SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d- 2(b)
Vornado Realty Trust
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(Name of Issuer)
Common Shares, par value $0.01 per share
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(Title of Class of Securities)
929042208
-------------------------
(CUSIP Number)
March 2, 2000
-------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/_/ Rule 13d-1 (b)
/x/ Rule 13d-1 (c)
/_/ Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 929042208 13G Page 2 of 15 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Commonwealth Atlantic Properties Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
5. SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 6. SHARED VOTING POWER
OWNED
BY 5,679,727
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH None
8. SHARED DISPOSITIVE POWER
5,679,727
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,679,727
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12. TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 929042208 13G Page 3 of 15 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Commonwealth Atlantic Properties Investors Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
5. SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 6. SHARED VOTING POWER
OWNED
BY 5,679,727
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH None
8. SHARED DISPOSITIVE POWER
5,679,727
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,679,727
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12. TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 929042208 13G Page 4 of 15 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
LF Strategic Realty Investors L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 6. SHARED VOTING POWER
OWNED
BY 5,679,727
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH None
8. SHARED DISPOSITIVE POWER
5,679,727
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,679,727
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12. TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTION BEFORE FILLING OUT!
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<PAGE>
CUSIP No. 929042208 13G Page 5 of 15 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lazard Freres Real Estate Investors L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5. SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 6. SHARED VOTING POWER
OWNED
BY 5,679,727
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH None
8. SHARED DISPOSITIVE POWER
5,679,727
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,679,727
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12. TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTION BEFORE FILLING OUT!
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<PAGE>
CUSIP No. 929042208 13G Page 6 of 15 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lazard Freres & Co. LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5. SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 6. SHARED VOTING POWER
OWNED
BY 5,679,727
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH None
8. SHARED DISPOSITIVE POWER
5,679,727
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,679,727
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12. TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTION BEFORE FILLING OUT!
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Page 7 of 15 Pages
SCHEDULE 13G
Item 1(a). Name of Issuer: Vornado Realty Trust (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices: Park 80 West
Plaza II, Saddlebrook, NJ 07663
Item 2(a). Names of Person Filing: This statement is filed on behalf of
each of the following persons:
(i) Commonwealth Atlantic Properties Inc. ("CAPI")
(ii) Commonwealth Atlantic Properties Investors Trust
("CAPIT")
(iii) LF Strategic Realty Investors L.P. ("LFSRI")
(iv) Lazard Freres Real Estate Investors L.L.C. ("LFREI")
(v) Lazard Freres & Co. LLC ("Lazard" and, together with
CAPI, CAPIT, LFSRI and LFREI, the "Reporting
Persons")
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of CAPI is c/o 66
Canal Center, 7th Floor, Alexandria, Virginia 22314.
The address of the principal business office of LFSRI, LFREI
and CAPIT is c/o Lazard Freres Real Estate Investors L.L.C.,
30 Rockefeller Plaza, New York, New York 10020.
The address of the principal business office of Lazard is 30
Rockefeller Plaza, New York, New York 10020.
Item 2(c). Citizenship:
(i) CAPI is a Virginia corporation.
(ii) CAPIT is a Maryland real estate investment
trust.
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Page 8 of 15 Pages
(iii) LFSRI is a Delaware limited partnership.
(iv), (v) LFREI and Lazard are New York limited liability
companies.
Item 2(d). Title of Class of Securities: Common Stock, par value $0.01
per share (the "Common Shares")
Item 2(e). CUSIP Number: 929042208
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b), Check Whether the Person Filing is a:
(a) /_/ Broker or Dealer registered under Section 15 of the Act;
(b) /_/ Bank as defined in Section 3(a)(6) of the Act;
(c) /_/ Insurance company as defined in Section 3(a)(19) of the Act;
(d) /_/ Investment company registered under Section 8 of the
Investment Company Act;
(e) /_/ An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E);
(f) /_/ An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) /_/ A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) /_/ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) /_/ A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) /_/ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
Item 4(a). Amount beneficially owned:
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Page 9 of 15 Pages
CAPI beneficially owns 4,998,000 Series E-1 Convertible
Preferred Units (the "Preferred Units") of Vornado Realty L.P. (the
"Operating Partnership"), which have a liquidation preference of
$50.00 per Preferred Unit. Commencing on May 1, 2000, CAPI shall
have the right to request the Operating Partnership to redeem
Preferred Units for, at CAPI's election, either (i) approximately
1.1364 Class A Units of the Operating Partnership ("Class A Units")
per Preferred Unit, subject to adjustment, or (ii) cash at a
redemption price obtained by multiplying the number of Class A
Units that would have been receivable under the preceding clause
(i) by the value (defined generally as the average of the daily
market price for the ten consecutive trading days immediately
preceding the date with respect to which value must be determined)
(the "Value") on the redemption date of one Common Share.
