trustees
of the Trust or any committee authorized by such Board of
Trustees to perform any of
<PAGE> 2
its responsibilities with respect to the Series D-4 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.
"Common Shares" shall mean the common shares of
beneficial interest of the Trust, par value $.04 per share.
"Dividend Payment Date" shall mean the first calendar
day of March, June, September and December each year,
commencing on the first of March 1, June 1, September 1 and
December 1 to follow the Issue Date; provided, however, that
if any Dividend Payment Date falls on any day other than a
Business Day, the dividend payment due on such Dividend
Payment Date shall be paid on the first Business Day
immediately following such Dividend Payment Date.
"Dividend Periods" shall mean quarterly dividend
periods commencing on March 1, June 1, September 1 and
December 1 of each year and ending on and including the day
preceding the first day of the next succeeding Dividend Period
(other than the initial Dividend Period with respect to each
Series D-4 Preferred Share, which shall commence on the date
on which such Series D-4 Preferred Share was issued by the
Trust and end on the next succeeding March 1, June 1,
September 1 or December 1 to occur (whichever occurs first)).
"Issue Date" shall mean the first date on which any
Series D-4 Preferred Shares are issued.
"Junior Shares" shall mean the Common Shares and any
other class or series of shares of beneficial interest of the
Trust constituting junior shares of beneficial interest as
described in paragraph (c) of Section 9 hereof.
"Liquidation Preference" shall have the meaning set
forth in paragraph (a) of Section 4 hereof.
"Operating Partnership" shall mean Vornado Realty
L.P., a Delaware limited partnership.
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<PAGE> 3
"Parity Shares" shall mean any shares of beneficial
interest as described in paragraph (b) of Section 9 hereof.
"Person" shall mean any individual, firm,
partnership, corporation, limited liability company or other
entity, and shall include any successor (by merger or
otherwise) of such entity.
"Redemption Date" shall have the meaning set forth in
paragraph (c) of Section 5 hereof.
"Redemption Price" shall have the meaning set forth
in paragraph (a) of Section 5 hereof.
"Series D-4 Preferred Shares" shall have the meaning
set forth in Section 1 hereof. It is the intention of the
Trust in establishing the Series D-4 Preferred Shares, that,
except to the extent otherwise set forth herein, each Series
D-4 Preferred Share shall be substantially the economic
equivalent of a Series D-4 Preferred Unit in respect of which
it was issued.
"Series D-4 Preferred Units" shall mean the Series
D-4 Preferred Units of limited partnership interest of the
Operating Partnership.
"Set apart for payment" shall be deemed to include,
without any action other than the following, the recording by
the Trust in its accounting ledgers of any accounting or
bookkeeping entry which indicates, pursuant to a declaration
of a dividend or other distribution by the Board of Trustees,
the allocation of funds to be so paid on any series or class
of shares of beneficial interest of the Trust; provided,
however, that if any funds for any class or series of Junior
Shares or any class or series of shares of beneficial interest
ranking on a parity with the Series D-4 Preferred Shares as to
the payment of dividends are placed in a separate account of
the Trust or delivered to a disbursing, paying or other
similar agent, then "set apart for payment" with respect to
the Series D-4 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
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<PAGE> 4
Series D-4 Preferred Shares.
"Voting Preferred Shares" shall have the meaning set
forth in Section 10 hereof.
SECTION 3. DIVIDENDS. (a) The holders of Series D-4 Preferred
Shares shall be entitled to receive, when, as and if authorized by the Board of
Trustees and declared by the Trust out of assets legally available for that
purpose, dividends payable in cash at the rate per annum of $2.0625 per Series
D-4 Preferred Share (the "Annual Dividend Rate"). Such dividends with respect to
each Series D-4 Preferred Share shall be cumulative from the date on which such
Series D-4 Preferred Share was issued by the Trust, whether or not in any
Dividend Period or Periods there shall be assets of the Trust legally available
for the payment of such dividends, and shall be payable quarterly, when, as and
if authorized by the Board of Trustees and declared by the Trust, in arrears on
Dividend Payment Dates commencing with respect to each Series D-4 Preferred
Share on the first Dividend Payment Date after the date on which such Series D-4
Preferred Share was issued by the Trust. Dividends are cumulative from the most
recent Dividend Payment Date to which dividends have been paid, whether or not
in any Dividend Period or Periods there shall be assets legally available
therefor. Each such dividend shall be payable in arrears to the holders of
record of the Series D-4 Preferred Shares, as they appear on the share records
of the Trust at the close of business on such record dates, not more than 30
days preceding the applicable Dividend Payment Date (the "Dividend Payment
Record Date"), as shall be fixed by the Board of Trustees. Accumulated and
unpaid dividends for any past Dividend Periods may be authorized and declared
and paid at any time, without reference to any regular Dividend Payment Date, to
holders of record on such date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Trustees.
(b) The amount of dividends payable for each full Dividend
Period for each Series D-4 Preferred Share shall be computed by dividing the
Annual Dividend Rate by four. The amount of dividends payable for the initial
Dividend Period, or any other period shorter or longer than a full Dividend
Period, on the Series D-4 Preferred Shares shall be computed on the basis of
twelve 30-day months and a 360-day year. Holders of Series D-4 Preferred Shares
shall not be entitled to any dividends, whether payable in cash, property or
stock, in excess of cumulative dividends, as herein provided, on the Series D-4
Preferred Shares. No interest, or sum of money in lieu of interest, shall be
payable in respect of any
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<PAGE> 5
dividend payment or payments on the Series D-4 Preferred Shares that may be in
arrears.
(c) So long as any Series D-4 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 D-4 Preferred Shares for all Dividend
Periods terminating on or prior to the Dividend Payment Date on such class or
series of Parity Shares. When dividends are not paid in full or a sum sufficient
for such payment is not set apart, as aforesaid, all dividends authorized and
declared upon Series D-4 Preferred Shares and all dividends authorized and
declared upon any other series or class or classes of Parity Shares shall be
authorized and declared ratably in proportion to the respective amounts of
dividends accumulated and unpaid on the Series D-4 Preferred Shares and such
Parity Shares.
(d) So long as any Series D-4 Preferred Shares are
outstanding, no dividends (other than dividends or distributions paid solely in
shares of, or options, warrants or rights to subscribe for or purchase shares
of, Junior Shares) shall be authorized and declared or paid or set apart for
payment or other distribution authorized and declared or made upon Junior
Shares, nor shall any Junior Shares be redeemed, purchased or otherwise acquired
(other than a redemption, purchase or other acquisition of Common Shares made
for purposes of and in compliance with requirements of an employee incentive or
benefit plan of the Trust or any subsidiary, or as permitted under Article VI of
the Declaration), for any consideration (or any moneys to be paid to or made
available for a sinking fund for the redemption of any shares of beneficial
interest) by the Trust, directly or indirectly (except by conversion into or
exchange for Junior Shares), unless in each case (i) the full cumulative
dividends on all outstanding Series D-4 Preferred Shares and any other Parity
Shares of the Trust shall have been paid or set apart for payment for all past
Dividend Periods with respect to the Series D-4 Preferred Shares and all past
dividend periods with respect to such Parity Shares and (ii) sufficient funds
shall have been paid or set apart for the payment of the dividend for the
current Dividend Period with respect to the Series D-4 Preferred Shares and any
Parity Shares.
(e) Any accumulated distributions on Series D-4 Preferred
Units that remain unpaid at the time such Series D-4 Preferred Units are
acquired by the Trust for Series D-4 Preferred Shares shall also be deemed to be
accumulated
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<PAGE> 6
and unpaid dividends in respect of such Series D-4 Preferred Shares as of the
date of issuance of such Series D-4 Preferred Shares and shall be paid when
declared by the Board of Trustees.
SECTION 4. LIQUIDATION PREFERENCE. (a) In the event of any
liquidation, dissolution or winding up of the Trust, whether voluntary or
involuntary, before any payment or distribution of the assets of the Trust
(whether capital or surplus) shall be made to or set apart for the holders of
Junior Shares, the holders of Series D-4 Preferred Shares shall be entitled to
receive Twenty-Five Dollars ($25.00) per Series D-4 Preferred Share (the
"Liquidation Preference") plus an amount equal to all dividends (whether or not
earned or declared) accumulated and unpaid thereon to the date of final
distribution to such holder; but such holders of Series D-4 Preferred Shares
shall not be entitled to any further payment. If, upon any such liquidation,
dissolution or winding up of the Trust, the assets of the Trust, or proceeds
thereof, distributable among the holders of Series D-4 Preferred Shares shall be
insufficient to pay in full the preferential amount aforesaid and liquidating
payments on any other Parity Shares, then such assets, or the proceeds thereof,
shall be distributed among the holders of such Series D-4 Preferred Shares and
any such other Parity Shares ratably in accordance with the respective amounts
that would be payable on such Series D-4 Preferred Shares and any such other
Parity Shares if all amounts payable thereon were paid in full. For the purposes
of this Section 4, (i) a consolidation or merger of the Trust with one or more
entities, (ii) a statutory share exchange and (iii) a sale or transfer of all or
substantially all of the Trust's assets, shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, of the Trust.
(b) Subject to the rights of the holders of shares of any
series or class or classes of shares of beneficial interest ranking on a parity
with or prior to the Series D-4 Preferred Shares upon liquidation, dissolution
or winding up, upon any liquidation, dissolution or winding up of the Trust,
after payment shall have been made in full to the holders of the Series D-4
Preferred Shares, as provided in this Section 4, any series or class or classes
of Junior Shares shall, subject to any respective terms and provisions applying
thereto, be entitled to receive any and all assets remaining to be paid or
distributed, and the holders of the Series D-4 Preferred Shares shall not be
entitled to share therein.
SECTION 5. REDEMPTION AT THE OPTION OF THE TRUST. (a) Except
as otherwise permitted by Article VI of the Declaration, the Series D-4
Preferred Shares shall not be redeemable by the Trust prior to September 3,
2004. On
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<PAGE> 7
and after September 3, 2004, the Trust, at its option, may redeem the Series D-4
Preferred Shares, in whole or in part, as set forth herein, subject to the
provisions described below, at a redemption price, payable in cash, equal to the
Liquidation Preference plus dividends accumulated and unpaid prior to the date
of redemption (the "Redemption Price"). The Redemption Price of the Series D-4
Preferred Shares (other than any portion consisting of accrued and unpaid
dividends) shall be payable solely with the proceeds from the sale by the Trust
or the Operating Partnership of other Capital Shares of the Trust or the
Operating Partnership (whether or not such sale occurs concurrently with such
redemption). For purposes of the preceding sentence, "Capital Shares" means any
common shares, preferred shares, depositary shares, partnership or other
interests, participations or other ownership interests (however designated) and
any rights (other than debt securities convertible into or exchangeable for
equity securities) or options to purchase any of the foregoing of or in the
Trust or the Operating Partnership.
(b) If full cumulative dividends on the Series D-4 Preferred
Shares and any other series or class or classes of Parity Shares of the Trust
have not been paid or declared and set apart for payment, except as otherwise
permitted under Article VI of the Declaration, the Series D-4 Preferred Shares
may not be redeemed in part and the Trust may not purchase, redeem or otherwise
acquire Series D-4 Preferred Shares or any Parity Shares other than in exchange
for Junior Shares.
(c) If the Trust shall redeem shares of Series D-4 Preferred
Shares pursuant to paragraph (a) of this Section 5, notice of such redemption
shall be given to each holder of record of the Series D-4 Preferred Shares to be
redeemed. Such notice shall be provided by first class mail, postage prepaid, at
such holder's address as the same appears on the stock records of the Trust, or
by publication in The Wall Street Journal or The New York Times, or if neither
such newspaper is then being published, any other daily newspaper of national
circulation. If the Trust elects to provide such notice by publication, it shall
also promptly mail notice of such redemption to the holders of the Series D-4
Preferred Shares to be redeemed. Neither the failure to mail any notice required
by this paragraph (c), nor any defect therein or in the mailing thereof, to any
particular holder, shall affect the sufficiency of the notice or the validity of
the proceedings for redemption with respect to the other holders. Any notice
that was mailed in the manner herein provided shall be conclusively presumed to
have been duly given on the date mailed whether or not the holder receives the
notice. Each such mailed or published notice shall state, as appropriate: (1)
the
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<PAGE> 8
date on which such Series D-4 Preferred Shares are to be redeemed (the
"Redemption Date"); (2) the number of Series D-4 Preferred Shares to be redeemed
and, if fewer than all the Series D-4 Preferred Shares held by such holder are
to be redeemed, the number of such Series D-4 Preferred Shares to be redeemed
from such holder; (3) the Redemption Price; (4) the place or places at which
certificates for such Series D-4 Preferred Shares are to be surrendered for
payment of the Redemption Price; and (5) that dividends on the shares to be
redeemed shall cease to accrue on such Redemption Date except as otherwise
provided herein. Notice having been published or mailed as aforesaid, from and
after the Redemption Date (unless the Trust shall fail to make available an
amount of cash necessary to effect such redemption), (i) except as otherwise
provided herein, dividends on the Series D-4 Preferred Shares so called for
redemption shall cease to accumulate, (ii) said shares shall no longer be deemed
to be outstanding, and (iii) all rights of the holders thereof as holders of
Series D-4 Preferred Shares of the Trust shall cease (except the rights to
receive the cash payable upon such redemption, without interest thereon, upon
surrender and endorsement of their certificates if so required and to receive
any dividends payable thereon). The Trust's obligation to provide cash in
accordance with the preceding sentence shall be deemed fulfilled if, on or
before the Redemption Date, the Trust shall deposit with a bank or trust company
(which may be an affiliate of the Trust) that has an office in the Borough of
Manhattan, City of New York, or in Baltimore, Maryland and that has, or is an
affiliate of a bank or trust company that has, a capital and surplus of at least
$50,000,000, the cash necessary for such redemption, in trust, with irrevocable
instructions that such cash be applied to the redemption of the Series D-4
Preferred Shares so called for redemption. No interest shall accrue for the
benefit of the holder of Series D-4 Preferred Shares to be redeemed on any cash
so set aside by the Trust. Subject to applicable escheat laws, any such cash
unclaimed at the end of two years from the Redemption Date shall revert to the
general funds of the Trust, after which reversion the holders of such shares so
called for redemption shall look only to the general funds of the Trust for the
payment of such cash.
As promptly as practicable after the surrender in accordance
with said notice of the certificates for any such Series D-4 Preferred Shares so
redeemed (properly endorsed or assigned for transfer, if the Trust shall so
require and if the notice shall so state), such Series D-4 Preferred Shares
shall be exchanged for the cash (without interest thereon) for which such Series
D-4 Preferred Shares have been redeemed. If fewer than all of the outstanding
Series D-4 Preferred Shares are to be redeemed, the Series D-4 Preferred Shares
to be redeemed shall be selected by the Trust from the outstanding Series D-4
Preferred Shares not previously called for redemption by lot or pro
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<PAGE> 9
rata (as nearly as may be) or by any other method determined by the Trust in its
sole discretion to be equitable. If fewer than all the Series D-4 Preferred
Shares evidenced by any certificate are redeemed, then new certificates
evidencing the unredeemed Series D-4 Preferred Shares shall be issued without
cost to the holder thereof.
SECTION 6. REACQUIRED SHARES TO BE RETIRED.
All Series D-4 Preferred Shares which shall have been issued
and reacquired in any manner by the Trust shall be restored to the status of
authorized but unissued shares of Preferred Stock, without designation as to
series.
SECTION 7. NO RIGHT OF CONVERSION. The Series D-4 Preferred
Shares are not convertible into or exchangeable for any other property or
securities of the Trust at the option of any holder of Series D-4 Preferred
Shares.
SECTION 8. PERMISSIBLE DISTRIBUTIONS. In determining whether a
distribution (other than upon liquidation, dissolution or winding up), whether
by dividend, or upon redemption or other acquisition of shares or otherwise, is
permitted under Maryland law, amounts that would be needed, if the Trust were to
be dissolved at the time of the distribution, to satisfy the preferential rights
upon dissolution of holders of shares of any class or series of beneficial
interest whose preferential rights upon dissolution are superior or prior to
those receiving the distribution shall not be added to the Trust's total
liabilities.
SECTION 9. RANKING. Any class or series of shares of
beneficial interest of the Trust shall be deemed to rank:
(a) prior to the Series D-4 Preferred Shares, as to the
payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up, if the holders of shares of such class or series
shall be entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of Series D-4 Preferred Shares ("Senior Shares");
(b) on a parity with the Series D-4 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
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<PAGE> 10
those of the Series D-4 Preferred Shares, if the holders of shares of such class
or series and the Series D-4 Preferred Shares shall be entitled to the receipt
of dividends and of amounts distributable upon liquidation, dissolution or
winding up in proportion to their respective amounts of accumulated and unpaid
dividends per share or liquidation preferences, without preference or priority
one over the other ("Parity Shares"); and
(c) junior to the Series D-4 Preferred Shares, as to the
payment of dividends or as to the distribution of assets upon liquidation,
dissolution or winding up, if such shares shall be Common Shares or if the
holders of Series D-4 Preferred Shares shall be entitled to receipt of dividends
or of amounts distributable upon liquidation, dissolution or winding up, as the
case may be, in preference or priority to the holders of shares of such class or
series, and shares of such class or series shall not in either case rank prior
to the Series D-4 Preferred Shares.
SECTION 10. VOTING. Except as otherwise set forth herein, the
Series D-4 Preferred Shares shall not have any relative, participating, optional
or other voting rights or powers, and the consent of the holders thereof shall
not be required for the taking of any corporate (or trust) action.
If and whenever six quarterly dividends (whether or not
consecutive) payable on the Series D-4 Preferred Shares or any series or class
of Parity Shares shall be in arrears (which shall, with respect to any such
quarterly dividend, mean that any such dividend has not been paid in full)
whether or not earned or declared, the number of trustees then constituting the
Board of Trustees shall be increased by two and the holders of Series D-4
Preferred Shares, together with the holders of shares of every other series or
class of Parity Shares having like voting rights (shares of any such other
series, the "Voting Preferred Shares"), voting as a single class regardless of
series, shall be entitled to elect the two additional trustees to serve on the
Board of Trustees at any annual meeting of shareholders or special meeting held
in place thereof, or at a special meeting of the holders of Series D-4 Preferred
Shares and the Voting Preferred Shares called as hereinafter provided. Whenever
all arrears in dividends on the Series D-4 Preferred Shares and the Voting
Preferred Shares then outstanding shall have been paid and full dividends
thereon for the current quarterly dividend period shall have been paid or
declared and set apart for payment, then the right of the holders of the Series
D-4 Preferred Shares and the Voting Preferred Shares to elect such additional
two trustees shall cease (but subject always to the same provision for the
vesting of such voting rights in the case of any similar future arrearages in
six quarterly dividends), and the terms of office of all persons elected as
trustees by the holders of the Series D-4 Preferred Shares and the Voting
Preferred Shares shall forthwith terminate and
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<PAGE> 11
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 D-4 Preferred Shares and the Voting Preferred
Shares, the Secretary of the Trust may, and upon the written request of any
holder of Series D-4 Preferred Shares (addressed to the Secretary at the
principal office of the Trust) shall, call a special meeting of the holders of
the Series D-4 Preferred Shares and of the Voting Preferred Shares for the
election of the two trustees to be elected by them as herein provided, such call
to be made by notice similar to that provided in the Bylaws of the Trust for a
special meeting of the shareholders or as required by law. If any such special
meeting required to be called as above provided shall not be called by the
Secretary within 20 days after receipt of such request, then any holder of
Series D-4 Preferred Shares may call such meeting, upon the notice above
provided, and for that purpose shall have access to the stock books of the
Trust. The trustees elected at any such special meeting shall hold office until
the next annual meeting of the shareholders or special meeting held in lieu
thereof if such office shall not have previously terminated as above provided.
If any vacancy shall occur among the trustees elected by the holders of the
Series D-4 Preferred Shares and the Voting Preferred Shares, a successor shall
be elected by the Board of Trustees, upon the nomination of the then-remaining
trustee elected by the holders of the Series D-4 Preferred Shares and the Voting
Preferred Shares or the successor of such remaining trustee, to serve until the
next annual meeting of the shareholders or special meeting held in place thereof
if such office shall not have previously terminated as provided above.
So long as any Series D-4 Preferred Shares are outstanding, in
addition to any other vote or consent of shareholders required by the
Declaration, the affirmative vote of at least 66-2/3% of the votes entitled to
be cast by the holders of Series D-4 Preferred Shares and the Voting Preferred
Shares, at the time outstanding, voting as a single class regardless of series,
given in person or by proxy, either in writing without a meeting or by vote at
any meeting called for the purpose, shall be necessary for effecting or
validating (a) any amendment, alteration or repeal of any of the provisions of
the Declaration or these Articles Supplementary that materially and adversely
affects the voting powers, rights or preferences of the Series D-4 Preferred
Shares or the Voting Preferred Shares; provided, however, that (i) the amendment
of the provisions of the Declaration so as to authorize or create or to increase
the authorized amount of, any Junior Shares or any shares of any class or series
ranking on a parity with the Series D-4 Preferred Shares or the Voting Preferred
Shares shall not be deemed to materially and adversely affect the voting powers,
rights or
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<PAGE> 12
preferences of the holders of Series D-4 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 and adversely affect any voting powers, rights or
preferences of the Series D-4 Preferred Shares or one or more but not all series
of Voting Preferred Shares at the time outstanding, the affirmative vote of at
least 66-2/3% of the votes entitled to be cast by the holders of all series
similarly affected, at the time outstanding, voting as a single class regardless
of series, given in person or by proxy, either in writing without a meeting or
by vote at any meeting called for the purpose, shall be required in lieu of the
affirmative vote of at least 66-2/3% of the votes entitled to be cast by the
holders of the Series D-4 Preferred Shares and the Voting Preferred Shares
otherwise entitled to vote in accordance herewith or (b) the authorization or
creation of, or the increase in the authorized amount of, any shares of any
class or series or any security convertible into shares of any class or series
ranking prior to the Series D-4 Preferred Shares in the distribution of assets
on any liquidation, dissolution or winding up of the Trust or in the payment of
dividends; provided, however, that, in the case of each of subparagraphs (a) and
(b), no such vote of the holders of Series D-4 Preferred Shares or Voting
Preferred Shares, as the case may be, shall be required if, at or prior to the
time when such amendment, alteration or repeal is to take effect, or when the
issuance of any such prior shares or convertible security is to be made,
provision is made for the redemption of all Series D-4 Preferred Shares or
Voting Preferred Shares, as the case may be, at the time outstanding in
accordance with Section 5 hereof.
For purposes of the foregoing provisions of this Section 10,
each Series D-4 Preferred Share shall have one (1) vote per share, except that
when any other series of Preferred Stock shall have the right to vote with the
Series D-4 Preferred Shares as a single class on any matter, then the Series D-4
Preferred Shares and such other series shall have with respect to such matters
one (1) vote per $50.00 of stated liquidation preference.
SECTION 11. RECORD HOLDERS. The Trust and the Transfer Agent
may deem and treat the record holder of any Series D-4 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
D-4 Preferred Shares constitute Preferred Stock, and Preferred Stock
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<PAGE> 13
constitutes Equity Stock of the Trust. Therefore, the Series D-4 Preferred
Shares, being Equity Stock, are governed by and issued subject to all the
limitations, terms and conditions of the Declaration applicable to Equity Stock
generally, including but not limited to the terms and conditions (including
exceptions and exemptions) of Article VI of the Declaration applicable to Equity
Stock. The foregoing sentence shall not be construed to limit the applicability
to the Series D-4 Preferred Shares of any other term or provision of the
Declaration.
SECOND: The Shares have been classified and designated by the
Board of Trustees under the authority contained in the Declaration.
THIRD: These Articles Supplementary have been approved by the
Board of Trustees in the manner and by the vote required by law.
FOURTH: The undersigned Vice President--Chief Financial
Officer acknowledges these Articles Supplementary to be the trust act of the
Trust and, as to all matters or facts required to be verified under oath, the
undersigned Vice President--Chief Financial Officer acknowledges that, to the
best of his knowledge, information and belief, these matters and facts are true
in all material respects and that this Statement is made under the penalties for
perjury.
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<PAGE> 14
IN WITNESS WHEREOF, the Trust has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
Vice President--Chief Financial Officer and attested to by one of its Assistant
Secretaries on this 3rd day of September, 1999.
