<PAGE> 1
Exhibit Index on page 6
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 22-1657560
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(Address of Principal Executive Offices) (Zip Code)
VORNADO REALTY TRUST 1993 OMNIBUS SHARE PLAN
(Full Title of the Plan)
JOSEPH MACNOW
VORNADO REALTY TRUST
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(Name and Address of Agent for Service)
(201) 587-1000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Alan Sinsheimer, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title Of Number Of Proposed
Securities Shares Proposed Maximum Amount Of
To Be To Be Maximum Offering Aggregate Registration
Registered Registered Price Per Share(1) Offering Price(1) Fee
- ---------- ---------- ------------------ ----------------- ---
<S> <C> <C> <C> <C>
Common Shares
Of Beneficial
Interest (Par Value $.04
Per Share)........................ 7,000,000 $ 37.5625 $ 262,937,500 $ 73,097
========= ================== ================= ============
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(h) based upon the average
of the high and low price of the Common Shares of Beneficial Interest of Vornado
Realty Trust as reported on the New York Stock Exchange on June 21, 1999.
<PAGE> 2
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
The contents of the Registrant's Registration Statement on Form S-8 (File No.
333-09159), as filed with the Securities and Exchange Commission on July 30,
1996, are hereby incorporated by reference.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 Amended and Restated Declaration of Trust of the Company, amended
April 3, 1997 (incorporated by reference to Exhibit 3.1 of Vornado
Realty Trust's Registration Statement on Form S-8 (File No.
333-29011), filed on June 12, 1997)
4.2 Articles of Amendment of Declaration of Trust of Vornado Realty
Trust, as filed with the State Department of Assessments and
Taxation of Maryland on April 22, 1998 (incorporated by reference
to Exhibit 3.1 of Vornado Realty Trust's Current Report on Form
8-K dated April 22, 1998 (File No. 001-11954), filed on April 28,
1998)
4.3 Articles Supplementary classifying Vornado Realty Trust's $3.25
Series A Preferred Shares of Beneficial Interest, liquidation
preference $50.00 per share (incorporated by reference to Exhibit
4.1 of Vornado Realty Trust's Current Report on Form 8-K/A, dated
April 3, 1997 (File No. 001-11954), filed on April 8, 1997)
4.4 Articles Supplementary classifying Vornado Realty Trust's Series
D-1 8.5% Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 3.1 of Vornado Realty
Trust's Current Report on Form 8-K dated November 12, 1998 (File
No. 001-11954), filed on November 30, 1998)
4.5 Articles Supplementary classifying additional Series D-1 8.5%
Preferred Shares of Beneficial Interest, liquidation preference
$25.00 per share, no par value (incorporated by reference to
Exhibit 3.2 of Vornado Realty Trust's Current Report on Form
8-K/A, dated November 12, 1998 (File No. 001-11954), filed on
February 9, 1999)
4.6 Articles Supplementary classifying Vornado Realty Trust's 8.5%
Series B Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 3.3 of Vornado Realty
Trust's Current Report on Form 8-K, dated March 3, 1999 (File No.
001-11954), filed on March 17, 1999)
4.7 Articles Supplementary classifying Vornado Realty Trust's 8.5%
Series C Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 3.7 of Vornado Realty
Trust's Registration Statement on Form 8-A (File No. 001-11954),
filed on May 19, 1999)
4.8 By-laws of Vornado Realty Trust, as amended on April 28, 1997
(incorporated by reference to Exhibit 3(b) of Vornado Realty
Trust's Quarterly Report on Form 10-Q for the period ended March
31, 1997 (File No. 001-11954), filed on May 14, 1997)
4.9 Second Amended and Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of October 20, 1997 (the
"Partnership Agreement") (incorporated by reference to Exhibit 3.4
of Vornado Realty Trust's Annual Report on Form 10-K for the year
ended December 31, 1997 (File No. 001-11954), filed on March 31,
1998)
4.10 Amendment, dated as of December 16, 1997, to the Partnership
Agreement (incorporated by reference to Exhibit 3.5 of Vornado
Realty Trust's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 001-11954), filed on March 31, 1998)
4.11 Second Amendment, dated as of April 1, 1998, to the Partnership
Agreement (incorporated by reference to Exhibit 3.5 of Vornado
Realty Trust's Registration Statement on Form S-3 (File No.