If CAPI elects to require the Operating Partnership to
redeem the Preferred Units for cash, the Issuer, as General Partner
of the Operating Partnership, may, in its sole discretion, elect to
assume directly and satisfy the redemption right by delivering to
CAPI either (x) the cash redemption price described in clause (ii)
of the preceding sentence or (y) a number of Common Shares equal to
the number of Class A Units that would have been issuable by the
Operating Partnership if CAPI had elected to receive Class A Units
rather than cash.
If CAPI elects to require the Operating Partnership to
redeem Preferred Units for Class A Units, CAPI would have the right
to require the Operating Partnership to redeem Class A Units for
cash in an amount equal to the Value of an equivalent number of
Common Shares. The Issuer, as General Partner of the Operating
Partnership, would be permitted, in its sole discretion, to elect
to assume directly and satisfy the redemption right by delivering
to CAPI either (x) the cash amount that would have been payable by
the Operating Partnership or (y) a number of Common Shares equal to
the number of Class A Units that CAPI had requested the Operating
Partnership to redeem.
All of the common stock of CAPI is owned by CAPIT and
LFSRI. LFSRI also owns all of the common stock of CAPIT. CAPIT
and LFSRI may be deemed to be the beneficial owners of the Class A
Units beneficially owned by CAPI. As the general partner of LFSRI,
LFREI may be deemed to be the beneficial owner of the Class A Units
beneficially owned by CAPI. As the managing member of LFREI,
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Page 10 of 15 Pages
Lazard may also be deemed to be the beneficial owner of the Class A
Units beneficially owned by CAPI.
Assuming all of CAPI's Preferred Units were converted to
Class A Units, which were then converted to Common Shares, CAPI
would beneficially own 5,679,727 Common Shares, and CAPIT, LFSRI,
LFREI and Lazard could then be deemed to beneficially own such
Common Shares.
Each of the Reporting Persons disclaims beneficial
ownership of any Common Shares.
Item 4(b). Percent of Class:
See Item 11 of the cover pages, which is based on Item 9
of the cover pages. See Item 4(a).
The percentage has been computed based on the 85,948,399
Common Shares outstanding as of October 25, 1999, as indicated in
the Issuer's Quarterly Report on Form 10-Q for the period ended
September 30, 1999, as filed with the Securities and Exchange
Commission.
Item 4(c). Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
See Item 5 of the cover pages.
(ii) Shared power to vote or to direct the vote
See Item 6 of the cover pages.
(iii) Sole power to dispose or to direct the disposition of
See Item 7 of the cover pages.
(iv) Shared power to dispose or to direct the disposition
of
See Item 8 of the cover pages.
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Page 11 of 15 Pages
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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Page 12 of 15 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: March 10, 2000
COMMONWEALTH ATLANTIC PROPERTIES INC.
By: /s/ John A. Moore
___________________________________________
Name: John A. Moore
Title: Vice President
COMMONWEALTH ATLANTIC PROPERTIES
INVESTORS TRUST
By: /s/ John A. Moore
___________________________________________
Name: John A. Moore
Title: Vice President, Chief Financial
Officer and Trustee
LF STRATEGIC REALTY INVESTORS L.P.
By: Lazard Freres Real Estate Investors L.L.C.,
its general partner
By: /s/ John A. Moore
___________________________________________
Name: John A. Moore
Title: Principal and Chief Financial Officer
LAZARD FRERES REAL ESTATE INVESTORS L.L.C.
By: /s/ John A. Moore
___________________________________________
Name: John A. Moore
Title: Principal and Chief Financial Officer
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Page 13 of 15 Pages
LAZARD FRERES & CO. LLC
By: /s/ Scott D. Hoffman
___________________________________________
Name: Scott D. Hoffman
Title: Managing Director
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Page 14 of 15 Pages
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a statement on Schedule 13G (including amendments
thereto) with respect to the Common Shares of Vornado Realty Trust and
further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filings. In evidence thereof, the undersigned, being duly
authorized, hereby execute this Agreement as of March 10, 2000.
COMMONWEALTH ATLANTIC PROPERTIES INC.
By: /s/ John A. Moore
___________________________________________
Name: John A. Moore
Title: Vice President
COMMONWEALTH ATLANTIC PROPERTIES
INVESTORS TRUST
By: /s/ John A. Moore
___________________________________________
Name: John A. Moore
Title: Vice President, Chief Financial
Officer and Trustee
LF STRATEGIC REALTY INVESTORS L.P.
By: Lazard Freres Real Estate Investors L.L.C.,
its general partner
By: /s/ John A. Moore
___________________________________________
Name: John A. Moore
Title: Principal and Chief Financial Officer
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Page 15 of 15 Pages
LAZARD FRERES REAL ESTATE INVESTORS L.L.C.
By: /s/ John A. Moore
___________________________________________
Name: John A. Moore
Title: Principal and Chief Financial Officer
LAZARD FRERES & CO. LLC
By: /s/ Scott D. Hoffman
___________________________________________
Name: Scott D. Hoffman
Title: Managing Director
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