VORNADO REALTY TRUST
[Seal] /s/ Irwin Goldberg
----------------------------------------
Name: Irwin Goldberg
Title: Vice President--Chief Financial
Officer
ATTEST:
/s/ Larry Portal
----------------------------------------
Name: Larry Portal
Title: Assistant Secretary
<PAGE> 1
Exhibit 3.3
NINTH
AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
VORNADO REALTY L.P.
---------------------------------------------
Dated as of September 3, 1999
---------------------------------------------
THIS NINTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this "Amendment"), dated as of
September 3, 1999, 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, 1998, the Third Amendment to Second
Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P.,
dated as of November 12, 1998, the Fourth Amendment to Second Amended and
Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of
November 30, 1998, the Fifth Amendment to Second Amended and Restated Agreement
of Limited Partnership of Vornado Realty L.P., dated as of March 3, 1999, the
Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership
of Vornado Realty L.P., dated as of March 17, 1999, the Seventh Amendment to
Second Amended and Restated Agreement of Limited Partnership of Vornado Realty
L.P., dated as of May 20, 1999 and the Eighth Amendment to Second Amended and
Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of
May 27, 1999 (as so amended, the "Agreement").
WHEREAS, the General Partner desires to establish and set forth the
terms of a new series of Partnership Interests designated as Series D-3
Preferred Units (the "Series D-3 Preferred Units");
<PAGE> 2
WHEREAS, as of the date hereof, the Partnership entered into a Private
Placement Purchase Agreement with Goldman Sachs 1999 Exchange Place Fund, L.P.,
a Delaware limited partnership ("Exchange Place"), pursuant to which the
Partnership agreed to issue to Exchange Place Series D-3 Preferred Units;
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 D-3 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 P, 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:
"M. Issuance of Series D-3 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 D-3 Preferred Units". Series D-3 Preferred Units shall have the
terms set forth in Exhibit P attached hereto and made part hereof."
3. In making distributions pursuant to Section 5.1(B) of the Agreement,
the General Partner of the Partnership shall take into account the provisions of
Paragraph 2 of Exhibit P to the Agreement, including, but not limited to,
Section 2.G(ii) thereof.
4. The Agreement is hereby supplemented by adding the following
paragraph at
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<PAGE> 3
the end of Section 8.6 thereof:
"L. Series D-3 Preferred Unit Exception. Holders of Series D-3
Preferred Units shall not be entitled to the Redemption Right provided
for in Section 8.6.A of this Agreement."
5. Exhibit A of the Agreement is hereby deleted and is replaced in its
entirety by new Exhibit A attached hereto as Attachment 2.
6. Except as expressly amended hereby, the Agreement shall remain in
full force and effect.
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<PAGE> 4
IN WITNESS WHEREOF, the General Partner has executed this Amendment as
of the date first written above.
VORNADO REALTY TRUST
By: /s/ Irwin Goldberg
-------------------------------------
Name: Irwin Goldberg
Title: Vice President and Chief
Financial Officer
<PAGE> 5
Attachment 1
EXHIBIT P
DESIGNATION OF THE PREFERENCES, CONVERSION
AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND CONDITIONS OF REDEMPTION
OF THE
SERIES D-3 PREFERRED UNITS
1. Definitions.
In addition to those terms defined in the Agreement, the
following definitions shall be for all purposes, unless otherwise clearly
indicated to the contrary, applied to the terms used in the Agreement and this
Exhibit P:
"Annual Distribution Rate" shall have the meaning set forth in
Section 2.B(i) hereof.
"Common Shares" shall mean the common shares of beneficial
interest of the General Partner, par value $.04 per share.
"Distribution Payment Date" shall mean the first calendar day
of January, April, July and October, in each year, commencing on January 1,
1999; provided, however, that if any Distribution Payment Date falls on any day
other than a Unit Business Day, the distribution payment due on such
Distribution Payment Date shall be paid on the first Unit Business Day
immediately following such Distribution Payment Date.
"Distribution Periods" shall mean quarterly distribution
periods commencing on January 1, April 1, July 1 and October 1 of each year and
ending on and including the day preceding the first day of the next succeeding
Distribution Period (other than the initial Distribution Period with respect to
each Series D-3 Preferred Unit, which shall commence on the date on which such
Series D-3 Preferred Unit was issued by the Partnership and end on and include
the day preceding the first day of the next succeeding Distribution Period).
<PAGE> 6
"Dividend Payment Date" shall mean a dividend payment date
with respect to the Series D-3 Preferred Shares.
"Redemption Date" shall have the meaning set forth in Section
2.D(iii) hereof.
"Redemption Price" shall have the meaning set forth in Section
2.D(i) hereof.
"Series D-3 Effective Date" shall be the sooner of: (w)
September 3, 2009, (x) the first Unit Business Day following any period in which
the Partnership has failed to make full distributions in respect of the Series
D-3 Preferred Units for six (6) Distribution Periods, whether or not
consecutive, (y) the first Unit Business Day following the receipt by the holder
of the Series D-3 Preferred Units of (A) notice from the General Partner that
the General Partner or the Partnership has taken the position that the
Partnership is or likely is a publicly-traded partnership within the meaning of
Section 7704 of the Code or any successor provision thereof (a "PTP") or (B) an
opinion rendered by independent counsel familiar with such matters addressed to
the holder of Series D-3 Preferred Units that the Partnership is or likely is a
PTP, and (z) the first Unit Business Day following the date on which Goldman
Sachs 1999 Exchange Place Fund, L.P. ("Exchange Place") determines, based on
results or projected results, that there exists (in Exchange Place's reasonable
judgment) an imminent and substantial risk that the Series D-3 Preferred Units
held by Exchange Place represent or will represent 19.5% or more of the total
profits or capital interests in the Partnership for a taxable year (determined
in accordance with Treasury Regulations Section 1.731-2(e)(4)).
"Series D-3 Notice of Redemption" shall have the meaning set
forth in Section 2.E(i)(a) hereof.
"Series D-3 Preferred Shares" means the shares of beneficial
interest of the General Partner Entity designated as Series D-3 8.25% Cumulative
Redeemable Preferred Shares of Beneficial Interest (liquidation preference
$25.00 per share), no par value, having the rights and preferences and other
terms set forth in Schedule 1 to this Exhibit P.
"Series D-3 Preferred Unit" means a Partnership Unit issued by
the Partnership having the preferences, conversion and other rights, voting
powers, restrictions, limitations as to distributions, qualifications and terms
and conditions of redemption as are set forth in this Exhibit P.
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<PAGE> 7
"Series D-3 Redeeming Partner" shall have the meaning set
forth in Section 2.E(i)(a) hereof.
"Series D-3 Redemption Right" shall have the meaning set forth
in Section 2.E(i)(a) hereof.
"Series D-3 Specified Redemption Date" shall mean the sixtieth
Unit Business Day after receipt by the General Partner of a Series D-3 Notice of
Redemption in respect of the Series D-3 Units; provided, however, that the
Series D-3 Specified Redemption Date shall mean the tenth Unit Business Day
after receipt by the General Partner of a Series D-3 Notice of Redemption
delivered in respect of a redemption described in Treas. Reg. Section
1.7704-1(e).
"set apart for payment" shall be deemed to include, without
any action other than the following, the recording by the Partnership or the
General Partner on behalf of the Partnership in its accounting ledgers of any
accounting or bookkeeping entry which indicates, pursuant to a declaration of a
distribution by the General Partner, the allocation of funds to be so paid on
any series or class of Partnership Units; provided, however, that if any funds
for any class or series of Junior Units (as defined below) or any class or
series of Partnership Units ranking on a parity with the Series D-3 Preferred
Units as to the payment of distributions are placed in a separate account of the
Partnership or delivered to a disbursing, paying or other similar agent, then
"set apart for payment" with respect to the Series D-3 Preferred Units shall
mean placing such funds in a separate account or delivering such funds to a
disbursing, paying or other similar agent.
"Third Party Redemption Date" shall have the meaning set forth
in Section 2.D(ii) hereof.
"Unit Business Day" shall mean any day other than a Saturday,
Sunday or a day on which state or federally chartered banking institutions in
New York, New York are not required to be open.
2. Terms of the Series D-3 Preferred Units.
A. Number. As of the close of business on the date of the
amendment pursuant to which this Exhibit was adopted, the total number of Series
D-3 Preferred Units issued and outstanding will be 8,000,000. The Partnership
may issue additional Series D-3 Preferred Units from time to time in accordance
with the terms of the Agreement and, in connection with any such additional
issuance, Exhibit A to the Agreement shall be revised to reflect the total
number of Series D-3 Preferred Units then issued and outstanding.
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<PAGE> 8
B. Distributions. (i) The holders of the then outstanding
Series D-3 Preferred Units shall be entitled to receive, when, as and if
declared by the General Partner, distributions payable in cash at the rate per
annum of $2.0625 per Series D-3 Preferred Unit (the "Annual Distribution Rate").
Such distributions with respect to each Series D-3 Preferred Unit shall be
cumulative from the date of issuance of such Series D-3 Preferred Unit and shall
be payable quarterly, when, as and if authorized and declared by the General
Partner, in arrears on Distribution Payment Dates, commencing on the first
Distribution Payment Date after September 3, 1999. Distributions are cumulative
from the most recent Distribution Payment Date to which distributions have been
paid; provided that the amount per Series D-3 Preferred Unit to be paid in
respect of the initial Distribution Period, or any other period shorter or
longer than a full Distribution Period, shall be determined in accordance with
paragraph (ii) below. Accumulated and unpaid distributions for any past
Distribution Periods may be declared and paid at any time, without reference to
any regular Distribution Payment Date.
(ii) The amount of distribution per Series D-3 Preferred Unit
accruing in each full Distribution Period shall be computed by dividing the
Annual Distribution Rate by four. The amount of distributions payable for the
initial Distribution Period, or any other period shorter or longer than a full
Distribution Period, on the Series D-3 Preferred Units shall be computed on the
basis of twelve 30-day months and a 360-day year. The holders of the then
outstanding Series D-3 Preferred Units shall not be entitled to any
distributions, whether payable in cash, property or securities, in excess of
cumulative distributions, as herein provided, on the Series D-3 Preferred Units.
No interest, or sum of money in lieu of interest, shall be payable in respect of
any distribution payment or payments on the Series D-3 Preferred Units that may
be in arrears.
(iii) So long as any Series D-3 Preferred Units are
outstanding, no distributions, except as described in the immediately following
sentence, shall be declared or paid or set apart for payment on any series or
class or classes of Parity Units (as defined below) for any period unless full
cumulative distributions have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for such payment
on the Series D-3 Preferred Units for all Distribution Periods terminating on or
prior to the distribution payment date on such class or series of Parity Units,
except in the case of distributions on the Series B-2 Restricted Preferred Units
to the extent not paid due to a lack of funds in the Nongovernmental Account.
When distributions are not paid in full or a sum sufficient for such payment is
not set apart, as aforesaid, all distributions declared upon Series D-3
Preferred Units and all distributions declared upon any other series or class or
classes of Parity Units shall be declared ratably in proportion to the
respective amounts of distributions accumulated and unpaid on the Series D-3
Preferred Units and such Parity Units, except in the case of
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<PAGE> 9
distributions on the Series B-2 Restricted Preferred Units to the extent not
paid due to a lack of funds in the Nongovernmental Account.
(iv) So long as any Series D-3 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 D-3 Preferred Units and any other Parity Units of the
Partnership shall have been paid or set apart for payment for all past
Distribution Periods with respect to the Series D-3 Preferred Units and all past
distribution periods with respect to such Parity Units, except to the extent
that distributions on the Series B-2 Restricted Preferred Units are not then
able to be paid owing to a lack of funds in the Nongovernmental Account, and (b)
sufficient funds shall have been paid or set apart for the payment of the
distribution for the current Distribution Period with respect to the Series D-3
Preferred Units and any Parity Units, except to the extent that distributions on
the Series B-2 Restricted Preferred Units are not then able to be paid owing to
a lack of funds in the Nongovernmental Account.
C. Liquidation Preference. (i) In the event of any
liquidation, dissolution or winding up of the Partnership or the General
Partner, whether voluntary or involuntary, before any payment or distribution of
the assets of the Partnership shall be made to or set apart for the holders of
Junior Units, holders of the Series D-3 Preferred Units shall be entitled to
receive an amount equal to the holder's Capital Account in respect of those
Series D-3 Preferred Units; but the holders of Series D-3 Preferred Units shall
not be entitled to any further payment. If, upon any such liquidation,
dissolution or winding up of the Partnership or the General Partner, the assets
of the Partnership, or proceeds thereof, distributable to the holders of Series
D-3 Preferred Units, shall be insufficient to pay in full the preferential
amount aforesaid and liquidating payments on any other Parity Units, then such
assets, or the proceeds thereof, shall be distributed among the holders of the
Series D-3 Preferred Units and the holders of any such other Parity Units
ratably in accordance with the respective amounts that would be payable on such
Series D-3 Preferred Units and any such other Parity Units if all amounts
payable
-5-
<PAGE> 10
thereon were paid in full. For the purposes of this Section 2.C, (i) a
consolidation or merger of the Partnership or the General Partner with one or
more entities, (ii) a statutory share exchange by the Partnership or the General
Partner and (iii) a sale or transfer of all or substantially all of the
Partnership's or the General Partner's assets, shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, of the
Partnership or General Partner.
(ii) Subject to the rights of the holders of Partnership Units
of any series or class or classes of shares ranking on a parity with or prior to
the Series D-3 Preferred Units upon any liquidation, dissolution or winding up
of the General Partner or the Partnership, after payment shall have been made in
full to the holders of the Series D-3 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 holder of the Series D-3
Preferred Units shall not be entitled to share therein.
D. The Partnership's Right to Redeem the Series D-3 Preferred
Units. (i) Except in connection with the redemption of the Series D-3 Preferred
Shares by the General Partner as permitted by Article VI of the Declaration of
Trust or as set forth in Section E below, the Series D-3 Preferred Units shall
not be redeemable prior to September 3, 2004. On and after September 3, 2004,
the General Partner may, at its option, cause the Partnership to redeem the
Series D-3 Preferred Units in whole or in part, as set forth herein, subject to
the provisions described below, at a redemption price, payable in cash, in an
amount equal to $25 per unit for the Series D-3 Preferred Units being redeemed
(the "Redemption Price"). Upon any such redemption, the Partnership shall also
pay any accumulated and unpaid distributions owing in respect of the Series D- 3
Preferred Units being redeemed.
(ii) Such Series D-3 Preferred Units as are not held by the
General Partner may be redeemed by the Partnership on or after September 3,
2004, in whole or in part, at any time or from time to time, upon not less than
30 nor more than 60 days' written notice. If fewer than all of the outstanding
Series D-3 Preferred Units that are not held by the General Partner are to be
redeemed, the Series D-3 Preferred Units to be redeemed from each holder (other
than the General Partner) shall be selected pro rata (as nearly as practicable
without creating fractional units). Any notice of redemption delivered pursuant
to this Section D(ii) will be (x) faxed and (y) mailed by the Partnership, by
certified mail, postage prepaid, not less than 30 nor more than 60 days prior to
the date upon which such redemption is to occur (the "Third Party Redemption
Date"), addressed to each holder of record of the Series D-3 Preferred Units at
their respective addresses as they appear on the records of the Partnership. No
failure to give or defect in such notice shall affect the validity of the
proceedings for the redemption of any Series D-3 Preferred Units. In addition to
any information required by law, each such notice shall state: (a) the
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<PAGE> 11
Third Party Redemption Date, (b) the amount payable per Series D-3 Preferred
Unit upon redemption, including the Redemption Price and any amount payable
pursuant to Section D(iv) hereof, (c) the aggregate number of Series D-3
Preferred Units to be redeemed and, if fewer than all of the outstanding Series
D-3 Preferred Units are to be redeemed, the number of Series D-3 Preferred Units
to be redeemed held by such holder, which number shall equal such holder's pro
rata share (based on the percentage of the aggregate number of outstanding
Series D-3 Preferred Units not held by the General Partner that the total number
of Series D-3 Preferred Units held by such holder represents and determined as
nearly as practicable without creating fractional interests) of the aggregate
number of Series D-3 Preferred Units to be redeemed, (d) the place or places
where such Series D-3 Preferred Units are to be surrendered for payment of the
amount payable upon redemption and (e) that payment of such amount will be made
upon presentation and surrender of such Series D-3 Preferred Units. If the
Partnership gives a notice of redemption in respect of Series D-3 Preferred
Units pursuant to this Section D(ii), then, by 12:00 noon, New York City time,
on the Third Party Redemption Date, the Partnership will deposit irrevocably in
trust for the benefit of the holders of Series D-3 Preferred Units being
redeemed funds sufficient to pay the applicable amount payable with respect to
such Series D-3 Preferred Units and will give irrevocable instructions and
authority to pay such amount to the holders of the Series D-3 Preferred Units
upon surrender of the Series D-3 Preferred Units by such holders at the place
designated in the notice of redemption.
(iii) Such Series D-3 Preferred Units as may be held by the
General Partner may be redeemed, in whole or in part, at the option of the
General Partner, at any time, upon payment by the Partnership to the General
Partner of the Redemption Price and any amount payable pursuant to Section D(iv)
hereof with respect to such Series D-3 Preferred Units; provided that the
General Partner shall redeem an equivalent number of Series D-3 Preferred
Shares. Such redemption of Series D-3 Preferred Units shall occur substantially
concurrently with the redemption by the General Partner of such Series D-3
Preferred Shares (such date is herein referred to collectively with the Third
Party Redemption Date as the "Redemption Date").
(iv) Upon any redemption of Series D-3 Preferred Units, the
Partnership shall pay any accumulated and unpaid distributions for any
Distribution Period, or any other period shorter than a full Distribution
Period, ending on or prior to the Redemption Date. On and after the Redemption
Date, distributions will cease to accumulate on the Series D-3 Preferred Units
called for redemption, unless the Partnership defaults in payment therefor. If
any date fixed for redemption of Series D-3 Preferred Units is not a Unit
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day that is a Unit Business Day (and without any
interest or
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<PAGE> 12
other payment in respect of any such delay) except that, if such Unit Business
Day falls in the next calendar year, such payment will be made on the
immediately preceding Unit Business Day, in each case with the same force and
effect as if made on such date fixed for redemption. If payment of the
Redemption Price is improperly withheld or refused and not paid by the
Partnership, distributions on such Series D-3 Preferred Units will continue to
accumulate from the original redemption date to the date of payment, in which
case the actual payment date will be considered the date fixed for redemption
for purposes of calculating the applicable Redemption Price. Except as provided
above, the Partnership shall make no payment or allowance for unpaid
distributions, whether or not in arrears, on Series D-3 Preferred Units called
for redemption under this Section 2.D.
(v) If full cumulative distributions on the Series D-3
Preferred Units and any other series or class or classes of Parity Units of the
Partnership have not been paid or declared and set apart for payment, except in
connection with a purchase, redemption or other acquisition of Series D-3
Preferred Shares or shares of beneficial interest ranking on a parity with such
Series D-3 Preferred Shares as permitted under Article VI of the Declaration of
Trust and except to the extent that such distributions or amounts distributable
on the Series B-2 Restricted Preferred Units may not be payable due to a lack of
funds in the Nongovernmental Account, the Series D-3 Preferred Units may not be
redeemed in part and the Partnership may not purchase, redeem or otherwise
acquire Series D-3 Preferred Units or any Parity Units other than in exchange
for Junior Units.
As promptly as practicable after the surrender of any such
Series D-3 Preferred Units so redeemed, such Series D-3 Preferred Units shall be
exchanged for the amount of cash (without interest thereon) payable therefore
pursuant to Section 2.D(i). If fewer than all the Series D-3 Preferred Units
represented by any physical certificate are redeemed, then the Partnership shall
issue new certificates representing the unredeemed Series D-3 Preferred Units
without cost to the holder thereof.
E. Series D-3 Preferred Unit Holder Redemption Right.
(i) General. (a) Subject to paragraphs (ii) and (iii) below,
on or after the Series D-3 Effective Date, the holder of the Series D-3
Preferred Units shall have the right (the "Series D-3 Redemption Right") to
require the Partnership to redeem the Series D-3 Preferred Units on any Series
D-3 Specified Redemption Date in cash in an amount equal to the holder's Capital
Account after the Carrying Values of all Partnership assets are adjusted
pursuant to Section 1.D of Exhibit B to the Agreement and the holder's Capital
Account is adjusted accordingly for the Series D-3 Preferred Units being
redeemed. Any such Series D-3 Redemption Right shall be exercised pursuant to
notice of redemption comparable to the Notice of Redemption required under
Section 8.6 of the
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<PAGE> 13
Agreement (a "Series D-3 Notice of Redemption") delivered to the Partnership
(with a copy to the General Partner) by the Limited Partner who is exercising
the Series D-3 Redemption Right (the "Series D-3 Redeeming Partner"). Except in
the event of the occurrence of the circumstance described in clause (z) of the
definition of "Series D-3 Effective Date", a holder of the Series D-3 Preferred
Units may only exercise the Series D-3 Redemption Right in respect of all Series
D-3 Preferred Units held by such holder on the date of the applicable Series D-3
Redemption Notice. In addition, any redemption pursuant to the Series D-3
Redemption Right shall be subject to all of the provisions of the Agreement
governing redemptions under Section 8.6 of the Agreement as if it were a
redemption under that section, except as otherwise provided herein.
(b) The Series D-3 Redeeming Partner shall have no right with
respect to any Series D-3 Preferred Units so redeemed to receive any
distributions paid after the Series D-3 Specified Redemption Date, unless the
record date for the distribution preceded the Series D-3 Specified Redemption
Date. If the record date for such distribution was a date prior to the Series
D-3 Specified Redemption Date and the Distribution Payment Date in respect of
such distribution was a date after the Series D-3 Specified Redemption Date,
such Series D-3 Redeeming Partner shall be required, as a condition of the
redemption of such Series D-3 Preferred Units, to pay the amount of such
distribution to the Partnership (if such Series D-3 Preferred Units are redeemed
for cash) or to the General Partner (if such Series D-3 Preferred Units are
redeemed for Series D-3 Preferred Shares).
(c) The Assignee of any Limited Partner may exercise the
rights of such Limited Partner pursuant to this Section 2.E, and such Limited
Partner shall be deemed to have assigned such rights to such Assignee and shall
be bound by the exercise of such rights by such Limited Partner's Assignee. In
connection with any exercise of the such rights by such Assignee on behalf of
such Limited Partner, the Redemption Price and any accumulated and unpaid
distributions shall be paid by the Partnership directly to such Assignee and not
to such Limited Partner.
(ii) General Partner Assumption of Right. (a) If the holder of
the Series D-3 Preferred Units has delivered a Series D-3 Notice of Redemption,
the General Partner may, in its sole and absolute discretion (subject to any
limitations on ownership and transfer of Shares set forth in the Declaration of
Trust), elect to assume directly and satisfy the Series D-3 Redemption Right by
paying to the Redeeming Partner either (x) an amount equal to the holder's
Capital Account for the Series D-3 Preferred Units being redeemed after the
Carrying Values of all Partnership assets are adjusted pursuant to Section 1.D
of Exhibit B to the Agreement and the holder's Capital Account is adjusted
accordingly or (y) in the form of Series D-3 Preferred Shares, as set forth in
paragraph (b) below. Unless the General Partner, in its sole and absolute
discretion, shall exercise its right to assume directly and satisfy the Series
D-3 Redemption Right, the General Partner shall not have any obligation to the
Redeeming Partner or to the Partnership with respect
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<PAGE> 14
to the Redeeming Partner's exercise of the Series D-3 Redemption Right. In the
event the General Partner shall exercise its right to satisfy the Series D-3
Redemption Right in the manner described in the first sentence of this paragraph
(ii) and shall fully perform its obligations in connection therewith, the
Partnership shall have no right or obligation to pay any amount to the Redeeming
Partner with respect to such Redeeming Partner's exercise of the Series D-3
Redemption Right, and each of the Redeeming Partner, the Partnership and the
General Partner shall, for federal income tax purposes, treat the transaction
between the General Partner and the Redeeming Partner as a sale of the Redeeming
Partner's Partnership Units to the General Partner. Nothing contained in this
paragraph (ii) shall imply any right of the General Partner to require any
holder of Series D-3 Preferred Units to exercise the Series D-3 Redemption Right
afforded pursuant to paragraph (i) above.