333-50095), filed on April 14, 1998)
4.12 Third Amendment, dated as of November 12, 1998, to the Partnership
Agreement (incorporated by reference to Exhibit 3.2 of Vornado
Realty Trust's Current Report on Form 8-K, dated November 12, 1998
(File No. 1-11954), filed on November 30, 1998)
2
<PAGE> 3
4.13 Fourth Amendment to the Partnership Agreement, dated as of
November 30, 1998 (incorporated by reference to Exhibit 3.1 of
Vornado Realty Trust's Current Report on Form 8-K, dated December
1, 1998 (File No. 1-11954), filed on February 9, 1999)
4.14 Exhibit A to the Partnership Agreement, dated as of December 22,
1998 (incorporated by reference to Exhibit 3.4 of Vornado Realty
Trust's Current Report on form 8-K/A, dated November 12, 1998
(File No. 1-11954), filed on February 9, 1999)
4.15 Fifth Amendment to the Partnership Agreement, dated as of March 3,
1999 (incorporated by reference to Exhibit 3.1 of Vornado Realty
Trust's Current Report on Form 8-K, dated March 3, 1999 (File No.
1-11954), filed on March 17, 1999)
4.16 Vornado Realty Trust's 1993 Omnibus Share Plan, as amended
(incorporated by reference to Exhibit 4.1 of Vornado Realty
Trust's Registration Statement on Form S-8 (File No. 333-29011),
filed on June 12, 1997)
4.17 Specimen certificate representing Vornado Realty Trust's Common
Shares of Beneficial Interest (incorporated by reference to
Amendment No. 1 to Vornado Realty Trust's Registration Statement
on Form S-3 (File No. 33-62395), filed on October 26, 1995)
4.18 Specimen certificate evidencing Vornado Realty Trust's $3.25
Series A Preferred Shares of Beneficial Interest, liquidation
preference $50.00 per share, no par value (incorporated by
reference to Exhibit 4.2 of Vornado Realty Trust's Current Report
on Form 8-K, dated April 3, 1997 (File No. 001-11954), filed on
April 8, 1998)
4.19 Specimen certificate evidencing Vornado Realty Trust's 8.5% Series
B Cumulative Redeemable Preferred Shares of Beneficial Interest,
liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 4.2 of Vornado Realty
Trust's Registration Statement on Form 8-A (File No. 001-11954),
filed on March 15, 1999)
4.20 Specimen certificate evidencing Vornado Realty Trust's 8.5% Series
C Cumulative Redeemable Preferred Shares of Beneficial Interest,
liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 4.2 of Vornado Realty
Trust's Registration Statement on Form 8-A (File No. 001-11954),
filed on May 19, 1999)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its
opinion filed as Exhibit 5.1)
23.2 Consents of Deloitte & Touche LLP
23.3 Consent of Friedman Alpren & Green LLP
23.4 Consent of Sharrard, McGee & Co., P.A.
23.5 Consent of KPMG LLP
24.1 Powers of Attorney (included on page 5)
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Vornado Realty Trust
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Saddle Brook and State of New Jersey, on June
24, 1999.
VORNADO REALTY TRUST,
a Maryland real estate investment trust
By: /s/ Irwin Goldberg
------------------
Irwin Goldberg
Vice President - Chief Financial Officer
(Principal Financial and Accounting Officer)
4
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven Roth, Michael D. Fascitelli,
Joseph Macnow and Irwin Goldberg, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) and supplements to this
Registration Statement and any and all registration statements necessary to
register additional securities, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission or any other regulatory authority, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Steven Roth Chairman of the Board of Trustees June 24, 1999
- ------------------------- (Principal Executive Officer)
Steven Roth
/s/ Michael D. Fascitelli President and Trustee June 24, 1999
- -------------------------
Michael D. Fascitelli
/s/ Irwin Goldberg Vice President - Chief June 24, 1999
- ------------------------- Financial Officer
Irwin Goldberg (Principal Financial
and Accounting Officer)
/s/ David Mandelbaum
- -------------------------
David Mandelbaum Trustee June 24, 1999
/s/ Stanley Simon
- -------------------------
Stanley Simon Trustee June 24, 1999
/s/ Ronald G. Targan
- -------------------------
Ronald G. Targan Trustee June 24, 1999
/s/ Richard R. West
- -------------------------
Richard R. West Trustee June 24, 1999
/s/ Russell B. Wight, Jr.
- -------------------------
Russell B. Wight, Jr. Trustee June 24, 1999
</TABLE>
5
<PAGE> 6
EXHIBIT INDEX
Exhibit
Number Description
4.1. Amended and Restated Declaration of Trust of the Company, amended
April 3, 1997 (incorporated by reference to Exhibit 3.1 of Vornado
Realty Trust's Registration Statement on Form S-8 (File No.
