VORNADO REALTY TRUST
8-K, EX-3.3, 2000-06-16
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
                                                                     EXHIBIT 3.3


CONTACT:
JOSEPH MACNOW
(201) 587-1000
Park 80 West, Plaza II
Saddle Brook, NJ 07663

                                                                    MAY 26, 2000



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 $180 million of 8.25% Series D-7
Cumulative Redeemable Preferred Units to an institutional investor in a private
placement, resulting in net proceeds of approximately $175.5 million. The
perpetual Preferred Units may be called without penalty at the option of Vornado
Realty L.P. commencing in May 2005.

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.


Certain statements contained herein may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, risks associated with the timing of and costs
associated with property improvements, financing commitments and general
competitive factors.

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