(b) In the event that the Partnership redeems Series D-3
Preferred Units for cash in accordance with Section 2.E(i)(a), the units so
redeemed shall be terminated. In the event that the General Partner determines
to pay the Redeeming Partner in the form of Series D-3 Preferred Shares, the
General Partner shall issue to the Series D-3 Redeeming Partner one Series D-3
Preferred Share for each Series D-3 Preferred Unit being redeemed (subject to
modification as set forth in paragraph (c) below), whereupon the General Partner
shall acquire the Series D-3 Preferred Units offered for redemption by the
Series D-3 Redeeming Partner and shall be treated for all purposes of the
Agreement as the owner of such Series D-3 Preferred Units. Any accumulated and
unpaid distributions on such Series D-3 Preferred Units to the date of such
redemption shall also be deemed to have accumulated on the Series D-3 Preferred
Shares paid to the Series D-3 Redeeming Partner in consideration of such Series
D-3 Preferred Units at the time of the issuance of such Series D-3 Preferred
Shares.
(c) In the event that there shall be outstanding at any time
both Series D-3 Preferred Shares and Series D-3 Preferred Units and the General
Partner shall be a party to any transaction (including, without limitation, a
merger, consolidation or statutory share exchange with respect to the Series D-3
Preferred Shares), in each case as a result of which the Series D-3 Preferred
Shares are converted into the right to receive shares of capital stock, other
securities or other property (including cash or any combination thereof),
thereafter the Redemption Price payable by the General Partner in respect of one
Series D-3 Preferred Unit shall be the kind and amount of shares of capital
stock and other securities and property (including cash or any combination
thereof) that was received upon consummation of such transaction in return for
one Series D-3 Preferred Share; and the General Partner may not become a party
to any such transaction unless the terms thereof are consistent with the
foregoing. In case there shall be outstanding Series D-3 Preferred Units and no
Series D-3 Preferred Shares and the General Partner shall be a
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<PAGE> 15
party to any merger or consolidation in which the General Partner is not the
surviving entity, then the Series D-3 Preferred Shares deliverable by the
General Partner thereafter in redemption of Series D-3 Preferred Units pursuant
to clause (ii) above shall be shares of the surviving entity or any entity
controlling the surviving entity having the preferences, rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption substantially similar to those set forth on Schedule 1
to this Exhibit P.
(d) Each Redeeming Partner agrees to execute such documents as
the General Partner may reasonably require in connection with the issuance of
Series D-3 Preferred Shares upon exercise of the Series D-3 Redemption Right.
(iii) Exceptions to Exercise of Redemption Right.
Notwithstanding the provisions of paragraphs (i) and (ii) above, a Partner shall
not be entitled to exercise the Series D-3 Redemption Right if (but only as long
as) the delivery of Series D-3 Preferred Shares to such Partner on the Series
D-3 Specified Redemption Date (a) would be prohibited under the Declaration of
Trust, or (b) as long as the Common Shares or any previously issued Series D-3
Preferred Shares are Publicly Traded, would be prohibited under applicable
federal or state securities laws or regulations (assuming the General Partner
would in fact assume and satisfy the Series D-3 Redemption Right).
(iv) No Liens on Partnership Units Delivered for Redemption.
Each holder of any Series D-3 Preferred Units covenants and agrees with the
General Partner that all Series D-3 Preferred Units delivered for redemption
shall be delivered to the Partnership or the General Partner, as the case may
be, free and clear of all liens, and, notwithstanding anything contained herein
to the contrary, neither the General Partner nor the Partnership shall be under
any obligation to acquire Series D-3 Preferred Units which are or may be subject
to any liens. Each holder of Series D-3 Preferred Units further agrees that, in
the event any state or local property transfer tax is payable as a result of the
transfer of its Series D-3 Preferred Units to the Partnership or the General
Partner, such holder shall assume and pay such transfer tax.
F. Conversion. The Series D-3 Preferred Units are not
convertible into or redeemable or exchangeable for any other property or
securities of the General Partner Entity or the Partnership at the option of any
holder of Series D-3 Preferred Units, except as provided in Sections D and E
hereof.
G. Ranking. (i) Any class or series of Partnership Units shall
be deemed to rank:
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<PAGE> 16
(a) prior to the Series D-3 Preferred Units, as to the payment
of distributions and as to distribution of assets upon liquidation, dissolution
or winding up of the General Partner or the Partnership, if the holders of such
class or series of Partnership Units shall be entitled to the receipt of
distributions or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the holders of
Series D-3 Preferred Units;
(b) on a parity with the Series D-3 Preferred Units, as to the
payment of distributions and as to the distribution of assets upon liquidation,
dissolution or winding up of the General Partner or the Partnership, whether or
not the distribution rates, distribution payment dates or redemption or
liquidation prices per Partnership Unit be different from those of the Series
D-3 Preferred Units, if the holders of such Partnership Units of such class or
series and the Series D-3 Preferred Units shall be entitled to the receipt of
distributions and of amounts distributable upon liquidation, dissolution or
winding up in proportion to their respective amounts of accrued and unpaid
distributions per Partnership Unit or liquidation preferences, without
preference or priority one over the other, except to the extent that such
distributions or amounts distributable on the Series B-2 Restricted Preferred
Units may not be payable due to a lack of funds in the Nongovernmental Account
("Parity Units"); and
(c) junior to the Series D-3 Preferred Units, as to the
payment of distributions or as to the distribution of assets upon liquidation,
dissolution or winding up of the General Partner or the Partnership, if such
class or series of Partnership Units shall be Class A Units or if the holders of
Series D-3 Preferred Units shall be entitled to receipt of distribution or of
amounts distributable upon liquidation, dissolution or winding up, as the case
may be, in preference or priority to the holders of Partnership Units of such
class or series ("Junior Units").
(ii) The Series A Preferred Units, Series B Pass-Through
Preferred Units and Series C Pass-Through Preferred Units shall be Parity Units
with respect to the Series D-3 Preferred Units and the holders of the Series D-3
Preferred Units and Series A Preferred Units, Series B Pass-Through Preferred
Units and Series C Pass-Through Preferred Units shall be entitled to the receipt
of distributions and of amounts distributable upon liquidation, dissolution or
winding up in proportion to their respective amounts of accumulated and unpaid
distributions per Partnership Unit or liquidation preferences, without
preference or priority one over the other, except in the case of distributions
on the Series B-2 Restricted Preferred Units to the extent not payable due to a
lack of funds in the Nongovernmental Account and except that:
(a) For so long as the Class D Units are outstanding, the
Series D-3 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, the
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<PAGE> 17
Series D-3 Preferred Units shall receive: (i) accumulated and unpaid
distributions on a basis pari passu with distributions made to the holders of
any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the Agreement
and (ii) other distributions on a basis pari passu with distributions made to
the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii)
of the Agreement.
(b) When the Class D Units are no longer outstanding, the
Series D-3 Preferred Units shall be Preference Units and shall receive
distributions on a basis pari passu with other Partnership Units, if any,
receiving distributions pursuant to Section 5.1.B(i) of the Agreement, except to
the extent that distributions on the Series B-2 Restricted Preferred Units may
not be paid due to a lack of funds in the Nongovernmental Account.
(c) Distributions made pursuant to Subsections G(ii)(a) and
G(ii)(b) of this Exhibit P shall be made pro rata with other distributions made
to other Partnership Units as to which they rank pari passu based on the ratio
of the amounts to be paid the Series D-3 Preferred Units and such other
Partnership Units, as applicable, to the total amounts to be paid in respect of
the Series D-3 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 the Class D Units are outstanding, the Series
D-3 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 D-3 Preferred Units except
that references to distributions made to the Class D Units shall be deemed to
refer to distributions made to the Series D-3 Preferred Units in a pro rata
manner with such distributions made to the Class D Units.
(b) When the Class D Units are no longer outstanding, the
Series D-3 Preferred Units shall be Preference Units and shall be allocated
items pari passu with the allocation of items to holders of Preference Units
(i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the
Agreement) and shall share in those allocations in a pro rata
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<PAGE> 18
manner based on the distributions and allocations of items, as applicable, made
to Preference Units, as applicable; references to Preference Units in Article VI
of the Agreement shall be deemed to also refer to Series D-3 Preferred Units
except that references to distributions made to Preference Units shall be deemed
to refer to distributions made to the Series D-3 Preferred Units in a pro rata
manner with such distributions, if any, made to the Preference Units.
H. Voting. (i) Except as provided in this Section H or as
required by law, the holders of the Series D-3 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.
(ii) So long as any Series D-3 Preferred Units are
outstanding, the General Partner shall not authorize the creation of or cause
the Partnership to issue Partnership Units of any class or series or any
interest in the Partnership convertible into or exchangeable for Partnership
Units of any class or series ranking prior to the Series D-3 Preferred Units in
the distribution of assets on any liquidation, dissolution or winding up of the
General Partner or the Partnership or in the payment of distributions, or
reclassify any Partnership Units of the Partnership into any such senior
Partnership Unit; provided that so long as any Class D Units are outstanding,
such senior Partnership Units may be issued to the General Partner if the
distribution and redemption (but not voting) rights of such senior Partnership
Units are substantially similar to the terms of securities issued by the General
Partner and the proceeds or other consideration from the issuance of such
securities have been or are concurrently with such issuance contributed to the
Partnership.
(iii) So long as any Series D-3 Preferred Units are
outstanding, in addition to any other vote or consent of unit holders required
by the Agreement of Limited Partnership or of shareholders required by the
Declaration of Trust, the affirmative vote of at least a majority of the votes
entitled to be cast by the holders of Series D-3 Preferred Units at the time
outstanding 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 of Trust that materially and adversely affects the voting
powers, rights or preferences of the Series D-3 Preferred Shares; provided,
however, that the amendment of the provisions of the Declaration of Trust so as
to authorize or create or to increase the authorized amount of, any Junior
Shares with respect to the Series D-3 Preferred Shares or any units of any class
or series ranking on a parity with the Series D-3 Preferred Shares shall not be
deemed to materially and adversely affect the voting powers, rights or
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<PAGE> 19
preferences of the holders of Series D-3 Preferred Shares or (b) the
authorization or creation of, or the increase in the authorized or issued amount
of, any shares of any class or series or any security convertible into or
exchangeable for shares of any class or series ranking prior to the Series D-3
Preferred Shares in the distribution of assets on any liquidation, dissolution
or winding up of the General Partner or in the payment of dividends or
distributions; provided, however, that, in the case of each of subparagraphs (a)
and (b), no such vote of the holders of Series D-3 Preferred Units shall be
required if, at or prior to the time when such amendment, alteration or repeal
is to take effect, or when the issuance of any such prior shares or convertible
security is to be made, provision is made for the redemption of all Series D-3
Preferred Units at the time outstanding in accordance with the provisions
hereof.
I. General. (i) At such time, if any, as the General Partner
becomes a holder of Series D-3 Preferred Units, the rights of the General
Partner, in its capacity as the holder of the Series D-3 Preferred Units, will
be in addition to and not in limitation on any other rights or authority of the
General Partner, in any other capacity, under the Agreement. In addition,
nothing contained in this Exhibit P shall be deemed to limit or otherwise
restrict any rights or authority of the General Partner under the Agreement,
other than in its capacity as the holder of Series D-3 Preferred Units.
(ii) Anything herein contained to the contrary
notwithstanding, the General Partner shall take all steps that it determines are
necessary or appropriate (including modifying the foregoing terms of the Series
D-3 Preferred Units) to ensure that the Series D-3 Preferred Units (including,
without limitation the redemption and conversion terms thereof) permit the
General Partner to satisfy its obligations with respect to the Series D-3
Preferred Shares (including, without limitation, its obligations to make
dividend payments on the Series D-3 Preferred Shares), if and when any such
Units are issued, it being the intention that, except to the extent provided in
Schedule 1 to this Exhibit P, the terms of the Series D-3 Preferred Shares will
be the same as the terms of the Series D-3 Preferred Units in all material
respects.
J. The Special Distribution. Notwithstanding anything to the
contrary contained herein, on September 3, 1999, the holder of the Series D-3
Preferred Units shall be entitled to receive $2,500,000. Such payment shall be
treated as a guaranteed payment for the use of capital under Section 707(c) of
the Internal Revenue Code and shall have no effect or bearing on any other
distribution or redemption amount or upon any other rights or obligations of
holders of the Series D-3 Preferred Units.
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<PAGE> 20
Attachment 2
EXHIBIT A (9/3/99) - Goldman Sachs 1999 Exchange Place Fund, LP / TMCT II, LLC
(D-3 & D-4 Preferred)
VORNADO REALTY L.P.
PARTNERS AND PARTNERSHIP INTERESTS
<TABLE>
<CAPTION>
Class of Units
-----------------------------------------------------------
Series A Value Percentage
Preferred of of
Shares Series A Series A
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Vornado Realty Trust 5,789,239 $297,508,992 100.0000%
Vornado Realty Trust
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y. , Inc.
Washington Design Center, L.L.C.
Fourth & D Street Partners LP
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.
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC
Meadowbrook Equity Fund II, LLC.
Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
THE MENDIK PARTNERSHIP, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO 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
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------
Series B Value Percentage
Preferred of of
Shares Series B Series B
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Vornado Realty Trust 3,400,000 $85,000,000 100.0000%
VORNADO REALTY TRUST
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y. , Inc.
Washington Design Center, L.L.C.
Fourth & D Street Partners LP
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.
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC
Meadowbrook Equity Fund II, LLC.
Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
The Mendik Partnership, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO 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
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
-------------------------------------------------------
Series C Value Percentage
Preferred of of
Shares Series C Series C
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Vornado Realty Trust 4,600,000 $115,000,000.00 100.0000%
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.
Fourth & D Street Partners LP
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.
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC
Meadowbrook Equity Fund II, LLC.
Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
THE MENDIK PARTNERSHIP, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO 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
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
-------------------------------------------------
Series B-1 Value Percentage
Preferred of of
Units Series B-1 Series B-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. 200,000 $10,000,000 22.23%
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C. 699,566 $34,978,300 77.77%
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.
Greene Street 1998 Exchange Fund L.P.
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC
Meadowbrook Equity Fund II, LLC.
Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
THE MENDIK PARTNERSHIP, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO 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
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
--------------------------------------------------------
Series B-2 Value Percentage
Preferred of of
Units Series B-2 Series B-2
- -----------------------------------------------------------------------------------------------------------------------------------
<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. 100,000 $ 5,000,000 22.23%
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C. 349,783 $17,489,150 77.77%
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.
Greene Street 1998 Exchange Fund L.P.
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC
Meadowbrook Equity Fund II, LLC.
Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
THE MENDIK PARTNERSHIP, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO 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
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
-------------------------------------------------
Series C-1 Value Percentage
Preferred of of
Units Series C-1 Series C-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.
Fourth & D Street Partners LP
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.
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC
Meadowbrook Equity Fund II, LLC.
Jacob H Froelich, Jr. 150,067 $7,503,350 20.0648%
S.D. Phillips 9,976 $498,800 1.3338%
George W Lyles 70,044 $3,502,200 9.3653%
Canoe House Partners, LLC 200,090 $10,004,500 26.7531%
Roaring Gap Limited Partnership 290,158 $14,507,900 38.7957%
Phillips Property Company, LLC 27,577 $1,378,850 3.6872%
Newkirk Partners (See attached schedule)
THE MENDIK PARTNERSHIP, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C.
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO 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
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
----------------------------------------------------------
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.
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C.
World Trade Center Chicago, L.L.C.
Greene Street 1998 Exchange Fund L.P. 3,500,000 87,500,000 100.00%
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC
Meadowbrook Equity Fund II, LLC.
Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
THE MENDIK PARTNERSHIP, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO 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
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
------------------------------------------
Series A Value Percentage
Preferred of of
Shares Series A Series A
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
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
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
--------------------------------------------------
Series B Value Percentage
Preferred of of
Shares Series B Series B
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
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
</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>
-----------------------------------------------
Series C Value Percentage
Preferred of of
Shares Series C Series C
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
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
</TABLE>
<PAGE> 29
<TABLE>
<CAPTION>
----------------------------------------------
Series B-1 Value Percentage
Preferred of of
Units Series B-1 Series B-1
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
Green, Bernard
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
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
</TABLE>
<PAGE> 30
<TABLE>
<CAPTION>
------------------------------------------
Series B-2 Value Percentage
Preferred of of
Units Series B-2 Series B-2
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
Knatten Inc.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. Westport Associates
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
Mendix, Bernard
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
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
</TABLE>
<PAGE> 31
<TABLE>
<CAPTION>
-------------------------------------------------
Series C-1 Value Percentage
Preferred of of
Units Series C-1 Series C-1
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
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
Reingold, Suzy
Roberts, H. Richard
</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>
Class of Units
- -------------------------------------------------------------------------------------------------------------------------------
Series D-1 Value Percentage
Preferred of of
Units Series D-1 Series D-1
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
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
</TABLE>
<PAGE> 33
<TABLE>
<CAPTION>
Series A Value Percentage
Preferred of of
Shares Series A Series A
- ----------------------------------------------------------------------------- --------------------------------------------------
<S> <C> <C> <C>
Roche, Sara
Rolfe, Ronald
Root, Leon
Rosenberg, Ilse
Rosenheim, Edna Revocable Living Trust
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Samuel Trust UWO Barbara Schwartz
Schwartz, Samuel Trust FBO UWO Ellis Schwartz
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
Schwartz, Carolynn Trust FBO 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
Shuman, Stanley S.
Silberstein, John J.
Silbert, Harvey I.
Silbert, Harvey I., Trustee u/w Harry A. Goldman
Simons, Robert
Simons, Robert - Estate of
Sims, David
Skoker, Saul
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Strauss, Melville
Sussman, Walter
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Tessler, Allan R.
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
WESTGOMA ASSOCIATES
Wexler, Monte
Wexner, Leslie H.
Williams, John
WSNH Partners
Zecap Associates
------------------------------------------------------
TOTAL 5,789,239 $297,508,992 100.0000%
------------------------------------------------------
</TABLE>
<PAGE> 34
<TABLE>
<CAPTION>
Series B Value Percentage
Preferred of of
Shares Series B Series B
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roche, Sara
Rolfe, Ronald
Root, Leon
Rosenberg, Ilse
Rosenheim, Edna Revocable Living Trust
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Samuel Trust UWO Barbara Schwartz
Schwartz, Samuel Trust FBO UWO Ellis Schwartz
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
Schwartz, Carolynn Trust FBO 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
Shuman, Stanley S.
Silberstein, John J.
Silbert, Harvey I.
Silbert, Harvey I., Trustee u/w Harry A. Goldman
Simons, Robert
Simons, Robert - Estate of
Sims, David
Skoker, Saul
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Strauss, Melville
Sussman, Walter
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Tessler, Allan R.
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
WESTGOMA ASSOCIATES
Wexler, Monte
Wexner, Leslie H.
Williams, John
WSNH Partners
Zecap Associates
-------------------------------------------------------
TOTAL 3,400,000 $85,000,000 100.0000%
-------------------------------------------------------
</TABLE>
<PAGE> 35
<TABLE>
<CAPTION>
Series C Value Percentage
Preferred of of
Shares Series C Series C
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roche, Sara
Rolfe, Ronald
Root, Leon
Rosenberg, Ilse
Rosenheim, Edna Revocable Living Trust
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Samuel Trust UWO Barbara Schwartz
Schwartz, Samuel Trust FBO UWO Ellis Schwartz
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
Schwartz, Carolynn Trust FBO 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
Shuman, Stanley S.
Silberstein, John J.
Silbert, Harvey I.
Silbert, Harvey I., Trustee u/w Harry A. Goldman
Simons, Robert
Simons, Robert - Estate of
Sims, David
Skoker, Saul
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Strauss, Melville
Sussman, Walter
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Tessler, Allan R.
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
WESTGOMA ASSOCIATES
Wexler, Monte
Wexner, Leslie H.
Williams, John
WSNH Partners
Zecap Associates
--------------------------------------------------
TOTAL 4,600,000 $115,000,000 100.00%
--------------------------------------------------
</TABLE>
<PAGE> 36
<TABLE>
<CAPTION>
Series B-1 Value Percentage
Preferred of of
Units Series B-1 Series B-1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roche, Sara
Rolfe, Ronald
Root, Leon
Rosenberg, Ilse
Rosenheim, Edna Revocable Living Trust
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Samuel Trust UWO Barbara Schwartz
Schwartz, Samuel Trust FBO UWO Ellis Schwartz
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
Schwartz, Carolynn Trust FBO 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
Shuman, Stanley S.
Silberstein, John J.
Silbert, Harvey I.
Silbert, Harvey I., Trustee u/w Harry A. Goldman
Simons, Robert
Simons, Robert - Estate of
Sims, David
Skoker, Saul
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Strauss, Melville
Sussman, Walter
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Tessler, Allan R.
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
WESTGOMA ASSOCIATES
Wexler, Monte
Wexner, Leslie H.
Williams, John
WSNH Partners
Zecap Associates
--------------------------------------------------
TOTAL 899,566 $44,978,300 100.00%
--------------------------------------------------
</TABLE>
<PAGE> 37
<TABLE>
<CAPTION>
Series B-2 Value Percentage
Preferred of of
Units Series B-2 Series B-2
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Roche, Sara
Rolfe, Ronald
Root, Leon
Rosenberg, Ilse
Rosenheim, Edna Revocable Living Trust
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Samuel Trust UWO Barbara Schwartz
Schwartz, Samuel Trust FBO UWO Ellis Schwartz
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
Schwartz, Carolynn Trust FBO 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
Shuman, Stanley S.
Silberstein, John J.
Silbert, Harvey I.
Silbert, Harvey I., Trustee u/w Harry A. Goldman
Simons, Robert
Simons, Robert - Estate of
Sims, David
Skoker, Saul
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Strauss, Melville
Sussman, Walter
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Tessler, Allan R.
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
WESTGOMA ASSOCIATES
Wexler, Monte
Wexner, Leslie H.
Williams, John
WSNH Partners
Zecap Associates
---------------------------------------------------
TOTAL 449,783 $22,489,150 100.00%
---------------------------------------------------
</TABLE>
<PAGE> 38
<TABLE>
<CAPTION>
Series C-1 Value Percentage
Preferred of of
Units Series C-1 Series C-1
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roche, Sara
Rolfe, Ronald
Root, Leon
Rosenberg, Ilse
Rosenheim, Edna Revocable Living Trust
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Samuel Trust UWO Barbara Schwartz
Schwartz, Samuel Trust FBO UWO Ellis Schwartz
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
Schwartz, Carolynn Trust FBO 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
Shuman, Stanley S.
Silberstein, John J.
Silbert, Harvey I.
Silbert, Harvey I., Trustee u/w Harry A. Goldman
Simons, Robert
Simons, Robert - Estate of
Sims, David
Skoker, Saul
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Strauss, Melville
Sussman, Walter
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Tessler, Allan R.
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
WESTGOMA ASSOCIATES
Wexler, Monte
Wexner, Leslie H.
Williams, John
WSNH Partners
Zecap Associates
-------------------------------------------------
TOTAL 747,912 $37,395,600 100.00%
-------------------------------------------------
</TABLE>
<PAGE> 39
<TABLE>
<CAPTION>
-----------------------------------------------------------
Series D-1 Value Percentage
Preferred of of
Units Series D-1 Series D-1
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roche, Sara
Rolfe, Ronald
Root, Leon
Rosenberg, Ilse
Rosenheim, Edna Revocable Living Trust
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Samuel Trust UWO Barbara Schwartz
Schwartz, Samuel Trust FBO UWO Ellis Schwartz
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
Schwartz, Carolynn Trust FBO 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
Shuman, Stanley S.
Silberstein, John J.
Silbert, Harvey I.
Silbert, Harvey I., Trustee u/w Harry A. Goldman
Simons, Robert
Simons, Robert - Estate of
Sims, David
Skoker, Saul
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Strauss, Melville
Sussman, Walter
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Tessler, Allan R.
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
WESTGOMA ASSOCIATES
Wexler, Monte
Wexner, Leslie H.
Williams, John
WSNH Partners
Zecap Associates
---------------------------------------------------------
TOTAL 3,500,000 $87,500,000 100.00%
---------------------------------------------------------
</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.)
<PAGE> 40
<TABLE>
<CAPTION>
--------------------------------------------------
Series D-2 Value Percentage
Preferred of of
Units Series D-2 Series D-2
- --------------------------------------------------------------------------------------------------------------------------------
<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.
Fourth & D Street Partners LP
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.
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC
Meadowbrook Equity Fund II, LLC. 549,336 27,466,800 100.00%
Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
THE MENDIK PARTNERSHIP, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO 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
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley
</TABLE>
<PAGE> 41
<TABLE>
<CAPTION>
-------------------------------------------------------
Series D-3 Value Percentage
Preferred of of
Units Series D-3 Series D-3
- --------------------------------------------------------------------------------------------------------------------------------
<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.