333-29011), filed on June 12, 1997)
4.2. Articles of Amendment of Declaration of Trust of Vornado Realty
Trust, as filed with the State Department of Assessments and
Taxation of Maryland on April 22, 1998 (incorporated by reference
to Exhibit 3.1 of Vornado Realty Trust's Current Report on Form
8-K dated April 22, 1998 (File No. 001-11954), filed on April 28,
1998)
4.3. Articles Supplementary classifying Vornado Realty Trust's $3.25
Series A Preferred Shares of Beneficial Interest, liquidation
preference $50.00 per share (incorporated by reference to Exhibit
4.1 of Vornado Realty Trust's Current Report on Form 8-K/A, dated
April 3, 1997 (File No. 001-11954), filed on April 8, 1997)
4.4. Articles Supplementary classifying Vornado Realty Trust's Series
D-1 8.5% Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 3.1 of Vornado Realty
Trust's Current Report on Form 8-K dated November 12, 1998 (File
No. 001-11954), filed on November 30, 1998)
4.5. Articles Supplementary classifying additional Series D-1 8.5%
Preferred Shares of Beneficial Interest, liquidation preference
$25.00 per share, no par value (incorporated by reference to
Exhibit 3.2 of Vornado Realty Trust's Current Report on Form
8-K/A, dated November 12, 1998 (File No. 001-11954), filed on
February 9, 1999)
4.6. Articles Supplementary classifying Vornado Realty Trust's 8.5%
Series B Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 3.3 of Vornado Realty
Trust's Current Report on Form 8-K, dated March 3, 1999 (File No.
001-11954), filed on March 17, 1999)
4.7. Articles Supplementary classifying Vornado Realty Trust's 8.5%
Series C Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 3.7 of Vornado Realty
Trust's Registration Statement on Form 8-A (File No. 001-11954),
filed on May 19, 1999)
4.8. By-laws of Vornado Realty Trust, as amended on April 28, 1997
(incorporated by reference to Exhibit 3(b) of Vornado Realty
Trust's Quarterly Report on Form 10-Q for the period ended March
31, 1997 (File No. 001-11954), filed on May 14, 1997)
4.9. Second Amended and Restated Agreement of Limited Partnership of
Vornado Realty L.P., dated as of October 20, 1997 (the
"Partnership Agreement") (incorporated by reference to Exhibit 3.4
of Vornado Realty Trust's Annual Report on Form 10-K for the year
ended December 31, 1997 (File No. 001-11954), filed on March 31,
1998)
4.10. Amendment, dated as of December 16, 1997, to the Partnership
Agreement (incorporated by reference to Exhibit 3.5 of Vornado
Realty Trust's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 001-11954), filed on March 31, 1998)
4.11. Second Amendment, dated as of April 1, 1998, to the Partnership
Agreement (incorporated by reference to Exhibit 3.5 of Vornado
Realty Trust's Registration Statement on Form S-3 (File No.
333-50095), filed on April 14, 1998)
4.12. Third Amendment, dated as of November 12, 1998, to the Partnership
Agreement (incorporated by reference to Exhibit 3.2 of Vornado
Realty Trust's Current Report on Form 8-K, dated November 12, 1998
(File No. 1-11954), filed on November 30, 1998)
4.13. Fourth Amendment to the Partnership Agreement, dated as of
November 30, 1998 (incorporated by reference to Exhibit 3.1 of
Vornado Realty Trust's Current Report on Form 8-K, dated December
1, 1998 (File No. 1-11954), filed on February 9, 1999)
4.14. Exhibit A to the Partnership Agreement, dated as of December 22,
1998 (incorporated by reference to Exhibit 3.4 of Vornado Realty
Trust's Current Report on form 8-K/A, dated November 12, 1998
(File No. 1-11954), filed on February 9, 1999)
6
<PAGE> 7
4.15. Fifth Amendment to the Partnership Agreement, dated as of March 3,
1999 (incorporated by reference to Exhibit 3.1 of Vornado Realty
Trust's Current Report on Form 8-K, dated March 3, 1999 (File No.