Fourth & D Street Partners LP
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.
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP 8,000,000 $200,000,000 100.00%
TMCT II, LLC
Meadowbrook Equity Fund II, LLC.
Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
THE MENDIK PARTNERSHIP, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO 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
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley
</TABLE>
<PAGE> 42
<TABLE>
<CAPTION>
--------------------------------------------------------
Series D-4 Value Percentage
Preferred of of
Units Series D-4 Series D-4
- --------------------------------------------------------------------------------------------------------------------------------
<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.
Fourth & D Street Partners LP
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.
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding Inc.
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC 5,000,000 $125,000,000 100.00%
Meadowbrook Equity Fund II, LLC.
Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
THE MENDIK PARTNERSHIP, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO 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
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley
</TABLE>
<PAGE> 43
<TABLE>
<CAPTION>
----------------------------------------------------
Series E-1 Value Percentage
Preferred of of
Units Series E-1 Series E-1
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Vornado Realty Trust
VORNADO REALTY TRUST
Vornado Finance Corp
Vornado Investment Corporation
40 East 14 Realty Associates
General Partnership
825 Seventh Avenue Holding Corporation
Menands Holdings Corporation
Two Guys From Harrison, N.Y. , Inc.
Washington Design Center, L.L.C.
Fourth & D Street Partners LP
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.
Commonwealth Atlantic Properties Inc. 3,899,333 194,966,650 78.02%
Commonwealth Atlantic - Crystal City OP Holding Inc. 1,098,667 54,933,350 21.98%
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC
Meadowbrook Equity Fund II, LLC.
Jacob H Froelich, Jr.
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule)
THE MENDIK PARTNERSHIP, L.P.
Mendik Holdings L.L.C.
MENDIK REALTY COMPANY, INC.
FW / Mendik REIT, L.L.C. (2)
Mendik RELP Corp.
2750 Associates
2750 Associates Limited Partnership
Abrams, Trust U/W/O Ralph
ACI Associates
Adler, Robert
Allen & Company Incorporated
Allen, C. Robert III
AMES, EUGENIA
Alpert, Vicki
Ambassador Construction Company, Inc.
Aschendorf- Shasha, Ellen
Ash, Herbert
Aubert, Lysa FBO UWO Barbara Schwartz
Aubert, Lysa FBO 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
Burack, Daniel A.
Carb, Sally
Carney, Margaret R.
Carney, Thomas
CHAMBERS, ROBERT
CHO Enterprises
Damson, Barrie
Dembner, Shirley
Dembner, Shirley UGMA for Lindsey Dembner
Doner, Max
Downey, Michael
Dryfoos, Jacqueline
Dubrowski, Raymond
Elson, Edward E.
Evans, Ben
Field, Walter L.
Jesse Fierstein & Co.
Fischer, Alan A.
Freedman, Robert
Gershon, Estate of Murray
Getz, Howard
Getz, Sandra
Getz, Sandra & Howard
Gold, Frederica
Ginsberg, Adele
Ginsberg, Benedict
Goldberg, Clarence
Goldring, Stanley
</TABLE>
<PAGE> 44
<TABLE>
<CAPTION>
--------------------------------------------
Common Units
--------------------------------------------
A C D
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Vornado Realty Trust
VORNADO REALTY TRUST 44,405,331
Vornado Finance Corp 35,282,694
Vornado Investment Corporation 3,666,666
40 East 14 Realty Associates
General Partnership 1,639,278
825 Seventh Avenue Holding Corporation 235,516
Menands Holdings Corporation 536,524
Two Guys From Harrison, N.Y. , Inc. 180,890
Washington Design Center, L.L.C. 0
Fourth & D Street Partners LP 0
Merchandise Mart Owners, L.L.C.
Merchandise Mart Enterprises, L.L.C. 395,967
World Trade Center Chicago, L.L.C. 23,948
Greene Street 1998 Exchange Fund L.P.
Commonwealth Atlantic Properties Inc.
Commonwealth Atlantic - Crystal City OP Holding
Inc.
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP
TMCT II, LLC
Meadowbrook Equity Fund II, LLC.
Jacob H Froelich, Jr. 202,411
S.D. Phillips
George W Lyles
Canoe House Partners, LLC
Roaring Gap Limited Partnership
Phillips Property Company, LLC
Newkirk Partners (See attached schedule) 1,432,452
THE MENDIK PARTNERSHIP, L.P. 14024 751,159
Mendik Holdings L.L.C. 1,767,035
MENDIK REALTY COMPANY, INC. 0
FW / Mendik REIT, L.L.C. 486,540
Mendik RELP Corp. 846
2750 Associates 0
2750 Associates Limited Partnership 2,704
Abrams, Trust U/W/O Ralph 7,244
ACI Associates 1,057
Adler, Robert 2,496
Allen & Company Incorporated 1,760
Allen, C. Robert III 880
AMES, EUGENIA 0
Alpert, Vicki 5,228
Ambassador Construction Company, Inc. 27,939
Aschendorf- Shasha, Ellen 1,710
Ash, Herbert 154
Aubert, Lysa FBO UWO Barbara Schwartz 4,534
Aubert, Lysa FBO UWO Ellis Schwartz 0
Barr, Thomas 1,844
Barkin, Leonard 962
Batkin, Nancy 0
Batkin, Nancy 1998 Trust u/a/d 5/11/98 130 6,338
Berenson, David 1,034
Berenson, Joan 1,382
Berenson, Richard 842
Berenson, Robert 1,762
Berger, Alice C. 374
Bianculli, Louis 5,604
Bierman, Jacquin 5,376
Blumenthal, Joel Marie 154
Braverman, Madlyn 90 75,344
Bonk, Chris 35,032
Burack, Daniel A. 176
Carb, Sally 1,793
Carney, Margaret R. 1,419
Carney, Thomas 0
CHAMBERS, ROBERT 145 77 7,961
CHO Enterprises 5,364
Damson, Barrie 1,144
Dembner, Shirley 145 78
Dembner, Shirley UGMA for Lindsey Dembner 3,462
Doner, Max 3,364
Downey, Michael 83,226
Dryfoos, Jacqueline 962
Dubrowski, Raymond 2,304
Elson, Edward E. 1,760
Evans, Ben 104
Field, Walter L. 1,680
Jesse Fierstein & Co. 4,045
Fischer, Alan A. 3,364
Freedman, Robert 5,770
Gershon, Estate of Murray 10,494
Getz, Howard 333
Getz, Sandra 7,328
Getz, Sandra & Howard 748
Gold, Frederica 414
Ginsberg, Adele 932
Ginsberg, Benedict 0
Goldberg, Clarence 916
Goldring, Stanley 10,833
</TABLE>
<PAGE> 45
<TABLE>
<CAPTION>
--------------------------------------------------------
Total Value
Common Common
E Units Units
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Vornado Realty Trust
VORNADO REALTY TRUST 44,405,331 $1,460,047,283
Vornado Finance Corp 35,282,694 $1,160,094,979
Vornado Investment Corporation 3,666,666 $120,559,978
40 East 14 Realty Associates 0 $0
General Partnership 1,639,278 $53,899,461
825 Seventh Avenue Holding Corporation 235,516 $7,743,766
Menands Holdings Corporation 536,524 $17,640,909
Two Guys From Harrison, N.Y. , Inc. 180,890 $5,947,663
Washington Design Center, L.L.C. 0 $0
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C. 0 $0
Merchandise Mart Enterprises, L.L.C. 395,967 $13,019,395
World Trade Center Chicago, L.L.C. 23,948 $787,410
Greene Street 1998 Exchange Fund L.P. 0 $0
Commonwealth Atlantic Properties Inc. 0 $0
Commonwealth Atlantic - Crystal City OP Holding Inc. 0 $0
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP 0 $0
TMCT II, LLC 0 $0
Meadowbrook Equity Fund II, LLC. 0 $0
Jacob H Froelich, Jr. 202,411 $6,655,274
S.D. Phillips 0 $0
George W Lyles 0 $0
Canoe House Partners, LLC 0 $0
Roaring Gap Limited Partnership 0 $0
Phillips Property Company, LLC 0 $0
Newkirk Partners (See attached schedule) 1,432,452 $47,099,022
THE MENDIK PARTNERSHIP, L.P. 765,183 $25,159,217
Mendik Holdings L.L.C. 1,767,035 $58,100,111
MENDIK REALTY COMPANY, INC. 0 $0
FW / Mendik REIT, L.L.C. (2) 486,540 $15,997,435
Mendik RELP Corp. 846 $27,816
2750 Associates 0 $0
2750 Associates Limited Partnership 2,704 $88,908
Abrams, Trust U/W/O Ralph 7,244 $238,183
ACI Associates 1,057 $34,754
Adler, Robert 2,496 $82,068
Allen & Company Incorporated 1,760 $57,869
Allen, C. Robert III 880 $28,934
AMES, EUGENIA 0 $0
Alpert, Vicki 5,228 $171,897
Ambassador Construction Company, Inc. 27,939 $918,634
Aschendorf- Shasha, Ellen 1,710 $56,225
Ash, Herbert 154 $5,064
Aubert, Lysa FBO UWO Barbara Schwartz 4,534 $149,078
Aubert, Lysa FBO UWO Ellis Schwartz 0 $0
Barr, Thomas 1,844 $60,631
Barkin, Leonard 962 $31,631
Batkin, Nancy 0 $0
Batkin, Nancy 1998 Trust u/a/d 5/11/98 6,468 $212,668
Berenson, David 1,034 $33,998
Berenson, Joan 1,382 $45,440
Berenson, Richard 842 $27,685
Berenson, Robert 1,762 $57,935
Berger, Alice C. 374 $12,297
Bianculli, Louis 5,604 $184,260
Bierman, Jacquin 5,376 $176,763
Blumenthal, Joel Marie 154 $5,064
Braverman, Madlyn 75,434 $2,480,270
Bonk, Chris 35,032 $1,151,852
Burack, Daniel A. 176 $5,787
Carb, Sally 1,793 $58,954
Carney, Margaret R. 1,419 $46,657
Carney, Thomas 0 $0
CHAMBERS, ROBERT 8,183 $269,057
CHO Enterprises 5,364 $176,368
Damson, Barrie 1,144 $37,615
Dembner, Shirley 223 $7,332
Dembner, Shirley UGMA for Lindsey Dembner 3,462 $113,831
Doner, Max 3,364 $110,608
Downey, Michael 83,226 $2,736,471
Dryfoos, Jacqueline 962 $31,631
Dubrowski, Raymond 2,304 $75,756
Elson, Edward E. 1,760 $57,869
Evans, Ben 104 $3,420
Field, Walter L. 1,680 $55,238
Jesse Fierstein & Co. 4,045 $133,000
Fischer, Alan A. 3,364 $110,608
Freedman, Robert 5,770 $189,718
Gershon, Estate of Murray 10,494 $345,043
Getz, Howard 333 $10,949
Getz, Sandra 7,328 $240,945
Getz, Sandra & Howard 748 $24,594
Gold, Frederica 414 $13,612
Ginsberg, Adele 932 $23,300
Ginsberg, Benedict 0 $0
Goldberg, Clarence 916 $30,118
Goldring, Stanley 10,833 $356,189
</TABLE>
<PAGE> 46
<TABLE>
<CAPTION>
-----------------------------------------------------------------
Percentage
Common Total Total Percentage
Units Units Value Interest
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Vornado Realty Trust 99,736,138 (1) $3,323,443,031 75.3327%
VORNADO REALTY TRUST 47.5169%
Vornado Finance Corp 37.7550%
Vornado Investment Corporation 3.9236%
40 East 14 Realty Associates 0.0000%
General Partnership 1.7541%
825 Seventh Avenue Holding Corporation 0.2520%
Menands Holdings Corporation 0.5741%
Two Guys From Harrison, N.Y. , Inc. 0.1936%
Washington Design Center, L.L.C. 0.0000% 300,000 $15,000,000 0.3400%
Fourth & D Street Partners LP
Merchandise Mart Owners, L.L.C. 0.0000% 1,049,349 $52,467,450 1.1893%
Merchandise Mart Enterprises, L.L.C. 0.4237% 395,967 $13,019,395 0.2951%
World Trade Center Chicago, L.L.C. 0.0256% 23,948 $787,410 0.0178%
Greene Street 1998 Exchange Fund L.P. 0.0000% 3,500,000 $87,500,000 1.9834%
Commonwealth Atlantic Properties Inc. 0.0000% 3,899,333 $194,966,650 4.4193%
Commonwealth Atlantic - Crystal City OP Holding Inc. 0.0000% 1,098,667 $54,933,350 1.2452%
GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, LP 0.0000% 8,000,000 $200,000,000 4.5334%
TMCT II, LLC 0.0000% 5,000,000 $125,000,000 2.8334%
Meadowbrook Equity Fund II, LLC. 0.0000% 549,336 $27,466,800 0.6226%
Jacob H Froelich, Jr. 0.2166% 352,478 $14,158,624 0.3209%
S.D. Phillips 0.0000% 9,976 $498,800 0.0113%
George W Lyles 0.0000% 70,044 $3,502,200 0.0794%
Canoe House Partners, LLC 0.0000% 200,090 $10,004,500 0.2268%
Roaring Gap Limited Partnership 0.0000% 290,158 $14,507,900 0.3289%
Phillips Property Company, LLC 0.0000% 27,577 $1,378,850 0.0313%
Newkirk Partners (See attached schedule) 1.5328% 1,432,452 $47,099,022 1.0676%
THE MENDIK PARTNERSHIP, L.P. 0.8188% 765,183 $25,159,217 0.5703%
Mendik Holdings L.L.C. 1.8909% 1,767,035 $58,100,111 1.3170%
MENDIK REALTY COMPANY, INC. 0.0000% 0 $0 0.0000%
FW / Mendik REIT, L.L.C. (2) 0.5206% 486,540 $15,997,435 0.3626%
Mendik RELP Corp. 0.0009% 846 $27,816 0.0006%
2750 Associates 0.0000% 0 $0 0.0000%
2750 Associates Limited Partnership 0.0029% 2,704 $88,908 0.0020%
Abrams, Trust U/W/O Ralph 0.0078% 7,244 $238,183 0.0054%
ACI Associates 0.0011% 1,057 $34,754 0.0008%
Adler, Robert 0.0027% 2,496 $82,068 0.0019%
Allen & Company Incorporated 0.0019% 1,760 $57,869 0.0013%
Allen, C. Robert III 0.0009% 880 $28,934 0.0007%
AMES, EUGENIA 0.0000% 0 $0 0.0000%
Alpert, Vicki 0.0056% 5,228 $171,897 0.0039%
Ambassador Construction Company, Inc. 0.0299% 27,939 $918,634 0.0208%
Aschendorf- Shasha, Ellen 0.0018% 1,710 $56,225 0.0013%
Ash, Herbert 0.0002% 154 $5,064 0.0001%
Aubert, Lysa FBO UWO Barbara Schwartz 0.0049% 4,534 $149,078 0.0034%
Aubert, Lysa FBO UWO Ellis Schwartz 0.0000% 0 $0 0.0000%
Barr, Thomas 0.0020% 1,844 $60,631 0.0014%
Barkin, Leonard 0.0010% 962 $31,631 0.0007%
Batkin, Nancy 0.0000% 0 $0 0.0000%
Batkin, Nancy 1998 Trust u/a/d 5/11/98 0.0069% 6,468 $212,668 0.0048%
Berenson, David 0.0011% 1,034 $33,998 0.0008%
Berenson, Joan 0.0015% 1,382 $45,440 0.0010%
Berenson, Richard 0.0009% 842 $27,685 0.0006%
Berenson, Robert 0.0019% 1,762 $57,935 0.0013%
Berger, Alice C. 0.0004% 374 $12,297 0.0003%
Bianculli, Louis 0.0060% 5,604 $184,260 0.0042%
Bierman, Jacquin 0.0058% 5,376 $176,763 0.0040%
Blumenthal, Joel Marie 0.0002% 154 $5,064 0.0001%
Braverman, Madlyn 0.0807% 75,434 $2,480,270 0.0562%
Bonk, Chris 0.0375% 35,032 $1,151,852 0.0261%
Burack, Daniel A. 0.0002% 176 $5,787 0.0001%
Carb, Sally 0.0019% 1,793 $58,954 0.0013%
Carney, Margaret R. 0.0015% 1,419 $46,657 0.0011%
Carney, Thomas 0.0000% 0 $0 0.0000%
CHAMBERS, ROBERT 0.0088% 8,183 $269,057 0.0061%
CHO Enterprises 0.0057% 5,364 $176,368 0.0040%
Damson, Barrie 0.0012% 1,144 $37,615 0.0009%
Dembner, Shirley 0.0002% 223 $7,332 0.0002%
Dembner, Shirley UGMA for Lindsey Dembner 0.0037% 3,462 $113,831 0.0026%
Doner, Max 0.0036% 3,364 $110,608 0.0025%
Downey, Michael 0.0891% 83,226 $2,736,471 0.0620%
Dryfoos, Jacqueline 0.0010% 962 $31,631 0.0007%
Dubrowski, Raymond 0.0025% 2,304 $75,756 0.0017%
Elson, Edward E. 0.0019% 1,760 $57,869 0.0013%
Evans, Ben 0.0001% 104 $3,420 0.0001%
Field, Walter L. 0.0018% 1,680 $55,238 0.0013%
Jesse Fierstein & Co. 0.0043% 4,045 $133,000 0.0030%
Fischer, Alan A. 0.0036% 3,364 $110,608 0.0025%
Freedman, Robert 0.0062% 5,770 $189,718 0.0043%
Gershon, Estate of Murray 0.0112% 10,494 $345,043 0.0078%
Getz, Howard 0.0004% 333 $10,949 0.0002%
Getz, Sandra 0.0078% 7,328 $240,945 0.0055%
Getz, Sandra & Howard 0.0008% 748 $24,594 0.0006%
Gold, Frederica 0.0004% 414 $13,612 0.0003%
Ginsberg, Adele 0.0010% 932 $23,300 0.0005%
Ginsberg, Benedict 0.0000% 0 $0 0.0000%
Goldberg, Clarence 0.0010% 916 $30,118 0.0007%
Goldring, Stanley 0.0116% 10,833 $356,189 0.0081%
</TABLE>
<PAGE> 47
<TABLE>
<CAPTION>
---------------------------------------------------------
Series D-2 Value Percentage Series D-3
Preferred of of Preferred
Units Series D-2 Series D-2 Units
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry
Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
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
</TABLE>
<PAGE> 48
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Value Percentage Series D-4 Value Percentage Series E-1
of of Preferred of of Preferred
Series D-3 Series D-3 Units Series D-4 Series D-4 Units
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
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
</TABLE>
<PAGE> 49
<TABLE>
<CAPTION>
-----------------------------------
Value Percentage
of of
Series E-1 Series E-1
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Goldschmidt, Beatrice
GOLDSCHMIDT, CHARLES
Goldschmidt, Edward
Goldschmidt, C. Trust U/A/D 7/11/90
GOLDSCHMIDT, LAWRENCE
Goldschmidt, Peter
Goldschmidt, Richard
Gordon, Melvin
Gorfinkle, Alaine
GORFINKLE, LAWRENCE
Gould Investors, L.P.
GREEN, BERNARD
Green, Barbara
GREENBAUM, DAVID R.
Greif, Goldie
Gutenberg, Bernice
H L Silbert trustee U/W of H A Goldman
Hagler, Philip
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98
Harteveldt, Robert L.
Hassler, Jane
Hauser, Rita F.
Hirsch, Phillip J.
Hirsch, Judith
Hrusha, Alan
Hutner, Anne Trust F/B/O
Hutner, Estate of Irwin
INS Realty Associates
Fierstein Co.
Jaffe, Elizabeth
Jones, Hazel
Kaufman, Robert M.
Klein, Robin
KNATTEN INC.
Knight, Laureine
Komaroff, Stanley
Kosloff, Andrea
Kosloff, Andrea UGMA for Adam Kosloff
Kosloff, Andrea UGMA for Justin Kosloff
Koven, Irving
Koven, Corey
Koven , Esther
Kowal, Myron as Custodian for Andrew Kowal
Kramer, Irwin H & Terry Allen JTWROS
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust
Kramer, Saul
KUHN, JAMES D.
Kuhn, Leo
Kurshan, Herbert
Langenmyer Co.
Lauder, Leonard
Lauder, Ronald
Leff, Joseph
Leff, Valerie
Lefkowitz, Howard
LeRoy Partners
Liroff, Harriett
Liroff, Richard
Loewengart, Irene
Lovitz, David
M. WESTPORT ASSOCIATES
M-L Three
Maayan Partners
Magid, Eleanore
Mahoney, David J.
Mank, Edward H.
Marvin, Morton
Marvin, Suzanne
Maynard, Jean
Mazer, David
Mazer, Richard
McKee, William S.
Meister, Robert A.
MENDIK, BERNARD
Mendik, Susan
Mendik, Susan Trust u/w/o Jean A. Batkin
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein
Mil Equities
Myers Group III, Inc.
Myers Group IV, Inc.
Myers, Israel
Nevas, Alan
Nevas, Leo
Nicardo Corporation
Novick, Lawrence
OESTREICH, DAVID A.
OESTREICH, JOAN E.
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
</TABLE>
<PAGE> 50
<TABLE>
<CAPTION>
------------------------------------------------
Common Units
------------------------------------------------
A C D E
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Goldschmidt, Beatrice 22,045
GOLDSCHMIDT, CHARLES 21 10,752
Goldschmidt, Edward 12,842
Goldschmidt, C. Trust U/A/D 7/11/90 0
GOLDSCHMIDT, LAWRENCE 21 92,454
Goldschmidt, Peter 2,796
Goldschmidt, Richard 2,796
Gordon, Melvin 440
Gorfinkle, Alaine 664
GORFINKLE, LAWRENCE 21 3,830
Gould Investors, L.P. 458,964
GREEN, BERNARD 8,548
Green, Barbara 8,546
GREENBAUM, DAVID R. 0
Greif, Goldie 6,724
Gutenberg, Bernice 688
H L Silbert trustee U/W of H A Goldman 19,976
Hagler, Philip 0
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98 77 14,631
Harteveldt, Robert L. 5,128
Hassler, Jane 2,797
Hauser, Rita F. 1,760
Hirsch, Phillip J. 338
Hirsch, Judith 338
Hrusha, Alan 1,844
Hutner, Anne Trust F/B/O 15,944
Hutner, Estate of Irwin 0
INS Realty Associates 0
Fierstein Co. 28,415
Jaffe, Elizabeth 76
Jones, Hazel 2,496
Kaufman, Robert M. 338
Klein, Robin 3,364
KNATTEN INC. 248,682
Knight, Laureine 10,242
Komaroff, Stanley 576
Kosloff, Andrea 78
Kosloff, Andrea UGMA for Adam Kosloff 2,116
Kosloff, Andrea UGMA for Justin Kosloff 2,116
Koven, Irving 0
Koven, Corey 2,791
Koven , Esther 14,400
Kowal, Myron as Custodian for Andrew Kowal 0
Kramer, Irwin H & Terry Allen JTWROS 1,760
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust 1,760
Kramer, Saul 652
KUHN, JAMES D. 2,054 151,217
Kuhn, Leo 902
Kurshan, Herbert 2,496
Langenmyer Co. 880
Lauder, Leonard 4,660
Lauder, Ronald 4,660
Leff, Joseph 3,364
Leff, Valerie 3,364
Lefkowitz, Howard 414
LeRoy Partners 0
Liroff, Harriett 12,166
Liroff, Richard 1,532
Loewengart, Irene 1,664
Lovitz, David 2,244
M. WESTPORT ASSOCIATES 1,365
M-L Three 1,760
Maayan Partners 9,616
Magid, Eleanore 2,326
Mahoney, David J. 1,760
Mank, Edward H. 1,760
Marvin, Morton 914
Marvin, Suzanne 76
Maynard, Jean 2,304
Mazer, David 6,724
Mazer, Richard 6,724
McKee, William S. 264
Meister, Robert A. 880
MENDIK, BERNARD 0
Mendik, Susan 976 930
Mendik, Susan Trust u/w/o Jean A. Batkin 58 4,474
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein 10,256
Mil Equities 6,667
Myers Group III, Inc. 17,641
Myers Group IV, Inc. 126,979
Myers, Israel 880
Nevas, Alan 1,636
Nevas, Leo 3,271
Nicardo Corporation 0
Novick, Lawrence 154
OESTREICH, DAVID A. 43 38,808
OESTREICH, JOAN E. 43 38,802
OESTREICH, SOPHY 0
Oppenheimer, Martin J. 338
Oppenheimer, Suzanne 338
Oshatz, Michael P. 0
Phillips, Family Trust UWO Edith 0
Phillips, Jonathan 3,364
Phillips, Lynn 3,364
Phillips, Estate of John D. 0
Plum Partners L.P. 0
Prentice Revocable Trust, 12/12/75 2,601
RCAY S.A. 0
Reichler, Richard 5,400
Reingold, Suzy 224 4,888
Roberts, H. Richard 39,426
</TABLE>
<PAGE> 51
<TABLE>
<CAPTION>
-------------------------------------
Total Value Percentage
Common Common Common
Units Units Units
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Goldschmidt, Beatrice 22,045 $724,840 0.0236%
GOLDSCHMIDT, CHARLES 10,773 $354,216 0.0115%
Goldschmidt, Edward 12,842 $422,245 0.0137%
Goldschmidt, C. Trust U/A/D 7/11/90 0 $0 0.0000%
GOLDSCHMIDT, LAWRENCE 92,475 $3,040,578 0.0990%
Goldschmidt, Peter 2,796 $91,932 0.0030%
Goldschmidt, Richard 2,796 $91,932 0.0030%
Gordon, Melvin 440 $14,467 0.0005%
Gorfinkle, Alaine 664 $21,832 0.0007%
GORFINKLE, LAWRENCE 3,851 $126,621 0.0041%
Gould Investors, L.P. 458,964 $15,090,736 0.4911%
GREEN, BERNARD 8,548 $281,058 0.0091%
Green, Barbara 8,546 $280,992 0.0091%
GREENBAUM, DAVID R. 0 $0 0.0000%
Greif, Goldie 6,724 $221,085 0.0072%
Gutenberg, Bernice 688 $22,621 0.0007%
H L Silbert trustee U/W of H A Goldman 19,976 $656,811 0.0214%
Hagler, Philip 0 $0 0.0000%
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98 14,708 $483,599 0.0157%
Harteveldt, Robert L. 5,128 $168,609 0.0055%
Hassler, Jane 2,797 $91,965 0.0030%
Hauser, Rita F. 1,760 $57,869 0.0019%
Hirsch, Phillip J. 338 $11,113 0.0004%
Hirsch, Judith 338 $11,113 0.0004%
Hrusha, Alan 1,844 $60,631 0.0020%
Hutner, Anne Trust F/B/O 15,944 $524,239 0.0171%
Hutner, Estate of Irwin 0 $0 0.0000%
INS Realty Associates 0 $0 0.0000%
Fierstein Co. 28,415 $934,285 0.0304%
Jaffe, Elizabeth 76 $2,499 0.0001%
Jones, Hazel 2,496 $82,068 0.0027%
Kaufman, Robert M. 338 $11,113 0.0004%
Klein, Robin 3,364 $110,608 0.0036%
KNATTEN INC. 248,682 $8,176,664 0.2661%
Knight, Laureine 10,242 $336,757 0.0110%
Komaroff, Stanley 576 $18,939 0.0006%
Kosloff, Andrea 78 $2,565 0.0001%
Kosloff, Andrea UGMA for Adam Kosloff 2,116 $69,574 0.0023%
Kosloff, Andrea UGMA for Justin Kosloff 2,116 $69,574 0.0023%
Koven, Irving 0 $0 0.0000%
Koven, Corey 2,791 $91,768 0.0030%
Koven , Esther 14,400 $473,472 0.0154%
Kowal, Myron as Custodian for Andrew Kowal 0 $0 0.0000%
Kramer, Irwin H & Terry Allen JTWROS 1,760 $57,869 0.0019%
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust 1,760 $57,869 0.0019%
Kramer, Saul 652 $21,438 0.0007%
KUHN, JAMES D. 153,271 $5,039,550 0.1640%
Kuhn, Leo 902 $29,658 0.0010%
Kurshan, Herbert 2,496 $82,068 0.0027%
Langenmyer Co. 880 $28,934 0.0009%
Lauder, Leonard 4,660 $153,221 0.0050%
Lauder, Ronald 4,660 $153,221 0.0050%
Leff, Joseph 3,364 $110,608 0.0036%
Leff, Valerie 3,364 $110,608 0.0036%
Lefkowitz, Howard 414 $13,612 0.0004%
LeRoy Partners 0 $0 0.0000%
Liroff, Harriett 12,166 $400,018 0.0130%
Liroff, Richard 1,532 $50,372 0.0016%
Loewengart, Irene 1,664 $54,712 0.0018%
Lovitz, David 2,244 $73,783 0.0024%
M. WESTPORT ASSOCIATES 1,365 $44,881 0.0015%
M-L Three 1,760 $57,869 0.0019%
Maayan Partners 9,616 $316,174 0.0103%
Magid, Eleanore 2,326 $76,479 0.0025%
Mahoney, David J. 1,760 $57,869 0.0019%
Mank, Edward H. 1,760 $57,869 0.0019%
Marvin, Morton 914 $30,052 0.0010%
Marvin, Suzanne 76 $2,499 0.0001%
Maynard, Jean 2,304 $75,756 0.0025%
Mazer, David 6,724 $221,085 0.0072%
Mazer, Richard 6,724 $221,085 0.0072%
McKee, William S. 264 $8,680 0.0003%
Meister, Robert A. 880 $28,934 0.0009%
MENDIK, BERNARD 0 $0 0.0000%
Mendik, Susan 1,906 $62,669 0.0020%
Mendik, Susan Trust u/w/o Jean A. Batkin 4,532 $149,012 0.0048%
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein 10,256 $337,217 0.0110%
Mil Equities 6,667 $219,211 0.0071%
Myers Group III, Inc. 17,641 $580,036 0.0189%
Myers Group IV, Inc. 126,979 $4,175,070 0.1359%
Myers, Israel 880 $28,934 0.0009%
Nevas, Alan 1,636 $53,792 0.0018%
Nevas, Leo 3,271 $107,550 0.0035%
Nicardo Corporation 0 $0 0.0000%
Novick, Lawrence 154 $5,064 0.0002%
OESTREICH, DAVID A. 38,851 $1,277,421 0.0416%
OESTREICH, JOAN E. 38,845 $1,277,224 0.0416%
OESTREICH, SOPHY 0 $0 0.0000%
Oppenheimer, Martin J. 338 $11,113 0.0004%
Oppenheimer, Suzanne 338 $11,113 0.0004%
Oshatz, Michael P. 0 $0 0.0000%
Phillips, Family Trust UWO Edith 0 $0 0.0000%
Phillips, Jonathan 3,364 $110,608 0.0036%
Phillips, Lynn 3,364 $110,608 0.0036%
Phillips, Estate of John D. 0 $0 0.0000%
Plum Partners L.P. 0 $0 0.0000%
Prentice Revocable Trust, 12/12/75 2,601 $85,521 0.0028%
RCAY S.A. 0 $0 0.0000%
Reichler, Richard 5,400 $177,552 0.0058%
Reingold, Suzy 5,112 $168,083 0.0055%
Roberts, H. Richard 39,426 $1,296,327 0.0422%
</TABLE>
<PAGE> 52
<TABLE>
<CAPTION>
----------------------------------------------
Total Total Percentage
Units Value Interest
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Goldschmidt, Beatrice 22,045 $724,840 0.0164%
GOLDSCHMIDT, CHARLES 10,773 $354,216 0.0080%
Goldschmidt, Edward 12,842 $422,245 0.0096%
Goldschmidt, C. Trust U/A/D 7/11/90 0 $0 0.0000%
GOLDSCHMIDT, LAWRENCE 92,475 $3,040,578 0.0689%
Goldschmidt, Peter 2,796 $91,932 0.0021%
Goldschmidt, Richard 2,796 $91,932 0.0021%
Gordon, Melvin 440 $14,467 0.0003%
Gorfinkle, Alaine 664 $21,832 0.0005%
GORFINKLE, LAWRENCE 3,851 $126,621 0.0029%
Gould Investors, L.P. 458,964 $15,090,736 0.3421%
GREEN, BERNARD 8,548 $281,058 0.0064%
Green, Barbara 8,546 $280,992 0.0064%
GREENBAUM, DAVID R. 0 $0 0.0000%
Greif, Goldie 6,724 $221,085 0.0050%
Gutenberg, Bernice 688 $22,621 0.0005%
H L Silbert trustee U/W of H A Goldman 19,976 $656,811 0.0149%
Hagler, Philip 0 $0 0.0000%
HAGLER, PHILIP TRUSTEE HAGLER FAMILY TRUST U/A 6/98 14,708 $483,599 0.0110%
Harteveldt, Robert L. 5,128 $168,609 0.0038%
Hassler, Jane 2,797 $91,965 0.0021%
Hauser, Rita F. 1,760 $57,869 0.0013%
Hirsch, Phillip J. 338 $11,113 0.0003%
Hirsch, Judith 338 $11,113 0.0003%
Hrusha, Alan 1,844 $60,631 0.0014%
Hutner, Anne Trust F/B/O 15,944 $524,239 0.0119%
Hutner, Estate of Irwin 0 $0 0.0000%
INS Realty Associates 0 $0 0.0000%
Fierstein Co. 28,415 $934,285 0.0212%
Jaffe, Elizabeth 76 $2,499 0.0001%
Jones, Hazel 2,496 $82,068 0.0019%
Kaufman, Robert M. 338 $11,113 0.0003%
Klein, Robin 3,364 $110,608 0.0025%
KNATTEN INC. 248,682 $8,176,664 0.1853%
Knight, Laureine 10,242 $336,757 0.0076%
Komaroff, Stanley 576 $18,939 0.0004%
Kosloff, Andrea 78 $2,565 0.0001%
Kosloff, Andrea UGMA for Adam Kosloff 2,116 $69,574 0.0016%
Kosloff, Andrea UGMA for Justin Kosloff 2,116 $69,574 0.0016%
Koven, Irving 0 $0 0.0000%
Koven, Corey 2,791 $91,768 0.0021%
Koven , Esther 14,400 $473,472 0.0107%
Kowal, Myron as Custodian for Andrew Kowal 0 $0 0.0000%
Kramer, Irwin H & Terry Allen JTWROS 1,760 $57,869 0.0013%
Kramer, Irwin H & Terry Allen tt for the Terry Allen Kramer Trust 1,760 $57,869 0.0013%
Kramer, Saul 652 $21,438 0.0005%
KUHN, JAMES D. 153,271 $5,039,550 0.1142%
Kuhn, Leo 902 $29,658 0.0007%
Kurshan, Herbert 2,496 $82,068 0.0019%
Langenmyer Co. 880 $28,934 0.0007%
Lauder, Leonard 4,660 $153,221 0.0035%
Lauder, Ronald 4,660 $153,221 0.0035%
Leff, Joseph 3,364 $110,608 0.0025%
Leff, Valerie 3,364 $110,608 0.0025%
Lefkowitz, Howard 414 $13,612 0.0003%
LeRoy Partners 0 $0 0.0000%
Liroff, Harriett 12,166 $400,018 0.0091%
Liroff, Richard 1,532 $50,372 0.0011%
Loewengart, Irene 1,664 $54,712 0.0012%
Lovitz, David 2,244 $73,783 0.0017%
M. WESTPORT ASSOCIATES 1,365 $44,881 0.0010%
M-L Three 1,760 $57,869 0.0013%
Maayan Partners 9,616 $316,174 0.0072%
Magid, Eleanore 2,326 $76,479 0.0017%
Mahoney, David J. 1,760 $57,869 0.0013%
Mank, Edward H. 1,760 $57,869 0.0013%
Marvin, Morton 914 $30,052 0.0007%
Marvin, Suzanne 76 $2,499 0.0001%
Maynard, Jean 2,304 $75,756 0.0017%
Mazer, David 6,724 $221,085 0.0050%
Mazer, Richard 6,724 $221,085 0.0050%
McKee, William S. 264 $8,680 0.0002%
Meister, Robert A. 880 $28,934 0.0007%
MENDIK, BERNARD 0 $0 0.0000%
Mendik, Susan 1,906 $62,669 0.0014%
Mendik, Susan Trust u/w/o Jean A. Batkin 4,532 $149,012 0.0034%
L.C. Migdal & Ellin Kalmus, Trustees of Murray Silberstein 10,256 $337,217 0.0076%
Mil Equities 6,667 $219,211 0.0050%
Myers Group III, Inc. 17,641 $580,036 0.0131%
Myers Group IV, Inc. 126,979 $4,175,070 0.0946%
Myers, Israel 880 $28,934 0.0007%
Nevas, Alan 1,636 $53,792 0.0012%
Nevas, Leo 3,271 $107,550 0.0024%
Nicardo Corporation 0 $0 0.0000%
Novick, Lawrence 154 $5,064 0.0001%
OESTREICH, DAVID A. 38,851 $1,277,421 0.0290%
OESTREICH, JOAN E. 38,845 $1,277,224 0.0290%
OESTREICH, SOPHY 0 $0 0.0000%
Oppenheimer, Martin J. 338 $11,113 0.0003%
Oppenheimer, Suzanne 338 $11,113 0.0003%
Oshatz, Michael P. 0 $0 0.0000%
Phillips, Family Trust UWO Edith 0 $0 0.0000%
Phillips, Jonathan 3,364 $110,608 0.0025%
Phillips, Lynn 3,364 $110,608 0.0025%
Phillips, Estate of John D. 0 $0 0.0000%
Plum Partners L.P. 0 $0 0.0000%
Prentice Revocable Trust, 12/12/75 2,601 $85,521 0.0019%
RCAY S.A. 0 $0 0.0000%
Reichler, Richard 5,400 $177,552 0.0040%
Reingold, Suzy 5,112 $168,083 0.0038%
Roberts, H. Richard 39,426 $1,296,327 0.0294%
</TABLE>
<PAGE> 53
<TABLE>
<CAPTION>
Series D-2 Value Percentage
Preferred of of
Units Series D-2 Series D-2
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roche, Sara
Rolfe, Ronald
Root, Leon
Rosenberg, Ilse
Rosenheim, Edna Revocable Living Trust
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Samuel Trust UWO Barbara Schwartz
Schwartz, Samuel Trust FBO UWO Ellis Schwartz
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
Schwartz, Carolynn Trust FBO 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
Shuman, Stanley S.
Silberstein, John J.
Silbert, Harvey I.
Silbert, Harvey I., Trustee u/w Harry A. Goldman
Simons, Robert
Simons, Robert - Estate of
Sims, David
Skoker, Saul
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Strauss, Melville
Sussman, Walter
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Tessler, Allan R.
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
WESTGOMA ASSOCIATES
Wexler, Monte
Wexner, Leslie H.
Williams, John
WSNH Partners
Zecap Associates
-----------------------------------------------
TOTAL 549,336 $27,466,800 100.00%
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 54
<TABLE>
<CAPTION>
------------------------------------------------
Series D-3 Value Percentage
Preferred of of
Units Series D-3 Series D-3
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roche, Sara
Rolfe, Ronald
Root, Leon
Rosenberg, Ilse
Rosenheim, Edna Revocable Living Trust
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Samuel Trust UWO Barbara Schwartz
Schwartz, Samuel Trust FBO UWO Ellis Schwartz
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
Schwartz, Carolynn Trust FBO 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
Shuman, Stanley S.
Silberstein, John J.
Silbert, Harvey I.
Silbert, Harvey I., Trustee u/w Harry A. Goldman
Simons, Robert
Simons, Robert - Estate of
Sims, David
Skoker, Saul
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Strauss, Melville
Sussman, Walter
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Tessler, Allan R.
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
WESTGOMA ASSOCIATES
Wexler, Monte
Wexner, Leslie H.
Williams, John
WSNH Partners
Zecap Associates
---------------------------------------------------------
TOTAL $8,000,000 200,000,000 100.00%
---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 55
<TABLE>
<CAPTION>
----------------------------------------------
Series D-4 Value Percentage
Preferred of of
Units Series D-4 Series D-4
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roche, Sara
Rolfe, Ronald
Root, Leon
Rosenberg, Ilse
Rosenheim, Edna Revocable Living Trust
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Samuel Trust UWO Barbara Schwartz
Schwartz, Samuel Trust FBO UWO Ellis Schwartz
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
Schwartz, Carolynn Trust FBO 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
Shuman, Stanley S.
Silberstein, John J.
Silbert, Harvey I.
Silbert, Harvey I., Trustee u/w Harry A. Goldman
Simons, Robert
Simons, Robert - Estate of
Sims, David
Skoker, Saul
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Strauss, Melville
Sussman, Walter
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Tessler, Allan R.
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
WESTGOMA ASSOCIATES
Wexler, Monte
Wexner, Leslie H.
Williams, John
WSNH Partners
Zecap Associates
-----------------------------------------------
TOTAL 5,000,000 $125,000,000 100.00%
---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 56
<TABLE>
<CAPTION>
----------------------------------------------------
Series E-1 Value Percentage
Preferred of of
Units Series E-1 Series E-1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roche, Sara
Rolfe, Ronald
Root, Leon
Rosenberg, Ilse
Rosenheim, Edna Revocable Living Trust
Rosenzveig, Abraham
Rubashkin, Martin
Rubin, Murray M.
Sahid, Joseph
Saunders, Paul
Saul, Andrew
Schacht, Ronald
Schwartz, Samuel Trust UWO Barbara Schwartz
Schwartz, Samuel Trust FBO UWO Ellis Schwartz
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz
Schwartz, Carolynn Trust FBO 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
Shuman, Stanley S.
Silberstein, John J.
Silbert, Harvey I.
Silbert, Harvey I., Trustee u/w Harry A. Goldman
Simons, Robert
Simons, Robert - Estate of
Sims, David
Skoker, Saul
Slaner, Estate of Alfred P.
Steiner, Phillip Harry
Steiner, Richard Harris
Strauss, Melville
Sussman, Walter
Tannenbaum, Bernard
Tannenbaum, Bernice
Tartikoff Living Trust
Tessler, Allan R.
Winik, Trust U/W/O Carolyn
Watt, Emily
Wang, Kevin
Weissman, Sheila
WESTGOMA ASSOCIATES
Wexler, Monte
Wexner, Leslie H.