1-11954), filed on March 17, 1999)
4.16. Vornado Realty Trust 1993 Omnibus Share Plan, as amended
(incorporated by reference to Exhibit 4.1 of Vornado Realty
Trust's Registration Statement on Form S-8 (File No. 333-29011),
filed on June 12, 1997)
4.17. Specimen certificate representing Vornado Realty Trust's Common
Shares of Beneficial Interest (incorporated by reference to
Amendment No. 1 to Vornado Realty Trust's Registration Statement
on Form S-3 (File No. 33-62395), filed on October 26, 1995)
4.18. Specimen certificate evidencing Vornado Realty Trust's $3.25
Series A Preferred Shares of Beneficial Interest, liquidation
preference $50.00 per share, no par value (incorporated by
reference to Exhibit 4.2 of Vornado Realty Trust's Current Report
on Form 8-K, dated April 3, 1997 (File No. 001-11954), filed on
April 8, 1998)
4.19. Specimen certificate evidencing Vornado Realty Trust's 8.5% Series
B Cumulative Redeemable Preferred Shares of Beneficial Interest,
liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 4.2 of Vornado Realty
Trust's Registration Statement on Form 8-A (File No. 001-11954),
filed on March 15, 1999)
4.20. Specimen certificate evidencing Vornado Realty Trust's 8.5% Series
C Cumulative Redeemable Preferred Shares of Beneficial Interest,
liquidation preference $25.00 per share, no par value
(incorporated by reference to Exhibit 4.2 of Vornado Realty
Trust's Registration Statement on Form 8-A (File No. 001-11954),
filed on May 19, 1999)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its
opinion filed as Exhibit 5.1)
23.2 Consents of Deloitte & Touche LLP
23.3 Consent of Friedman Alpren & Green LLP
23.4 Consent of Sharrard, McGee & Co., P.A.
23.5 Consent of KPMG LLP
24.1 Powers of Attorney (included on page 5)
7
<PAGE> 1
Exhibit 5.1
[Letterhead of Ballard Spahr Andrews & Ingersoll, LLP]
FILE NUMBER
804678
June 24, 1999
Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Vornado Realty Trust, a Maryland
real estate investment trust (the "Company"), in connection with certain matters
of Maryland law arising out of the registration of 7,000,000 common shares of
beneficial interest, $.04 par value per share, of the Company (the "Shares")
covered by the above-referenced Registration Statement (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "1933 Act"). The
Shares are to be issued by the Company pursuant to the Vornado Realty Trust
1993 Omnibus Share Plan, as amended (the "Plan"). Capitalized terms used but
not defined herein shall have the meanings given to them in the Registration
Statement.
In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, filed with the Securities
and Exchange Commission (the "Commission"), pursuant to the Securities Act of
1933, as amended (the "1933 Act"), and the related form of prospectus in the
form in which it will be sent or given to employees of the Company in accordance
with Rule 428(b)(1) under the 1933 Act;
2. The Amended and Restated Declaration of Trust of
the Company, as amended (the "Declaration of Trust"), certified
<PAGE> 2
Vornado Realty Trust
June 24, 1999
Page 2
as of a recent date by the State Department of Assessments and
Taxation of Maryland (the "SDAT");
3. The Bylaws of the Company, certified as of the date hereof
by an officer of the Company;
4. Resolutions adopted by the Board of Trustees of the Company
relating to (i) the amendment of the Plan to increase the number of shares of
beneficial interest which may be issued pursuant to options granted under the
Plan and (ii) the issuance and registration of the Shares, certified as of the
date hereof by an officer of the Company;
5. A draft of minutes of the Annual Meeting of the Company, held June
2, 1999, at which resolutions were adopted by the shareholders of the Company
relating to the amendment of the Plan to increase the number of shares of
beneficial interest which may be issued pursuant to options granted under the
Plan, certified as of the date hereof by an officer of the Company;
6. A specimen of the certificate evidencing a common share of
beneficial interest of the Company, certified as of the date hereof by an
officer of the Company;
7. A certificate of the SDAT as to the good standing of the
Company, dated as of a recent date;
8. A certificate executed by an officer of the Company, dated
as of the date hereof;
9. The Plan; and
10. Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth in this letter,
subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed,
and so far as is known to us there are no facts inconsistent with, the
following:
1. Each individual executing any of the Documents, whether on
behalf of such individual or another person, is legally competent to do so.
<PAGE> 3
Vornado Realty Trust
June 24, 1999
Page 3
2. Each individual executing any of the Documents on behalf of
a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any
of the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party's obligations set
forth therein are legal, valid and binding and are enforceable in accordance
with all stated terms.