Williams, John
WSNH Partners
Zecap Associates
-----------------------------------------------------------
TOTAL 4,998,000 249,900,000 100.00%
---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 57
<TABLE>
<CAPTION>
---------------------------------------------------------
Common Units
---------------------------------------------------------
A C D E
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Roche, Sara 3,364
Rolfe, Ronald 1,844
Root, Leon 440
Rosenberg, Ilse 576
Rosenheim, Edna Revocable Living Trust 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, Samuel Trust UWO Barbara Schwartz 4,278
Schwartz, Samuel Trust FBO UWO Ellis Schwartz 256
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz 4,278
Schwartz, Carolynn Trust FBO UWO Ellis Schwartz 256
Shapiro, Howard 932
Shapiro, Howard A. 0
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
Shuman, Stanley S. 1,760
Silberstein, John J. 75,140
Silbert, Harvey I. 57,409
Silbert, Harvey I., Trustee u/w Harry A. Goldman 18,716
Simons, Robert 0
Simons, Robert - Estate of 3,364
Sims, David 52,938
Skoker, Saul 880
Slaner, Estate of Alfred P. 0
Steiner, Phillip Harry 1,124
Steiner, Richard Harris 1,124
Strauss, Melville 880
Sussman, Walter 930
Tannenbaum, Bernard 912
Tannenbaum, Bernice 76
Tartikoff Living Trust 3,364
Tessler, Allan R. 880
Winik, Trust U/W/O Carolyn 3,364
Watt, Emily 1,332
Wang, Kevin 72,458
Weissman, Sheila 664
WESTGOMA ASSOCIATES 0
Wexler, Monte 176
Wexner, Leslie H. 10,563
Williams, John 2,244
WSNH Partners 2,641
Zecap Associates 106,683
------------------------------------------------------
TOTAL 88,661,032 3,533,696 1,256,908 0
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 58
<TABLE>
<CAPTION>
--------------------------------------------
Total Value Percentage
Common Common Common
Units Units Units
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roche, Sara 3,364 $110,608 0.0036%
Rolfe, Ronald 1,844 $60,631 0.0020%
Root, Leon 440 $14,467 0.0005%
Rosenberg, Ilse 576 $18,939 0.0006%
Rosenheim, Edna Revocable Living Trust 1,124 $36,957 0.0012%
Rosenzveig, Abraham 3,744 $123,103 0.0040%
Rubashkin, Martin 460 $15,125 0.0005%
Rubin, Murray M. 3,364 $110,608 0.0036%
Sahid, Joseph 1,844 $60,631 0.0020%
Saunders, Paul 1,844 $60,631 0.0020%
Saul, Andrew 20,196 $664,044 0.0216%
Schacht, Ronald 988 $32,485 0.0011%
Schwartz, Samuel Trust UWO Barbara Schwartz 4,278 $140,661 0.0046%
Schwartz, Samuel Trust FBO UWO Ellis Schwartz 256 $8,417 0.0003%
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz 4,278 $140,661 0.0046%
Schwartz, Carolynn Trust FBO UWO Ellis Schwartz 256 $8,417 0.0003%
Shapiro, Howard 932 $30,644 0.0010%
Shapiro, Howard A. 0 $0 0.0000%
Shapiro, Robert I. 3,364 $110,608 0.0036%
Shasha, Alfred 5,770 $189,718 0.0062%
Shasha, Alfred A. & Hanina 7,484 $246,074 0.0080%
Shasha, Alfred & Hanina Trustees UTA 6/8/94 13,676 $449,667 0.0146%
Shasha, Robert Y. 1,710 $56,225 0.0018%
Shasha-Kupchick, Leslie 3,418 $112,384 0.0037%
Sheridan Family Partners, L.P. 15,944 $524,239 0.0171%
Shine, William 2,766 $90,946 0.0030%
Shuman, Stanley S. 1,760 $57,869 0.0019%
Silberstein, John J. 75,140 $2,470,603 0.0804%
Silbert, Harvey I. 57,409 $1,887,608 0.0614%
Silbert, Harvey I., Trustee u/w Harry A. Goldman 18,716 $47,383,515 0.0200%
Simons, Robert 0 $0 0.0000%
Simons, Robert - Estate of 3,364 $110,608 0.0036%
Sims, David 52,938 $1,740,601 0.0566%
Skoker, Saul 880 $28,934 0.0009%
Slaner, Estate of Alfred P. 0 $0 0.0000%
Steiner, Phillip Harry 1,124 $36,957 0.0012%
Steiner, Richard Harris 1,124 $36,957 0.0012%
Strauss, Melville 880 $28,934 0.0009%
Sussman, Walter 930 $30,578 0.0010%
Tannenbaum, Bernard 912 $29,987 0.0010%
Tannenbaum, Bernice 76 $2,499 0.0001%
Tartikoff Living Trust 3,364 $110,608 0.0036%
Tessler, Allan R. 880 $28,934 0.0009%
Winik, Trust U/W/O Carolyn 3,364 $110,608 0.0036%
Watt, Emily 1,332 $43,796 0.0014%
Wang, Kevin 72,458 $2,382,419 0.0775%
Weissman, Sheila 664 $21,832 0.0007%
WESTGOMA ASSOCIATES 0 $0 0.0000%
Wexler, Monte 176 $5,787 0.0002%
Wexner, Leslie H. 10,563 $347,311 0.0113%
Williams, John 2,244 $73,783 0.0024%
WSNH Partners 2,641 $86,836 0.0028%
Zecap Associates 106,683 $3,507,737 0.1142%
--------------------------------------------------
TOTAL 93,451,636 3,119,450,580 100.0000%
----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 59
<TABLE>
<CAPTION>
----------------------------------------------------------
Total Total Percentage
Units Value Interest
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Roche, Sara 3,364 $110,608 0.0025%
Rolfe, Ronald 1,844 $60,631 0.0014%
Root, Leon 440 $14,467 0.0003%
Rosenberg, Ilse 576 $18,939 0.0004%
Rosenheim, Edna Revocable Living Trust 1,124 $36,957 0.0008%
Rosenzveig, Abraham 3,744 $123,103 0.0028%
Rubashkin, Martin 460 $15,125 0.0003%
Rubin, Murray M. 3,364 $110,608 0.0025%
Sahid, Joseph 1,844 $60,631 0.0014%
Saunders, Paul 1,844 $60,631 0.0014%
Saul, Andrew 20,196 $664,044 0.0151%
Schacht, Ronald 988 $32,485 0.0007%
Schwartz, Samuel Trust UWO Barbara Schwartz 4,278 $140,661 0.0032%
Schwartz, Samuel Trust FBO UWO Ellis Schwartz 256 $8,417 0.0002%
Schwartz, Carolynn Trust FBO UWO Barbara Schwartz 4,278 $140,661 0.0032%
Schwartz, Carolynn Trust FBO UWO Ellis Schwartz 256 $8,417 0.0002%
Shapiro, Howard 932 $30,644 0.0007%
Shapiro, Howard A. 0 $0 0.0000%
Shapiro, Robert I. 3,364 $110,608 0.0025%
Shasha, Alfred 5,770 $189,718 0.0043%
Shasha, Alfred A. & Hanina 7,484 $246,074 0.0056%
Shasha, Alfred & Hanina Trustees UTA 6/8/94 13,676 $449,667 0.0102%
Shasha, Robert Y. 1,710 $56,225 0.0013%
Shasha-Kupchick, Leslie 3,418 $112,384 0.0025%
Sheridan Family Partners, L.P. 15,944 $524,239 0.0119%
Shine, William 2,766 $90,946 0.0021%
Shuman, Stanley S. 1,760 $57,869 0.0013%
Silberstein, John J. 75,140 $2,470,603 0.0560%
Silbert, Harvey I. 57,409 $1,887,608 0.0428%
Silbert, Harvey I., Trustee u/w Harry A. Goldman 18,716 $47,383,515 1.0740%
Simons, Robert 0 $0 0.0000%
Simons, Robert - Estate of 3,364 $110,608 0.0025%
Sims, David 52,938 $1,740,601 0.0395%
Skoker, Saul 880 $28,934 0.0007%
Slaner, Estate of Alfred P. 0 $0 0.0000%
Steiner, Phillip Harry 1,124 $36,957 0.0008%
Steiner, Richard Harris 1,124 $36,957 0.0008%
Strauss, Melville 880 $28,934 0.0007%
Sussman, Walter 930 $30,578 0.0007%
Tannenbaum, Bernard 912 $29,987 0.0007%
Tannenbaum, Bernice 76 $2,499 0.0001%
Tartikoff Living Trust 3,364 $110,608 0.0025%
Tessler, Allan R. 880 $28,934 0.0007%
Winik, Trust U/W/O Carolyn 3,364 $110,608 0.0025%
Watt, Emily 1,332 $43,796 0.0010%
Wang, Kevin 72,458 $2,382,419 0.0540%
Weissman, Sheila 664 $21,832 0.0005%
WESTGOMA ASSOCIATES 0 $0 0.0000%
Wexler, Monte 176 $5,787 0.0001%
Wexner, Leslie H. 10,563 $347,311 0.0079%
Williams, John 2,244 $73,783 0.0017%
WSNH Partners 2,641 $86,836 0.0020%
Zecap Associates 106,683 $3,507,737 0.0795%
TOTAL 131,385,472 $4,411,689,423 100.0000%
-----------------------------------------------------------------------------------------------------------------
</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>
<S> <C>
Common Units
Vornado 85,946,899
Original Mendik Partners 4,824,039
Newkirk Partners 1,432,452
Kennedy Partners 419,915
Freezer Services Partners 144,620
Westport Partners 6,272
770 Broadway Partner 458,964
20 Broad Partners 16,064
High Point Partners 202411
---------------------
93,451,636
=====================
</TABLE>
<PAGE> 60
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
9th Floor Associates 736
Aaron Albert A 4,413
ABC Carpet 3,310
ABC Carpet 2,132
Adams, Boyce 736
Adams, Denton L. 1,066
Adam, Mahmoud 1,324
Alexander, Clifford 3,503
Allen Richard 1,104
Allen, Charlotte trust 8,826
Allen, Michael 2,648
Allen, William A 1,104
Allison, John W. 1,066
Allison, Enide 2,207
Allsion, Donald 1,104
Amaradio Anthony J. 8,826
Amato, Alfonso 990
Anastasio, Martin 1,181
Andersen, Ronald D. 1,066
Anderson-Dazey A Partnership 2,795
Anderson, C 736
Anderson, Jack 1,752
Anderson, Kent 2,942
Anderson, Ronald R 2,132
Angiuli, Michael 2,942
Ard, Marsha 442
Argyle Ltd. 4,413
Armbruster, Raytmond 2,437
Arnold, John R. 4,413
Asher, George 7,462
Asher, George 1,030
Ashford, Will 2,361
Auray, Delbert L 2,437
Austin, Michael 1,104
Bailey, Carl 736
Bain, Robert 2,132
Balda, John 736
Ballard, Thurman 2,132
</TABLE>
Page 1
<PAGE> 61
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Bardaglio, George W. 686
Barksdale, Larry 1,181
Barlett, Danny A 572
Barnard, Bob 2,942
Barnes, Dianne H. 2,207
Barnes, Roy 1,104
Barnett, Kimbrew 662
Barnett, William 662
Barrett, Robert 1,729
Barwick, Edward 990
Beall, M. Scott 1,447
Bear Lake Partners 4,413
Bear, Jack I. 610
Beckett, Carolyn 13,238
Belk, Dewitte 2,437
Bellini, Carl 2,285
Belli, Elmer 3,808
Bell, Robert L 2,207
Belzer, Irvin S 552
Benkwith, Sanders 990
Bennett, Thomas 1,177
Benson, James 1,104
Berenson, Richard 4,569
Berman, Stanley 3,678
Bernatchez, Ernest 662
Berolzheimer, Philip 1,030
Berry, Rex 610
Bharathi, Aiyanadar 762
Bhatia, Neera 2,132
Bice Jr, Robert 1,219
Bice, Robert 1,143
Bistline, F 552
Bjorkman, Lars 1,104
Black, Michael 2,970
Black, Roy G. 1,839
Blanke, Richard 1,066
Blass, Bill 1,545
Blessing, Norbert 3,427
</TABLE>
Page 2
<PAGE> 62
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Blincow, Donald 1,066
Block, Harlan & Sandra 589
Bloomfield, Donald P. 368
Blose, R. Dennis 2,437
Boas, Donald 2,207
Bolger, Margaret 1,219
Bonaventure, Robert 305
Bonsanti, Robert L. 572
Boorstein, William 724
Bourque, J 736
Bourque, J 762
Bower, Thomas 1,177
Bowman, Donald 1,104
Bradley, Arthur 589
Brady, Alfred B 762
Brady, Timothy 368
Brand, Michael 4,413
Bransford, Helen 1,219
Bransford, JMD 1,219
Bransford, John 1,219
Bressler, R.M. 736
Briant, Andy 1,066
Broidy, Steven D 2,207
Brown, Gordon R. 2,285
Bruch, Thomas 1,104
Brunson, Kenneth 1,143
Brylawski, E. Fulton 7,615
Buchanan, Keith 572
Buch, Wally S. 1,599
Buck Trust 1,030
Buncher, James E 914
Burke, Joseph T. 1,104
Bussing, Constance 1,752
Bustrum, Glenn 305
Busuttil, Ronald 2,207
Butterworth, Jr., Thomas 1,324
Byers, J.S. 4,413
Byrnes, Don 610
</TABLE>
Page 3
<PAGE> 63
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Byron, Mark & Barb 1,143
Cameron, Harold B 762
Campanelli, Nicholas 2,285
Cannon, Charles 4,569
Carpi, Leonard 1,066
Carroll, Druscilla 295
Carson, James 368
Cefalo, Robert 952
Cenci, Robert 295
Chaine Gerald H 3,960
Chestnut, William J. 1,839
Choate, Guy 552
Choice Investment 3,457
Chupp, Verlin R. 1,324
Chynoweth, Alan G. 2,132
Clardy, Bertha 2,207
Clarkson, James 1,030
Clove, Leonard 1,066
Cogan, James 762
Cohen, Albert H 3,678
Cohen, Jerry 610
Colaco, Mary 2,132
Coleman, John 552
Cole, Gordon 305
Cole,E Herschel 1,177
Collins Oldsmobile 1,030
Collins, David L 2,132
Collins, Fred 1,066
Conrad, Allan 2,574
Coulson, Jr., Frank 552
Cowan, Gary 368
Cozine, William 1,676
Craig, William 515
Crosby, Robert 1,523
Crossland, Robert 533
Crout, J. Richard 1,143
Crowe, Arthur 589
Cruz, Peter 1,324
</TABLE>
Page 4
<PAGE> 64
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Cummings, Paul 1,030
Cunnington, Thomas 1,030
Cutler, Verne 952
D & T Real Estate 2,132
Dalgleish, J. Martin 1,904
Dalton, John 762
Dalton, Wallace 2,207
Dalton, Wallace 1,471
D'Angelo, George J. 2,942
Daniel, Barry 368
Davidson, Eugene 2,285
Davini, Dave 990
Davini, David 305
Decker, Gary 572
Deeney, Terrence 883
Derck, Anthony D. 3,046
Derkson, DJ 3,457
Dever, Michael 1,030
Dhailiwal, Avtar 2,437
Dickerman, Sidney 610
Dixon, Richard Jobie 1,714
Dofour, John 495
Dolgin, Lyla 1,030
Dominey, Sam 8,528
Donnelly, Vincent T 1,104
Donnelson, Ken 2,207
Dosch, Darwin B. 1,104
Doss, David 762
Douglas & Canipe Ass. 2,285
Draper, Jean L. 914
Drayer, Jan I.M. 305
Drewery, Ruth 2,742
Drotleff, James R. 1,030
Drucker, Richard 1,104
Druker, Esmond 572
Dudzik, Thaddeus 1,676
Dugger, Ronald F. 305
DuPont, Frank 2,132
</TABLE>
Page 5
<PAGE> 65
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Earle, Harry 572
Eazell, Dale 295
Eddy, Donald L 305
Eisenberg, Ivan 2,574
Eisenberg, Ivan & Bernice Trust 2,132
Ellis, Rodgers 762
Ellis, Rodgers 1,523
Ellis, Vernon 762
Elowitt, Steven 2,207
Elo, Denis 305
Elsen, Paul 736
Elson, William O 952
Engdahl, Gordon 736
Engelstein, Charles 1,219
Engel, Lee 2,285
Englehorn, T.D. 1,980
Epprecht, Walter 736
Epprecht, Walter 4,264
Epstein, Harold 883
Epstein, Raymond 4,413
Epstein, Ted 1,030
Erdle, Jack 1,030
Erlicht, Lewis 1,066
Ettari, Frank 1,030
Eurdolian, John 2,285
Ewing, John 1,143
Fadal, Richard G. 762
Fairchild, Paul W. 2,285
Farkas, Benjamin & Ellen 2,207
Feinberg, Donald & Marilyn 1,980
Feinberg, William 368
Feldman Trust 2,648
Fields, Nellie 3,046
Fierle, Robert 1,030
Fike, Lester L 4,569
Fike, Lester L., Jr. 5,590
Fillhardt, Charles 1,104
Finkel, Gary 2,285
</TABLE>
Page 6
<PAGE> 66
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Fink, Donald 1,104
Fishman, Yoram 552
Flandry, Robert E., Sr. 2,795
Fleischman, Charles 1,030
Flekman, Manny 1,143
Fleming, Richard 773
Flood, James C. 4,569
Florian, U 736
Flynn, James 368
Fox, Steven Kirk 3,198
Frankel, Edward 736
Frankel, Nancy 952
Frawley, David A. 1,030
Friedlaender, Trust 1,104
Friou, Roger 1,104
Funderburk, Larry 762
GA & Orachien Partnership 4,569
Galbraith, Robert 1,030
Galler, Andrew 1,143
Gants, Robert 610
Gardner, John 572
Gardner, Ronald 1,324
Gatlin, Larry W 2,132
Gavranovic, William J 1,471
Gay, Robert 1,104
Geesaman, Richard 305
George E. Esham,MD 1,523
Gerstel, Bryan R 1,177
Gibbons, Gerald 610
Gibson, John 2,437
Gibson, William 762
Gish, James 1,523
Glass, Cecil 1,066
Glass, Jr. John 2,648
Glazer, Dennis 1,839
Godchaux Bros. 2,132
Goddard, John 1,143
Godwin, James 533
</TABLE>
Page 7
<PAGE> 67
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Goldman, James 1,143
Golick Living Trust 4,413
Goodman, Daniel E 1,904
Gorenstein, Aryeh 589
Gradisar, Ivan A 1,143
Grant, Paul 1,828
Greenberg, Arnold 1,324
Greene, Andrew 572
Green, Edward H 610
Gregorich, Norbert J 3,808
Grodsky, Michael 1,904
Grodsky, Ronald 1,904
Grossman, Thomas G. 762
Guthrie, Frank 572
Haas, Fox 990
Haas, John 8,826
Haas, John & Chara 9,138
Hackett, Robert D 686
Hagan, John 762
Hales, Donald 1,030
Hall, Diane Holmes 2,285
Hall, Lyle 1,030
Halpern, Andrew 762
Hames, Barbara R 4,874
Hamill, Joseph 2,207
Hamilton, Robert 1,398
Hamlin, Charles 1,030
Hampf, Frederick 1,471
Hancock, Rodney 1,143
Hanna Family Tr. 736
Hanna Trust 1,398
Hannah, Ray 1,986
Hargis, Donald 1,143
Harisis, TG 4,413
Harmon & Associates 35,301
Harris, Arthur 1,219
Harris, Donald 2,132
Harris, Rosalyn 2,132
</TABLE>
Page 8
<PAGE> 68
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Hartley, Edith S. 2,437
Harwood, James 1,324
Hawkins, Thad 4,569
Hedgecock, Jasper 762
Hendee, Roy 1,447
Hendricks, Larry 2,132
Her Invrestments 1,471
Herrera, Alfred J. 305
Hesser, William 572
Hess, Charles 2,285
Hess, Charles 1,523
Higgins, Charles 762
Hilb, Justin 2,285
Hildebrand, Boren 1,471
Hinds, Don 1,523
Hoag, Elizabeth 1,471
Hochfelder, Gene 2,354
Hodes, Abram & Mildred 1,219
Hodes, Abram & Mildred 1,324
Hoffman, Herbert 368
Hoffman, Joseph 736
Holland Estate 368
Holly, James 762
Holly, James 3,731
Holwell, Robert 2,795
Hopkins, George 1,066
Hornstein, Eugene 952
Horton, Janie 762
Howie, Michael 1,219
HSB Equipment 3,046
Huckel, Hubert E. 1,066
Hueser, James N 3,678
Hullverson, Thomas 4,569
Hunt, Albert A 533
Hunt, Albert A. 533
Hunt, Tanner Trett 305
Hurtig, Barbara 1,104
Huse, Stephen 1,324
</TABLE>
Page 9
<PAGE> 69
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Hutchinson, Charles P 2,285
Hyde, Richard 2,942
Ingram, Edith C. 589
Interstate Heating 3,655
Isenstadt, Fred 1,219
Iverson, Larry MD 736
Izbicki, Carl 1,030
Jabin, Norman E. 1,143
Jae Trust 368
Jae Trust 6,092
Jagoda-Pyle Partnership 3,678
Jagoda, Jo Kurth 1,523
Jankiewicz, Stanley 2,437
Jasper, Herbert 838
Joel J. West, MD 1,523
Johnson, Carl 736
Johnson, Roland 662
Johnson, Samuel 736
Johnson, Samuel 1,143
Johnson, Tom 952
Johnson, Tom 1,839
Johns, R 572
Johns,O 368
Jones, Charles H 5,516
Jones, Norman 920
Joshua, Baskaran 736
Kahn, P. Frederick 2,207
Kalinowski, Ed 305
Kanner, Robert 662
Kates, Richard 589
Kates, Richard 990
Kearns, Lyles 3,972
Kenan, Thomas S. III 4,569
Kendrick, Frank 2,132
Kilpatrick, William 368
Kimball, David 2,207
Kimball, Richard R. 2,207
Kimmel, Marvin 1,030
</TABLE>
Page 10
<PAGE> 70
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Kingmont Corporation 4,569
King, Michael S. 1,066
King, Steven G 1,143
Kinsel, Joe 2,437
Kinsel, Joe Jr 2,437
Kirschner, Helen 2,132
Kiyasu, William 1,066
Klausner, Joel 3,503
Klein, Albert 1,219
Klugow, Allen 1,104
Klump, Rob 736
Kmeta, Walter 2,207
Koboli, Daryoush 1,839
Koch, Karl 1,219
Koch, Karl 1,030
Koplik, Michael 1,752
Kosta, Nicholas 4,413
Kostin, Ben 589
Krusemark, FD 1,324
Kurzweg, III, Victor 1,904
Lahourcade, John 686
Laing, Gerald 442
Lamar Airways 2,285
Lampman, J 368
Landolfi, Anthony 2,207
Lange, Norman M. 952
Lattimore, James 990
Lee, William 1,030
Lenfest, H.F. 2,285
Leonard, James 1,066
Lerman, Stephen 920
Leslie, Seymour 2,354
Levine, Harris B 1,143
Levine, Joseph 1,066
Levy, Irvin 3,808
Lewis, Robert 2,795
Lindsey, Mildred & John 1,104
Lind, Dennis 662
</TABLE>
Page 11
<PAGE> 71
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Linscomb & Williams 838
Lipson, Eugene 533
Locke, Karl 762
Lodyga, Ervin 662
Loeb, Stanley 1,104
Lohavichan, Virat 4,569
Lombardo, John 2,132
Lombardo, John 1,030
Long, M 2,437
Long, M Phillip 11,032
Lowenraub, Jerome 1,676
Lowe, Jonathan/Bihary, Joyce 610
Lowinger, Louis 2,132
Lowinger, Morris 2,354
Lowinger, Morris 2,132
Ludwig, Glen L 8,528
Lyman, C. Bradley 1,980
Lynn, Emerson 2,285
L.S.B. Partners 2,285
MacIlwaine, John 305
Madden, Joan 762
Madera Corporation 920
Madsen,, H. Stephen 1,839
Mahler, Glenn 244
Mallin & Swersky 914
Manasevit, Stanley 1,980
Manders, Gus H 515
Manders, Gus H 1,104
Maney, Thomas 1,143
Maple City Ice Company 4,569
Margolis, Barbara 2,132
Marks, Sara Ann Gross 6,092
Marshall, Chester 515
Maruyama, Herbert H. 762
Mathur, Arun K 2,437
Mathur, Arun K. 2,132
Mativi, Rob 1,904
Matthews, Arthur J 368
</TABLE>
Page 12
<PAGE> 72
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Mayo, Joseph 2,132
May, Robert S. 1,143
Mc Cleary, Dale L 762
McBain, Laurie 2,132
McBain, Laurie 2,207
McConnell, Robert G 762
McCool, Michael F 305
McDowell, Larry 1,839
McElroy, Michael 1,980
McKay, Malcom A 2,795
McKee, Elsworth 4,569
McKee, Jack 4,569
McKenna, James 1,980
McNeill, Gilbert 993
McNeill, Jack G 762
McNeil, Steven 1,219
McSpadden, Floyd 610
McSpadden, Patti P 610
Meador, Moorman 1,471
Meck Company 4,413
Meicher, Gordon 589
Meil, Leslie A. 2,132
Merlos, J 920
Methvin, Gaynell 736
Metz, Lawrence N. 1,471
Meyer, Gary 736
Micheli, Donald 1,177
Millenium (replace KT) 2,207
Minkoff, Leon & Janet 1,523
Misrach, Ivan 1,219
Mitchell, George 4,569
Mitchell, George 4,119
Mitchel, David 2,285
Mitchel, Stephen 2,285
Mitchel, Thomas 2,285
Montgomery, G 762
Morrison, Robert 1,104
Morris, David 1,030
</TABLE>
Page 13
<PAGE> 73
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Mortimer, Susan & Philip 736
Morton, Richard 1,030
Murray, John 1,030
Murray, Jr., John 2,648
Murray, Larry 2,648
Nassi, Albert 3,046
Nelson, A 2,207
Nelson, Donald 993
Nelson, Erven & Frankie 1,287
Nelson, John 1,143
Neumann, Nicholas H. 2,171
Newhouse, Jeff 1,104
Newlin, Michael 920
Noble, Marvin J. 1,523
Odom, Douglas 1,447
O'Hara, Pat 2,207
Olson, Edmund 589
Olson, Joyce 421
Omnibus Associates 4,413
O'Neill, Hugh 1,030
Oppenheim, Joan 736
Ordway, John 4,569
Outten, Claude 1,104
Owen, Kenneth D 368
Owen, Pere A. 610
Owen, R 736
Panama 2,437
Panter, Gideon 1,471
Parker, Max 552
Parris, Daniel 736
Pasqualicchio, Gary 952
Patel, Jagdish 952
Pearson, Lyle 1,523
Peavyhouse, Joel 1,219
Peraldo Trust 2,132
Peraldo, Ronald L. 1,066
Perry, William 993
Peterson, Charles 3,046
</TABLE>
Page 14
<PAGE> 74
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Pettis, Charles 1,030
Petzall, Gerhard 2,285
Phan, Nguyen K 1,104
Picazio, Stephen J. 495
Plitt, Eugene 2,437
Pociask, William H. 4,413
Poisner, Werner 762
Poma, Gino S. 4,264
Pomeranz, Steven L 610
Porter, Randall 1,066
Powell, Willis M 1,904
Presser, Neil N 1,324
Prischak, Joseph 1,030
Procter, Doak 1,219
Procter, Doak C. Jr. 610
Provenzano, Richard 1,324
Pruett, James 1,828
Quaritius, Jack 572
Quaritus, Jack 773
Quinn, Robert 2,132
Rabinowitz, Ivy 3,655
Randall, Zane 883
Ranvir Ltd. 762
Ray, Subrata 1,839
Raznick, David 1,104
REB Investments 990
Redman, Larry 1,324
Reeves, T. Joseph 2,132
Regan, Gerald P 1,177
Regan, Gerald P. 2,207
Riemenschneider, Herbert 1,523
Ringler, Charles 2,207
Roberts, John 552
Robinson, Alden 368
Robinson, Paul 736
Roe, Maudi 1,066
Rogers, Gary 1,904
Rogers, I. David 2,132
</TABLE>
Page 15
<PAGE> 75
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Romano, Jule 3,046
Rome, Mike 552
Rosenberg, Elliott 1,904
Rosen, Arlene 1,030
Ross, Charles Ronald 990
Rothman, Robert & Donna 610
Roth, Elliot 35
Roth, Elliot 30
Roth, Elliot 29
Roth, Elliot 12
Roth, Elliot 31
Roth, Elliot 7
Roth, Elliot 11
Roth, Elliot 22
Roth, Elliot 70
Rudar, Norman 610
Ruder, Norman 2,207
Rushton, Alvey 1,030
Russo, James 1,398
Rusthoven, Terry 876
Rust, Dale M 990
Rutledge, III, Guy 2,361
Sadar, Edward 2,285
Sadovsky, Marvin 1,324
Sajan Financial 2,132
Sarrafian, Edgar 762
Satiani, Bhagwan 762
Satiani, Bhagwan 1,839
Sato, Sam I 2,132
Saunders Trust 1,066
Savidge, Samuel 572
Scandizzo, John 2,285
Schaeffer, Karl 1,676
Schatten, Joan 610
Schiebler, Audrey 1,181
Schiebler, Audrey L 305
Schmidt, Benno C. 1,030
Schmidt, Jareen 1,030
</TABLE>
Page 16
<PAGE> 76
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Schmidt, Terrence 876
Schneider, Sandra 589
Schneider, Sandra 1,104
Scholz, Jack V. 368
Schuessler, Carl 1,030
Schwartz, Arnold 773
Schwartz, Harold 1,471
Scott, Arthur 1,324
Scott, Brian 662
Scott, Gary 2,942
Seed, John 1,447
Segale, Angelo 1,030
Selinger, Irwin 736
Sensenbrenner, John 2,132
Shagin, Felix 1,066
Shalam, John 1,219
Shapiro, Michael 552
Sharpe, Lawrence 295
Sheets, Phillis J. 736
Sher, David 736
Shieldknight, Jimmy 1,177
Shieldknight, Marcia 589
Shink, Simon 610
Shneider, David 1,030
Shollenberger, Dorothy 2,285
Sigmund, Charles A. 572
Silverstein, Stephen 1,471
Silverstein, Stephen 1,030
Smith, Boyd 4,413
Smith, De Lancey A 589
Smith, George 2,207
Smith, John 1,030
Smith, Laurence R. Jr. Trust 2,795
Smith, Leslie E 2,132
Smith, Nathan 1,066
Smith, Sherwood 1,904
Smith, Stanley R. 2,132
Smith, Vernon 1,980
</TABLE>
Page 17
<PAGE> 77
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Soderberg, Joe 1,030
Solitare, Samuel 4,264
Sommers, Steven 1,177
Sorenson, John 2,132
Sosebee, Lee Allen 3,678
Soskin, William 2,207
Southwest Trust 2,132
Sparks, Sam 1,104
Sparveri, Joseph W 589
Spencer, Donn 920
Spillar, Max L 1,471
Splan, Craig 762
Stafford, Louis 1,030
Stagnari, Elliott 1,828
Stagnari, Ronald E. 610
Stallworth, William 736
Starr, Irwin P. 305
Steinbrink, William 1,471
Stein, Robert 1,219
Stellato, Robert 1,104
Stenger, Michael 1,523
Stephens, Charles 1,030
Stern, Larry & Karen Lee 2,207
Stevens, Kenneth 1,066
Stevens, Lester F. 2,132
Stevens, Ralph 1,714
Stewart, Charles E. 2,132
Stinghen, Donato 515
Stocknoff, Alan 4,264
Stoddard, Ed 2,132
Stone, Justin 572
Strepig, Charles 184
Stufflebam, Rob 662
Stufflebam, Robert 724
St. Clair, Jr., Wilbur 952
Sullivan, Denis 1,143
Sullivan, James F. 1,839
Summers, Carrol E. 2,132
</TABLE>
Page 18
<PAGE> 78
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Sundt, Estate of Thoralf 572
Sussman, Bernard 2,207
Swann, E.F 1,104
Swann, Thomas 1,655
Swaykus, Bernard T. 572
Sweet Family Ltd. Ptshp. 1,523
Sweet, Ross 1,066
Swirsky, Myrna 1,980
S.P. Revocable Trust, Peck 2,285
Tabbush, Jack 1,104
Taufield, Jeffrey Z. 305
Taylor Trust 515
Taylor, William 368
Temkovits, Robert H. 552
Thomas, M. Ross 2,285
Thompson, Kent 1,181
Thompson, Robert 184
Thyrre, Marilyn 2,207
Tisch Tenants 2,207
Toolan, John P. 4,569
Tramontozzi, Anthony 4,721
Trautman, William E 736
Tromp, Leonard S 2,132
Trudeau, Garretson 736
Trumble, Ed 2,132
Trumble, Edward 1,545
Trumble, Edward P 1,030
Tucker, Richard 1,030
Tupler, Austin 2,207
Turman, David 952
Turner, Clyde T. 4,413
Twining, Paul 589
Uible, John 4,569
Uible, John 2,207
Underwood, Leonard 3,678
Usgaonker, RS 2,942
Van Meter, Stephen & Sharon 3,960
Van Wieren, Clare 2,437
</TABLE>
Page 19
<PAGE> 79
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Vanadurongvan, Kanya 572
Vance, Robert 920
Varble, Daniel 2,207
Vaughn Petroleum 4,264
Vaughn Petroleum 21,473
Vaughn, Thomas F. 1,143
Vigil, Dr. Alfredo 610
Wakefield, William J 368
Waldorf Associates 2,285
Waldorf, Kenneth 3,731
Walker, Barret 876
Wallace, John 1,177
Walter Eprecht And 1,398
Wander, John 1,066
Ware, Charles T. 736
Ware, Cornelius 2,942
Ware, Cornelius S. 1,471
Ware, Lamar 1,143
Watson, Diane Berenson 2,285
Weatherbee, Robert 762
Weavil, David 736
Webb, Philip 305
Webb, Rhonda 305
Weiner, Stanford 2,207
Weintraub, George 368
Weiss, Benjamin J 1,219
Weiss, Stanley 2,132
Wenck, William A. 368
Wesson, Craig 1,143
West Elizabeth Lumber 1,471
West, Gerald 368
West, Joel J 305
Wheaton, Richard 2,437
Whisler, Jon 552
White, Martin 1,219
Whitley, Gerald 876
Wiegand, Edwin 1,219
Williamson, Heidi 2,285
</TABLE>
Page 20
<PAGE> 80
VORNADO REALTY L.P.
ADDENDUM TO EXHIBIT A
NEWKIRK PARTNERS
<TABLE>
<CAPTION>
No. of
Investor Units
- -------------------------------------------------------
<S> <C>
Williams, Charles 1,143
Wilner trust 1,398
Wilson, Plato 4,413
Wilson, Plato 2,354
Wilson, Susan 2,132
Wilson, W 589
Windfeldt, Peter 610
Witten, M.D. Bruce 2,795
Witt, W. Thurman 2,285
Wolf, Albert 3,046
Wolf, Ronald 305
Woodman, Stephen 876
Wood, Dennis 1,839
Wood, James 1,219
Wood, James 1,219
Wright, John 412
Wright, Kenneth 2,132
Wright, Kenneth 2,060
Wyler, David 153
Wyler, Katherine 153
Yassine, Zouhair 2,285
Youngblood, Alice 1,030
Zack, Herbert 4,413
Zack, Ronald 4,569
Zisser, Barry 1,324
Zubowski, Gale 2,207
----------------
1,353,204
================
</TABLE>
Page 21
<PAGE> 1
Exhibit 3.4
TENTH
AMENDMENT
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
VORNADO REALTY L.P.
---------------------------------------------
Dated as of September 3, 1999
---------------------------------------------
THIS TENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF VORNADO REALTY L.P. (this "Amendment") is hereby adopted
by Vornado Realty Trust, a Maryland real estate investment trust (defined
therein as the "General Partner"), as the general partner of Vornado Realty
L.P., a Delaware limited partnership (the "Partnership"). For ease of reference,
capitalized terms used herein and not otherwise defined have the meanings
assigned to them in the Second Amended and Restated Agreement of Limited
Partnership of Vornado Realty L.P., as amended by the Amendment to Second
Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P.,
dated as of December 16, 1997, and further amended by the Second Amendment to
Second Amended and Restated Agreement of Limited Partnership of Vornado Realty
L.P., dated as of April 1, 1997, and the Third Amendment to Second Amended and
Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of
November 12, 1998, and the Fourth Amendment to Second Amended and Restated
Agreement of Limited Partnership of Vornado Realty L.P., dated as of November
30, 1998, and the Fifth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of March 3, 1999, and the
Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership
of Vornado Realty L.P., dated as of March 17, 1999, and the Seventh Amendment to
Second Amended and Restated Agreement of Limited Partnership of Vornado Realty
L.P., dated as of May 20, 1999, and the Eighth Amendment to Second Amended and
Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of
May 27, 1999 and the Ninth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of September 3, 1999 (as so
amended and as the same may be further amended, the "Agreement").
WHEREAS, the General Partner desires to establish and set forth the
terms of a new series of Partnership Interests designated as Series D-4 8.25%
Preferred Units (the
<PAGE> 2
"Series D-4 Preferred Units");
WHEREAS, as of the date hereof, the Partnership entered into a Private
Placement Purchase Agreement with The Times Mirror Company, a Delaware
corporation, and TMCT II, LLC, a Delaware limited liability company, pursuant to
which the Partnership agreed to issue to The Times Mirror Company Series D-4
Preferred Units;
WHEREAS, Section 4.2.A of the Agreement grants the General Partner
authority to cause the Partnership to issue interests in the Partnership to a
person other than the General Partner in one or more classes or series, with
such designations, preferences and relative, participating, optional or other
special rights, powers and duties as may be determined by the General Partner in
its sole and absolute discretion so long as the issuance does not violate
Section 4.2.E of the Agreement;
WHEREAS, the General Partner has determined that the establishment and
issuance of the Series D-4 Preferred Units will not violate Section 4.2.E of the
Agreement;
WHEREAS, the General Partner desires to amend the Agreement to set
forth the terms of the Series D-4 Preferred Units;
WHEREAS, Section 14.1.B of the Agreement grants the General Partner
power and authority to amend the Agreement without the consent of any of the
Partnership's limited partners if the amendment does not adversely affect or
eliminate any right granted to a limited partner pursuant to any of the
provisions of the Agreement specified in Section 14.1.C or Section 14.1.D of the
Agreement as requiring a particular minimum vote; and
WHEREAS, the General Partner has determined that the amendment effected
hereby does not adversely affect or eliminate any of the limited partner rights
specified in Section 14.1.C or Section 14.1.D of the Agreement;
NOW, THEREFORE, the General Partner hereby amends the Agreement as
follows:
1. The exhibit attached to this Amendment as Attachment 1 is hereby
added to the Agreement as Exhibit Q thereof.
2. Section 4.2 of the Agreement is hereby supplemented by adding the
following paragraph to the end thereof:
"N. Issuance of Series D-4 Preferred Units. The Partnership is
authorized to issue a series designated as "Series D-4 Preferred
Units", which units shall have
<PAGE> 3
the terms set forth in Exhibit Q attached hereto and made part hereof."
3. In making distributions pursuant to Section 5.1.B of the Agreement,
the General Partner of the Partnership shall honor the provisions of Paragraph 2
of Exhibit Q to the Agreement, including, but not limited to, Paragraph 2.G(ii)
thereof.
4. Section 8.6 of the Agreement is hereby supplemented by adding the
following paragraph to the end thereof:
"M. Series D-4 Preferred Unit Exception. Holders of Series D-4
Preferred Units shall not be entitled to the Redemption Right provided
for in Section 8.6.A of this Agreement."
5. The General Partner hereby consents to the admission of TMCT II, LLC
as a Limited Partner in the Partnership, records the name of TMCT II, LLC on the
books and records of the Partnership and covenants to amend Exhibit A to the
Agreement pursuant to Section 14.1(E) of the Agreement to reflect the ownership
of Series D-4 Preferred Units by TMCT II, LLC.
6. Except as expressly amended hereby, the Agreement shall remain in
full force and effect.
SIGNATURE ON FOLLOWING PAGE
<PAGE> 4
IN WITNESS WHEREOF, the General Partner has executed this Amendment as
of the date first written above.
VORNADO REALTY TRUST
By: /s/ Irwin Goldberg
--------------------------------------------
Name: Irwin Goldberg
Title: Vice President -- Chief Financial
Officer
<PAGE> 5
Attachment 1
EXHIBIT Q
DESIGNATION OF THE PREFERENCES, CONVERSION
AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS
AND CONDITIONS OF REDEMPTION
OF THE
SERIES D-4 PREFERRED UNITS
1. Definitions.
In addition to those terms defined in the Agreement, the
following definitions shall be for all purposes, unless otherwise clearly
indicated to the contrary, applied to the terms used in the Agreement and this
Exhibit Q:
"Annual Distribution Rate" shall have the meaning set forth in
Section 2.B(i) hereof.
"Common Shares" shall mean the common shares of beneficial
interest of the General Partner, par value $.04 per share.
"Distribution Payment Date" shall mean the first calendar day
of March, June, September and December, in each year, commencing on December 1,
1999; provided, however, that if any Distribution Payment Date falls on any day
other than a Unit Business Day, the distribution payment due on such
Distribution Payment Date shall be paid on the first Unit Business Day
immediately following such Distribution Payment Date.
"Distribution Periods" shall mean quarterly distribution
periods commencing on March 1, June 1, September 1 and December 1 of each year
and ending on and including the day preceding the first day of the next
succeeding Distribution Period (other than the initial Distribution Period with
respect to each Series D-4 Preferred Unit, which shall commence on the date on
which such Series D-4 Preferred Unit was issued by the Partnership and end on
and include the day preceding the first day of the next succeeding Distribution
Period).
"Dividend Payment Date" shall mean a dividend payment date
with
<PAGE> 6
respect to the Series D-4 Preferred Shares.
"Redemption Date" shall have the meaning set forth in Section
2.D(iii) hereof.
"Series D-4 Effective Date" shall be the sooner of: (w)
September 3, 2009, (x) the first Unit Business Day following any period in which
the Partnership has failed to make full distributions in respect of the Series
D-4 Preferred Units for six (6) Distribution Periods, whether or not
consecutive, (y) the first Unit Business Day following the receipt by the holder
of the Series D-4 Preferred Units of (A) notice from the General Partner that
the General Partner or the Partnership has become aware of facts that will or
likely will cause the Partnership to become a publicly-traded partnership within
the meaning of Section 7704 of the Code or any successor provision thereof (a
"PTP") or (B) an opinion rendered by independent counsel familiar with such
matters addressed to the holder of Series D-4 Preferred Units that the
Partnership is or likely is a PTP, and (z) the first Unit Business Day following
the date on which (A) TMCT II, LLC, a Delaware limited liability company ("LLC")
determines, based on results or projected results, that there exists (in the
reasonable judgment of LLC) an imminent and substantial risk that the Series D-4
Preferred Units held by LLC represent or will represent 19.5% or more of the
total profits or capital interests in the Partnership for a taxable year (within
the meaning of Treasury Regulations Section 1.731-2(e)(4), (B) LLC delivers to
the General Partner an opinion of nationally recognized independent counsel,
reasonably acceptable to the General Partner, to the effect that there is a
substantial risk that its interest in the Partnership does not or will not
satisfy such 19.5% limit and (C) the General Partner agrees with the conclusions
referred to in clauses (z)(A) and z(B) of this sentence, such agreement not to
be unreasonably withheld.
"Series D-4 Notice of Redemption" shall have the meaning set
forth in Section 2.E(i)(a) hereof.
"Series D-4 Preferred Shares" means the shares of beneficial
interest of the General Partner Entity designated as 8.25% Series D-4 Cumulative
Redeemable Preferred Shares of Beneficial Interest (liquidation preference
$25.00 per share), no par value, having the rights and preferences and other
terms set forth in Schedule 1 to this Exhibit Q.
"Series D-4 Preferred Unit" means a Partnership Unit issued by
the Partnership having the preferences, conversion and other rights, voting
powers, restrictions, limitations as to distributions, qualifications and terms
and conditions of redemption as are set forth in this Exhibit Q.
-2-
<PAGE> 7
"Series D-4 Redeeming Partner" shall have the meaning set
forth in Section 2.E(i)(a) hereof.
"Series D-4 Redemption Right" shall have the meaning set forth
in Section 2.E(i)(a) hereof.
"Series D-4 Specified Redemption Date" shall mean the sixtieth
Unit Business Day after receipt by the General Partner of a Series D-4 Notice of
Redemption in respect of the Series D-4 Units.
"set apart for payment" shall be deemed to include, without
any action other than the following, the recording by the Partnership or the
General Partner on behalf of the Partnership in its accounting ledgers of any
accounting or bookkeeping entry which indicates, pursuant to a declaration of a
distribution by the General Partner, the allocation of funds to be so paid on
any series or class of Partnership Units; provided, however, that if any funds
for any class or series of Junior Units (as defined below) or any class or
series of Partnership Units ranking on a parity with the Series D-4 Preferred
Units as to the payment of distributions are placed in a separate account of the
Partnership or delivered to a disbursing, paying or other similar agent, then
"set apart for payment" with respect to the Series D-4 Preferred Units shall
mean placing such funds in a separate account or delivering such funds to a
disbursing, paying or other similar agent.
"Third Party Redemption Date" shall have the meaning set forth
in Section 2.D(ii) hereof.
"Unit Business Day" shall mean any day other than a Saturday,
Sunday or a day on which state or federally chartered banking institutions in
New York, New York are not required to be open.
2. Terms of the Series D-4 Preferred Units.
A. Number. As of the close of business on the date of the
amendment pursuant to which this Exhibit was adopted, the total number of Series
D-4 Preferred Units issued and outstanding will be up to 5,000,000.
B. Distributions. (i) Distributions on the series D-4
Preferred Units will accrue whether or not declared, whether or not the terms
and provisions of any agreement of the Partnership at any time prohibit the
current payment of distributions, whether or not the Partnership has earnings,
whether or not there are funds legally available for the payment of such
distributions and whether or not such distributions are
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authorized. The holders of the then outstanding Series D-4 Preferred Units shall
be entitled to receive, when, as and if declared by the General Partner,
distributions payable in cash at the rate per annum of $2.0625 per Series D-4
Preferred Unit (the "Annual Distribution Rate"). Such distributions shall be
cumulative from the date of issuance and shall be payable quarterly, when, as
and if authorized and declared by the General Partner, in arrears on each
Distribution Payment Date, commencing on the first Distribution Payment Date
after the date of issuance of the Series D-4 Preferred Units; provided that the
amount per Series D-4 Preferred Unit to be paid in respect of the initial
Distribution Period, or any other period shorter or longer than a full
Distribution Period, shall be determined in accordance with paragraph (ii)
below. Accumulated and unpaid distributions for any past Distribution Periods
may be declared and paid at any time, without reference to any regular
Distribution Payment Date.
(ii) The amount of distribution per Series D-4 Preferred Unit
accruing in each full Distribution Period shall be computed by dividing the
Annual Distribution Rate by four. The amount of distributions payable for the
initial Distribution Period, or any other period shorter or longer than a full
Distribution Period, on the Series D-4 Preferred Units shall be computed on the
basis of twelve 30-day months and a 360-day year. The holders of the then
outstanding Series D-4 Preferred Units shall not be entitled to any
distributions, whether payable in cash, property or securities, in excess of
cumulative distributions, as herein provided, on the Series D-4 Preferred Units.
No interest, or sum of money in lieu of interest, shall be payable in respect of
any distribution payment or payments on the Series D-4 Preferred Units that may
be in arrears.
(iii) So long as any Series D-4 Preferred Units are
outstanding, no distributions, except as described in the immediately following
sentence, shall be declared or paid or set apart for payment on any series or
class or classes of Parity Units (as defined below) for any period unless full
cumulative distributions have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment on
the Series D-4 Preferred Units for all Distribution Periods terminating on or
prior to the distribution payment date on such class or series of Parity Units,
except in the case of distributions on the Series B-2 Restricted Preferred Units
to the extent not paid due to a lack of funds in the Nongovernmental Account.
When distributions are not paid in full or a sum sufficient for such payment is
not set apart, as aforesaid, all distributions declared upon Series D-4
Preferred Units and all distributions declared upon any other series or class or
classes of Parity Units shall be declared ratably in proportion to the
respective amounts of distributions accumulated and unpaid on the Series D-4
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.
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(iv) So long as any Series D-4 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 to the extent necessary to avoid adverse tax effects to 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 D-4 Preferred Units and any other Parity Units of the
Partnership shall have been paid or set apart for payment for all past
Distribution Periods with respect to the Series D-4 Preferred Units and all past
distribution periods with respect to such Parity Units, except to the extent
that distributions on the Series B-2 Restricted Preferred Units are not then
able to be paid owing to a lack of funds in the Nongovernmental Account, and (b)
sufficient funds shall have been paid or set apart for the payment of the
distribution for the current Distribution Period with respect to the Series D-4
Preferred Units and any Parity Units, except to the extent that distributions on
the Series B-2 Restricted Preferred Units are not then able to be paid owing to
a lack of funds in the Nongovernmental Account.
C. Liquidation Preference. (i) In the event of any
liquidation, dissolution or winding up of the Partnership or the General
Partner, whether voluntary or involuntary, before any payment or distribution of
the assets of the Partnership shall be made to or set apart for the holders of
Junior Units, holders of the Series D-4 Preferred Units shall be entitled to
receive Twenty-Five Dollars ($25.00) per Series D-4 Preferred Unit plus an
amount equal to all distributions (whether or not earned or declared)
accumulated and unpaid thereon to the date of final distribution to the holders
of such units; but the holders of Series D-4 Preferred Units shall not be
entitled to any further payment. If, upon any such liquidation, dissolution or
winding up of the Partnership or the General Partner, the assets of the
Partnership, or proceeds thereof, distributable to the holders of Series D-4
Preferred Units shall be insufficient to pay in full the preferential amount
aforesaid and liquidating payments on any other Parity Units, then such assets,
or the proceeds thereof, shall be distributed among the holders of the Series
D-4 Preferred Units and the holders of any such other Parity Units ratably in
accordance with the respective amounts that would be payable on such Series D-4
Preferred Units and any
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<PAGE> 10
such other Parity Units if all amounts payable thereon were paid in full. For
the purposes of this Section 2.C, (i) a consolidation or merger of the
Partnership or the General Partner with one or more entities, (ii) a statutory
share exchange by the Partnership or the General Partner and (iii) a sale or
transfer of all or substantially all of the Partnership's or the General
Partner's assets, shall not be deemed to be a liquidation, dissolution or
winding up, voluntary or involuntary, of the Partnership or General Partner.
(ii) Subject to the rights of the holders of Partnership Units
of any series or class or classes of shares ranking on a parity with or prior to
the Series D-4 Preferred Units upon any liquidation, dissolution or winding up
of the General Partner or the Partnership, after payment shall have been made in
full to the holders of the Series D-4 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 holder of the Series D-4
Preferred Units shall not be entitled to share therein.
D. The Partnership's Right to Redeem the Series D-4 Preferred
Units. (i) Except in connection with the redemption of the Series D-4 Preferred
Shares by the General Partner as permitted by Article VI of the Declaration of
Trust or as set forth in Section E below, the Series D-4 Preferred Units shall
not be redeemable prior to September 3, 2004. On and after September 3, 2004,
the General Partner may, at its option, cause the Partnership to redeem the
Series D-4 Preferred Units in whole or in part, as set forth herein, subject to
the provisions described below, at a redemption price, payable in cash, in an
amount equal to Twenty-Five Dollars ($25.00) per unit for the Series D-4
Preferred Units being redeemed. Upon any such redemption, the Partnership shall
also pay any accumulated and unpaid distributions (whether or not declared) in
respect of the Series D-4 Preferred Units being redeemed.
(ii) Such Series D-4 Preferred Units as are not held by the
General Partner may be redeemed by the Partnership on or after September 3,
2004, in whole or in part, at any time or from time to time, upon not less than
30 nor more than 60 days' written notice. If fewer than all of the outstanding
Series D-4 Preferred Units that are not held by the General Partner are to be
redeemed, the Series D-4 Preferred Units to be redeemed from each holder (other
than the General Partner) shall be selected pro rata (as nearly as practicable
without creating fractional units). Any notice of redemption delivered pursuant
to this Section D(ii) will be (x) faxed and (y) mailed by the Partnership, by
certified mail, postage prepaid, not less than 30 nor more than 60 days prior to
the date upon which such redemption is to occur (the "Third Party Redemption
Date"), addressed to each holder of record of the Series D-4 Preferred Units at
their respective addresses as they appear on the records of the Partnership. No
failure to give or defect in such notice shall affect the validity of the
proceedings for the redemption of any Series D-4 Preferred Units except as to
the holder to whom such notice was defective or not given. In addition
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<PAGE> 11
to any information required by law, each such notice shall state: (a) the Third
Party Redemption Date, (b) the amount payable per Series D-4 Preferred Unit upon
redemption, including the Redemption Price and any amount payable pursuant to
Section D(iv) hereof, (c) the aggregate number of Series D-4 Preferred Units to
be redeemed and, if fewer than all of the outstanding Series D-4 Preferred Units
are to be redeemed, the number of Series D-4 Preferred Units to be redeemed held
by such holder, which number shall equal such holder's pro rata share (based on
the percentage of the aggregate number of outstanding Series D-4 Preferred Units
not held by the General Partner that the total number of Series D-4 Preferred
Units held by such holder represents and determined as nearly as practicable
without creating fractional interests) of the aggregate number of Series D-4
Preferred Units to be redeemed, (d) the place or places where such Series D-4
Preferred Units are to be surrendered for payment of the amount payable upon
redemption and (e) that payment of such amount will be made upon presentation
and surrender of such Series D-4 Preferred Units. If the Partnership gives a
notice of redemption in respect of Series D-4 Preferred Units pursuant to this
Section D(ii), then, by 12:00 noon, New York City time, on the Third Party
Redemption Date, the Partnership will deposit irrevocably in trust for the
benefit of the holders of Series D-4 Preferred Units being redeemed funds
sufficient to pay the applicable amount payable with respect to such Series D-4
Preferred Units and will give irrevocable instructions and authority to pay such
amount to the holders of the Series D-4 Preferred Units upon surrender of the
Series D-4 Preferred Units by such holders at the place designated in the notice
of redemption. If a redemption is made in part and not in whole, it shall be
made pro rata among the holders.
(iii) Such Series D-4 Preferred Units as may be held by the
General Partner may be redeemed, in whole or in part, at the option of the
General Partner, at any time, upon payment by the Partnership to the General
Partner of the Redemption Price and any amount payable pursuant to Section D(iv)
hereof with respect to such Series D-4 Preferred Units; provided that the
General Partner shall redeem an equivalent number of Series D-4 Preferred
Shares. Such redemption of Series D-4 Preferred Units shall occur substantially
concurrently with the redemption by the General Partner of such Series D-4
Preferred Shares (such date is herein referred to collectively with the Third
Party Redemption Date as the "Redemption Date"). If a redemption is made in part
and not in whole, it shall be made pro rata among the holders.