4. All Documents submitted to us as originals are authentic.
The form and content of any Documents submitted to us as unexecuted drafts do
not differ in any respect relevant to this opinion from the form and content of
such Documents as executed and delivered. All Documents submitted to us as
certified or photostatic copies conform to the original documents. All
signatures on all such Documents are genuine. All public records reviewed or
relied upon by us or on our behalf are true and complete. All statements and
information contained in the Documents are true and complete. There has been no
oral or written modification of or amendment to any of the Documents, and there
has been no waiver of any provision of any of the Documents, by action or
omission of the parties or otherwise.
5. The Shares will not be issued or transferred in violation
of any restriction or limitation contained in the Declaration of Trust.
The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed
and existing under and by virtue of the laws of the State of Maryland and is in
good standing with the SDAT.
2. The Shares have been duly authorized for issuance pursuant
to the Plan and, when and if issued and delivered against payment therefor in
the manner described in the Plan, the Registration Statement and the resolutions
of the Board of
<PAGE> 4
Vornado Realty Trust
June 24, 1999
Page 4
Trustees of the Company authorizing their issuance, will be (assuming that the
sum of (i) all shares of beneficial interest issued as of the date hereof, (ii)
any shares of beneficial interest issued between the date hereof and any date on
which the Shares are actually issued (not including the Shares) and (iii) the
Shares will not exceed the total number of shares of beneficial interest that
the Company is then authorized to issue) validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the substantive laws of
the State of Maryland and we do not express any opinion herein concerning any
other law. We express no opinion as to the applicability or effect of any
federal or state securities laws, including the securities laws of the State of
Maryland, or as to federal or state laws regarding fraudulent transfers. To the
extent that any matter as to which our opinion is expressed herein would be
governed by any jurisdiction other than the State of Maryland, we do not express
any opinion on such matter.
We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for submission
to the Commission as an exhibit to the Registration Statement and, accordingly,
may not be relied upon by, quoted in any manner to, or delivered to any other
person or entity without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Vornado Realty Trust on Form S-8 of our report dated March 24, 1999, appearing
in the Annual Report on Form 10-K of Vornado Realty Trust for the year ended
December 31, 1998.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
June 23, 1999
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Vornado Realty Trust on Form S-8 of our report dated March 20, 1998 on the
statement of revenues and certain expenses of 888 7th Avenue, for the year ended
December 31, 1997, which report appears in the Form 8-K of Vornado Realty Trust,
dated August 12, 1998 and filed with the Securities and Exchange Commission on
February 12, 1999.
/s/ Deloitte & Touche LLP
New York, New York
June 23, 1999
<PAGE> 1
EXHIBIT 23.3
[Letterhead of Friedman Alpren & Green LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Vornado Realty Trust on Form S-8 of our report dated July 30, 1998 on the
statement of revenues and certain expenses of 689 Fifth Avenue, New York, New
York, for the year ended December 31, 1997, which report appears in the Form 8-K
of Vornado Realty Trust, dated August 12, 1998 and filed with the Securities and
Exchange Commission on February 12, 1999.
/s/ Friedman Alpren & Green LLP
New York, New York
June 18, 1999
<PAGE> 1
EXHIBIT 23.4
[Letterhead of Sharrard, McGee & Co., P.A.]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference into this Registration Statement of
Vornado Realty Trust on Form S-8 of our report dated September 30, 1998 on the
statement of income and expense of certain properties of Market Square Limited
Partnership for the year ended December 31, 1997 and our compilation report
dated November 12, 1998 on the statement of income and expense of certain
properties of Market Square Limited Partnership for the nine months ended
September 30, 1998 and 1997, which reports appear in the Form 8-K of Vornado
Realty Trust, dated August 12, 1998 and filed with the Securities and Exchange
Commission on February 12, 1999.
/s/ Sharrard, McGee & Co., P.A.
High Point, North Carolina
June 24, 1999
<PAGE> 1
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference into this Registration Statement on
Form S-8 of Vornado Realty Trust of our report dated March 20, 1998, with
respect to the consolidated balance sheets of Mendik Real Estate Limited
Partnership and consolidated venture as of December 31, 1997 and 1996, and the
related consolidated statements of operations, partners' capital (deficit), and
cash flows for each of the years in the three-year period ended December 31,
1997, which report is incorporated by reference in the Form 8-K of Vornado
Realty Trust, dated August 12, 1998 and filed with the Securities and Exchange
Commission on February 12, 1999.
/s/ KPMG LLP
Boston, Massachusetts
June 23, 1999