(iv) Upon any redemption of Series D-4 Preferred Units, the
Partnership shall pay any accumulated and unpaid distributions for any
Distribution Period, or any other period shorter than a full Distribution
Period, ending on or prior to the Redemption Date. On and after the Redemption
Date, distributions will cease to accumulate on the Series D-4 Preferred Units
called for redemption, unless the Partnership defaults in
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<PAGE> 12
payment therefor. If any date fixed for redemption of Series D-4 Preferred Units
is not a Unit Business Day, then payment of the redemption price payable on such
date will be made on the next succeeding day that is a Unit Business Day (and
without any interest or other payment in respect of any such delay) except that,
if such Unit Business Day falls in the next calendar year, such payment will be
made on the immediately preceding Unit Business Day, in each case with the same
force and effect as if made on such date fixed for redemption. If payment of the
Redemption Price is improperly withheld or refused and not paid by the
Partnership, distributions on such Series D-4 Preferred Units will continue to
accumulate from the original redemption date to the date of payment, in which
case the actual payment date will be considered the date fixed for redemption
for purposes of calculating the applicable Redemption Price. Except as provided
above, the Partnership shall make no payment or allowance for unpaid
distributions, whether or not in arrears, on Series D-4 Preferred Units called
for redemption under this Section 2.D.
(v) If full cumulative distributions on the Series D-4
Preferred Units and any other series or class or classes of Parity Units of the
Partnership have not been paid or declared and set apart for payment, except in
connection with a purchase, redemption or other acquisition of Series D-4
Preferred Shares or shares of beneficial interest ranking on a parity with such
Series D-4 Preferred Shares as permitted under Article VI of the Declaration of
Trust, and except to the extent that such distributions or amounts distributable
on the Series B-2 Restricted Preferred Units may not be payable due to a lack of
funds in the Nongovernmental Account, the Series D-4 Preferred Units may not be
redeemed in part and the Partnership may not purchase, redeem or otherwise
acquire Series D-4 Preferred Units or purchase, redeem or otherwise acquire any
Parity Units other than in exchange for Junior Units.
As promptly as practicable after the surrender of any Series
D-4 Preferred Units so redeemed, such Series D-4 Preferred Units shall be
exchanged for the amount of cash (without interest thereon) payable therefor
pursuant to Section 2.D(i). If fewer than all the Series D-4 Preferred Units
represented by any physical certificate are redeemed, the Partnership shall
issue new certificates representing the unredeemed Series D-4 Preferred Units
without cost to the holder thereof.
(vi) Unless the General Partner elects to assume directly and
satisfy the Series D-4 Redemption Right by paying to the Redeeming Partner
wholly in the form of Series D-4 Preferred Shares as provided for in Section
2.E(ii)(a) below, such part of the redemption price of the Series D-4 Preferred
Units (other than any portion consisting of accumulated and unpaid
distributions) required in Section 2.D(i) above and Sections 2.E(i)(a) and
Section 2.E(ii)(a) below as is payable in cash shall be payable solely with the
proceeds from the sale by the General Partner Entity or the Partnership of other
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<PAGE> 13
capital shares of the General Partner Entity or the Partnership (whether or not
such sale occurs concurrently with such redemption, but in the case of a
redemption required by Section 2.E below such sale must occur after the delivery
of the applicable Series D-4 Notice of Redemption). For purposes of the
preceding sentence, "capital shares" means any common shares, preferred shares,
depositary shares, partnership or other interests, participations or other
ownership interests (however designated) and any rights (other than debt
securities convertible into or exchangeable for equity securities) or options to
purchase any of the foregoing of or in the General Partner Entity or the
Partnership.
E. Series D-4 Preferred Unit Holder Redemption Right.
(i) General. (a) Subject to paragraphs (ii) and (iii) below
and Section 2.D(vi) above, on or after the Series D-4 Effective Date, any holder
of the Series D-4 Preferred Units shall have the right (the "Series D-4
Redemption Right") to require the Partnership to redeem the Series D-4 Preferred
Units on any Series D-4 Specified Redemption Date in cash at a redemption price
equal to Twenty-Five Dollars ($25.00) per unit for the Series D-4 Preferred
Units being redeemed. Upon such redemption the Partnership shall also pay any
accumulated and unpaid distributions (whether or not declared) for the Series
D-4 Preferred Units being redeemed. Any such Series D-4 Redemption Right shall
be exercised pursuant to notice of redemption comparable to the Notice of
Redemption required under Section 8.6 of the Agreement (a "Series D-4 Notice of
Redemption") delivered to the Partnership (with a copy to the General Partner)
by the Limited Partner who is exercising the Series D-4 Redemption Right (the
"Series D-4 Redeeming Partner"). Except in the event of the occurrence of the
circumstance described in clause (z) of the definition of "Series D-4 Effective
Date", a holder of the Series D-4 Preferred Units may only exercise the Series
D-4 Redemption Right in respect of all Series D-4 Preferred Units held by such
holder on the date of the applicable Series D-4 Redemption Notice. In addition,
any redemption pursuant to the Series D-4 Redemption Right shall be subject to
all of the provisions of the Agreement governing redemptions under Section 8.6
of the Agreement as if it were a redemption under that section, except as
otherwise provided herein.
(b) The Series D-4 Redeeming Partner shall have no right with
respect to any Series D-4 Preferred Units so redeemed to receive any
distributions paid after the Series D-4 Specified Redemption Date, unless the
record date for the distribution preceded the Series D-4 Specified Redemption
Date. If the record date for such distribution was a date prior to the Series
D-4 Specified Redemption Date and the Distribution Payment Date in respect of
such distribution was a date after the Series D-4 Specified Redemption Date,
such Series D-4 Redeeming Partner shall be required, as a condition of the
redemption of such Series D-4 Preferred Units, to pay the amount of such
distribution to the Partnership (if such Series D-4 Preferred Units are redeemed
for cash) or to the General Partner (if such Series D-4 Preferred Units are
redeemed for Series D-4 Preferred Shares).
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<PAGE> 14
(c)The Assignee of any Limited Partner may exercise the rights
of such Limited Partner pursuant to this Section 2.E, and such Limited Partner
shall be deemed to have assigned such rights to such Assignee and shall be bound
by the exercise of such rights by such Limited Partner's Assignee. In connection
with any exercise of the such rights by such Assignee on behalf of such Limited
Partner, the redemption price and any accumulated and unpaid distributions shall
be paid by the Partnership directly to such Assignee and not to such Limited
Partner.
(ii) General Partner Assumption of Right. (a) If the holder of
the Series D-4 Preferred Units has delivered a Series D-4 Notice of Redemption,
the General Partner may, in its sole and absolute discretion (subject to any
limitations on ownership and transfer of Shares set forth in the Declaration of
Trust), elect to assume directly and satisfy the Series D-4 Redemption Right by
paying to the Redeeming Partner either (x) the redemption price required in
Section 2.E(i)(a) above plus any accumulated and unpaid distributions (whether
or not declared) for the Series D-4 Preferred Units being redeemed, subject to
Section 2.D(vi), or (y) in the form of Series D-4 Preferred Shares, as set forth
in paragraph (b) below. Unless the General Partner, in its sole and absolute
discretion, shall exercise its right to assume directly and satisfy the Series
D-4 Redemption Right, the General Partner shall not have any obligation to the
Redeeming Partner or to the Partnership with respect to the Redeeming Partner's
exercise of the Series D-4 Redemption Right. In the event the General Partner
shall exercise its right to satisfy the Series D-4 Redemption Right in the
manner described in the first sentence of this paragraph (ii) and shall fully
perform its obligations in connection therewith, the Partnership shall have no
right or obligation to pay any amount to the Redeeming Partner with respect to
such Redeeming Partner's exercise of the Series D-4 Redemption Right, and each
of the Redeeming Partner, the Partnership and the General Partner shall, for
federal income tax purposes, treat the transaction between the General Partner
and the Redeeming Partner as a sale of the Redeeming Partner's Partnership Units
to the General Partner. Nothing contained in this paragraph (ii) shall imply any
right of the General Partner to require any holder of Series D-4 Preferred Units
to exercise the Series D-4 Redemption Right afforded pursuant to paragraph (i)
above.
(b) In the event that the Partnership redeems Series D-4
Preferred Units for cash in accordance with Section 2.E(i)(a) or the General
Partner elects to purchase the Series D-4 Preferred Units in accordance with
Section 2.E(ii)(a), the units so redeemed shall be terminated. In the event that
the General Partner determines to pay the Redeeming Partner in the form of
Series D-4 Preferred Shares, the General Partner shall issue to the Series D-4
Redeeming Partner one Series D-4 Preferred Share for each Series D-4 Preferred
Unit being redeemed (subject to modification as set forth in paragraph (c)
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<PAGE> 15
below), whereupon the General Partner shall acquire the Series D-4 Preferred
Units offered for redemption by the Series D-4 Redeeming Partner and shall be
treated for all purposes of the Agreement as the owner of such Series D-4
Preferred Units. If the General Partner determines to pay the redemption price
in the form of Series D-4 Preferred Shares only in part, such payment shall be
made pro rata to the holders thereof. Any accumulated and unpaid distributions,
whether or not declared, on such Series D-4 Preferred Units to the date of such
redemption shall also be deemed to have accumulated on the Series D-4 Preferred
Shares paid to the Series D-4 Redeeming Partner in consideration of such Series
D-4 Preferred Units at the time of the issuance of such Series D-4 Preferred
Shares.
(c) In the event that there shall be outstanding at any time
both Series D-4 Preferred Shares and Series D-4 Preferred Units and the General
Partner shall be a party to any transaction (including, without limitation, a
merger, consolidation or statutory share exchange with respect to the Series D-4
Preferred Shares), in each case as a result of which the Series D-4 Preferred
Shares are converted into the right to receive shares of capital stock, other
securities or other property (including cash or any combination thereof),
thereafter the redemption price payable by the General Partner in respect of one
Series D-4 Preferred Unit shall be the kind and amount of shares of capital
stock and other securities and property (including cash or any combination
thereof) that was received upon consummation of such transaction in return for
one Series D-4 Preferred Share; and the General Partner may not become a party
to any such transaction unless the terms thereof are consistent with the
foregoing. In case there shall be outstanding Series D-4 Preferred Units and no
Series D-4 Preferred Shares and the General Partner shall be a party to any
merger or consolidation in which the General Partner is not the surviving
entity, then the Series D-4 Preferred Shares deliverable by the General Partner
thereafter in redemption of Series D-4 Preferred Units pursuant to clause (ii)
above shall be shares of the surviving entity or any entity controlling the
surviving entity having the preferences, rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption substantially similar to those set forth on Schedule 1 to this
Exhibit Q.
(d) Each Redeeming Partner agrees to execute such documents as
the General Partner may reasonably require that are necessary in connection with
the issuance of Series D-4 Preferred Shares upon exercise of the Series D-4
Redemption Right and are consistent with the provisions hereof.
(iii) No Liens on Partnership Units Delivered for Redemption.
Each holder of any Series D-4 Preferred Units covenants and agrees with the
General Partner that all Series D-4 Preferred Units delivered for redemption
shall be delivered to the
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<PAGE> 16
Partnership or the General Partner, as the case may be, free and clear of all
liens, and, notwithstanding anything contained herein to the contrary, neither
the General Partner nor the Partnership shall be under any obligation to acquire
Series D-4 Preferred Units which are or may be subject to any liens. Each holder
of any Series D-4 Preferred Units further agrees that, in the event any state or
local property transfer tax is payable as a result of the transfer of its Series
D-4 Preferred Units to the Partnership or the General Partner, such holder shall
assume and pay such transfer tax.
F. Conversion. The Series D-4 Preferred Units are not
convertible into or redeemable or exchangeable for any other property or
securities of the General Partner Entity or the Partnership at the option of any
holder of Series D-4 Preferred Units, except as provided in Sections D and E
hereof.
G. Ranking. (i) Any class or series of Partnership Units shall
be deemed to rank:
(a) prior to the Series D-4 Preferred Units, as to the payment
of distributions and as to distribution of assets upon liquidation, dissolution
or winding up of the General Partner or the Partnership, if the holders of such
class or series of Partnership Units shall be entitled to the receipt of
distributions or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in preference or priority to the holders of
Series D-4 Preferred Units;
(b) on a parity with the Series D-4 Preferred Units, as to the
payment of distributions and as to the distribution of assets upon liquidation,
dissolution or winding up of the General Partner or the Partnership, whether or
not the distribution rates, distribution payment dates or redemption or
liquidation prices per Partnership Unit be different from those of the Series
D-4 Preferred Units, if the holders of such Partnership Units of such class or
series and the Series D-4 Preferred Units shall be entitled to the receipt of
distributions and of amounts distributable upon liquidation, dissolution or
winding up in proportion to their respective amounts of accrued and unpaid
distributions per Partnership Unit or liquidation preferences, without
preference or priority one over the other, except to the extent that such
distributions or amounts distributable on the Series B-2 Restricted Preferred
Units may not be payable due to a lack of funds in the Nongovernmental Account
("Parity Units"); and
(c) junior to the Series D-4 Preferred Units, as to the
payment of distributions or as to the distribution of assets upon liquidation,
dissolution or winding up of the General Partner or the Partnership, if such
class or series of Partnership Units shall be Class A Units or if the holders of
Series D-4 Preferred Units shall be entitled to receipt of distribution or of
amounts distributable upon liquidation, dissolution or winding up, as the case
may be, in preference or priority to the holders of Partnership Units of such
class or series ("Junior Units").
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<PAGE> 17
(ii) The Series A Preferred Units, Series B Pass-Through
Preferred Units and Series C Pass-Through Preferred Units shall be Parity Units
with respect to the Series D-4 Preferred Units and the holders of the Series D-4
Preferred Units and Series A Preferred Units, Series B Pass-Through Preferred
Units and Series C Pass-Through Preferred Units shall be entitled to the receipt
of distributions and of amounts distributable upon liquidation, dissolution or
winding up in proportion to their respective amounts of accumulated and unpaid
distributions per Partnership Unit or liquidation preferences, without
preference or priority one over the other, except in the case of distributions
on the Series B-2 Restricted Preferred Units to the extent not payable due to a
lack of funds in the Nongovernmental Account and except that:
(a) For so long as the Class D Units are outstanding, the
Series D-4 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, the Series D-4 Preferred Units shall receive: (i)
accumulated and unpaid distributions on a basis pari passu with distributions
made to the holders of any outstanding Class D Units pursuant to Subsection
5.1.B(ii) of the Agreement and (ii) other distributions on a basis pari passu
with distributions made to the holders of any outstanding Class D Units pursuant
to Subsection 5.1.B(iii) of the Agreement.
(b) When the Class D Units are no longer outstanding, the
Series D-4 Preferred Units shall be Preference Units and shall receive
distributions on a basis pari passu with other Partnership Units, if any,
receiving distributions pursuant to Section 5.1.B(i) of the Agreement, except to
the extent that distributions on the Series B-2 Restricted Preferred Units may
not be paid due to a lack of funds in the Nongovernmental Account.
(c) Distributions made pursuant to Subsections G (ii)(a) and
G(ii)(b) of this Exhibit Q shall be made pro rata with other distributions made
to other Partnership Units as to which they rank pari passu based on the ratio
of the amounts to be paid the Series D-4 Preferred Units and such other
Partnership Units, as applicable, to the total amounts to be paid in respect of
the Series D-4 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:
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(a) As long as the Class D Units are outstanding, the Series
D-4 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 (iv) 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 D-4 Preferred Units except
that references to distributions made to the Class D Units shall be deemed to
refer to distributions made to the Series D-4 Preferred Units in a pro rata
manner with such distributions made to the Class D Units.
(b) When the Class D Units are no longer outstanding, the
Series D-4 Preferred Units shall be Preference Units and shall be allocated
items pari passu with the allocation of items to holders of Preference Units
(i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the
Agreement) and shall share in those allocations in a pro rata manner based on
the distributions and allocations of items, as applicable, made to Preference
Units, as applicable; references to Preference Units in Article VI of the
Agreement shall be deemed to also refer to Series D-4 Preferred Units except
that references to distributions made to Preference Units shall be deemed to
refer to distributions made to the Series D-4 Preferred Units in a pro rata
manner with such distributions, if any, made to the Preference Units.
H. Voting. (i) Except as set forth in paragraph (ii) or (iii)
below, the holders of the Series D-4 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.
(ii) So long as any Series D-4 Preferred Units are outstanding, in
addition to any other vote or consent of unit holders required by the Agreement
of Limited Partnership or of shareholders required by the Declaration of Trust,
the affirmative vote of at least a majority of the votes entitled to be cast by
the holders of Series D-4 Preferred Units at the time outstanding 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 of Trust that materially and adversely affects the voting powers,
rights or preferences of the Series D-4 Preferred Shares; provided, however,
that the amendment of the provisions of the Declaration of Trust so as to
authorize or create or to increase the authorized amount of, any Junior Shares
with respect to the Series D-4 Preferred Shares, or any units of any class or
series ranking on a parity with the Series D-4 Preferred Shares (to the extent
such parity shares are not issued to an Affiliate of the Company), shall not
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<PAGE> 19
be deemed to materially and adversely affect the voting powers, rights or
preferences of the holders of Series D-4 Preferred Shares or (b) the
authorization or creation of, or the increase in the authorized amount of, any
shares of any class or series or any security convertible into shares of any
class or series ranking prior to the Series D-4 Preferred Shares in the
distribution of assets on any liquidation, dissolution or winding up of the
General Partner or in the payment of distributions; provided, however, that, in
the case of each of subparagraphs (a) and (b), no such vote of the holders of
Series D-4 Preferred Units shall be required if, at or prior to the time when
such amendment, alteration or repeal is to take effect, or when the issuance of
any such prior shares or convertible security is to be made, provision is made
for the redemption of all Series D-4 Preferred Units at the time outstanding in
accordance with and subject to the provisions hereof.
(iii) So long as any Series D-4 Preferred Units remain outstanding, the
Partnership shall not, without the affirmative vote of the holders of at least a
majority of the Series D-4 Preferred Units outstanding at the time, (x)
authorize or create, or increase the authorized or issued amount of, any class
or series of Partnership Units ranking senior to the Series D-4 Preferred Units
with respect to payment of distributions or rights upon liquidation, dissolution
or winding-up or reclassify any Partnership Units of the Partnership into any
such senior Partnership Unit, or create, authorize or issue any obligations or
securities convertible into or evidencing the right to purchase any such senior
Partnership Units, (y) authorize or create, or increase the authorized or issued
amount of any Parity Preferred Units or reclassify any Partnership Unit of the
Partnership into any such Partnership Unit or create, authorize or issue any
obligations or securities convertible into or evidencing the right to purchase
any such Partnership Units, but in each case only to the extent such Parity
Preferred Units are issued to an affiliate of the Partnership, other than the
General Partner to the extent the issuance of such interests was to allow the
General Partner to issue corresponding securities to persons who are not
affiliates of the Partnership or (z) either consolidate, merge into or with any
corporation or other entity or amend, alter or repeal the provisions of the
Partnership Agreement (including, without limitation, this Section 2.H of
Exhibit Q thereto), whether by merger, consolidation or otherwise, in each case
in a manner that would materially and adversely affect the powers, special
rights, preferences, privileges or voting power of the Series D-4 Preferred
Units; provided, however, that the Partnership may, without the consent of any
Limited Partner, authorize or create, or increase the authorized or issued
amount of, any class or series of Partnership Units ranking on a parity with the
Series A Preferred Units, Series B Pass-Through Preferred Units and Series C
Pass-Through Preferred Units and having distribution and redemption (but not
voting) rights substantially similar to the terms of securities issued by the
General Partner, the proceeds or other consideration from the issuance of which
have been contributed to the Partnership; provided further that with respect to
the occurrence of any event set forth in (z) above, so long as (A) the
Partnership is the surviving entity and the Series D-4 Preferred Units remain
outstanding with the terms thereof unchanged, or (B) the resulting, surviving or
transferee corporation
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<PAGE> 20
or other entity substitutes, for the Series D-4 Preferred Units, other interests
in such corporation or other entity having substantially the same terms and
rights as the Series D-4 Preferred Units, including with respect to
distributions, voting rights and rights upon liquidation, dissolution or
winding-up, then the occurrence of any such event shall be deemed to not
materially and adversely affect the powers, special rights, preferences,
privileges or voting power of the Series D-4 Preferred Units; and provided
further that any increase in the amount of Partnership Units or the creation or
issuance of any other class or series of Partnership Units, in each case ranking
either (C) junior to the Series D-4 Preferred Units with respect to payment of
distributions and the distribution of assets upon liquidation, dissolution or
winding-up or (D) on a parity with the Series D-4 Preferred Units with respect
to payment of distributions and the distribution of assets upon liquidation,
dissolution or winding-up to the extent such Partnership Units are not issued to
an affiliate of the Partnership, other than the General Partner to the extent
the issuance of such interests was to allow the General Partner to issue
corresponding securities to persons who are not affiliates of the Partnership,
shall be deemed to not materially and adversely affect the powers, special
rights, preferences, privileges or voting power of the Series D-4 Preferred
Units.
For purposes of the foregoing provisions of section H(ii) and
this section H(iii), each Series D-4 Preferred Unit shall have one (1) vote per
unit.
(iv) So long as any Series D-4 Preferred Units are outstanding, the
Partnership shall not, without the affirmative vote of at least a majority of
the Series D-4 Preferred Units outstanding at the time, enter into any contract,
mortgage, loan or other agreement that prohibits or restricts, or has the effect
of prohibiting or restricting, the General Partner from electing to assume
directly and satisfy the Series D-4 Redemption Right by paying to the Redeeming
Partner in the form of Series D-4 Preferred Shares, as set forth in paragraph
2.E(ii)(b) above.
(v) Notwithstanding anything to the contrary herein, in no event shall
the General Partner or any of its Affiliates have any voting, consent or
approval rights in respect of any Series D-4 Preferred Units it or they may
hold, and any percentage or portion of outstanding Series D-4 Preferred Units
that may be required hereunder for any vote, consent or approval of holders
thereof shall be determined as if all Series D-4 Preferred Units then held by
the General Partner or any of its Affiliates were not outstanding.
I. Transfers. Notwithstanding anything in this Agreement to
the contrary, the Series D-4 Preferred Units shall be freely transferable by The
Times Mirror Company, a Delaware corporation, to LLC, which shall upon such
transfer be admitted as
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<PAGE> 21
a Limited Partner hereunder.
J. General. (i) At such time, if any, as the General Partner
becomes a holder of Series D-4 Preferred Units, the rights of the General
Partner, in its capacity as the holder of the Series D-4 Preferred Units, except
as to voting, will be in addition to and not in limitation on any other rights
or authority of the General Partner, in any other capacity, under the Agreement.
In addition, nothing contained in this Exhibit Q shall be deemed to limit or
otherwise restrict any rights or authority of the General Partner under the
Agreement, other than in its capacity as the holder of Series D-4 Preferred
Units.
(ii) Anything herein contained to the contrary
notwithstanding, the General Partner shall take all steps that it determines are
necessary or appropriate (including modifying the foregoing terms of the Series
D-4 Preferred Units) to ensure that the Series D- 4 Preferred Units (including,
without limitation the redemption and conversion terms thereof) permit the
General Partner to satisfy its obligations (including, without limitation, its
obligations to make dividend payments on the Series D-4 Preferred Shares) with
respect to the Series D-4 Preferred Shares, if and when any such Units are
issued, it being the intention that, except to the extent provided in Schedule 1
to this Exhibit Q, the terms of the Series D-4 Preferred Shares will be
substantially similar to the terms of the Series D-4 Preferred Units.
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<PAGE> 1
Exhibit 99.1
Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, NJ 07663
FOR IMMEDIATE RELEASE--September 7, 1999
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SADDLE BROOK, NEW JERSEY....VORNADO REALTY TRUST (NYSE:VNO) today
announced that Vornado Realty L.P., the operating partnership through which
Vornado Realty Trust conducts its business, has sold an aggregate of $325
million of 8.25% Series D-3 and D-4 Cumulative Redeemable Preferred Units to
two institutional investors in private placements, resulting in net proceeds of
approximately $316 million. The perpetual Preferred Units may be called without
penalty at the option of Vornado Realty L.P. commencing in 2004.
The securities have not been and will not be registered under the
Securities Act of 1933, as amended, or any state securities laws and may not be
offered or sold except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws.
Vornado Realty Trust is a fully-integrated equity real estate investment
trust.
