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Exhibit Index on Page 5
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): December 8, 2000
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)
888 7TH AVENUE, NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
(212) 894-7000
(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-8 PREFERRED UNITS BY VORNADO REALTY L.P.
On December 8, 2000, Vornado Realty L.P., a Delaware limited
partnership through which Vornado Realty Trust conducts its business (the
"Operating Partnership"), sold $9 million of Series D-8 Preferred Units of
limited partnership interest (the "Series D-8 Preferred Units") to an
institutional investor in a private placement, resulting in net proceeds of
$8,775,000.
The Series D-8 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 May 1, 2005 for cash equal to $25 per Series D-8 Preferred Unit and any
accumulated and unpaid distributions owing in respect of the Series D-8
Preferred Units being redeemed. At any time on or after the Series D-8 Effective
Date (as defined below), holders of Series D-8 Preferred Units will have the
right to have their Series D-8 Preferred Units redeemed by the Operating
Partnership for (i) cash at a redemption price equal to $25 per unit for the
Series D-8 Preferred Units being redeemed or (ii) at the option of Vornado
Realty Trust, one Series D-8 8.25% Cumulative Redeemable Preferred Share of
Beneficial Interest (liquidation preference $25 per share), no par value (the
"Series D-8 Preferred Shares"), of Vornado Realty Trust for each Series D-8
Preferred Unit redeemed. The "Series D-8 Effective Date" means the sooner of (i)
May 1, 2010, (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-8 Preferred Units for six quarters, whether or not consecutive, (iii)
the first business day following receipt by the holder of the Series D-8
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-8 Preferred Units were issued reasonably
determines that there is an imminent and substantial risk that the Series D-8
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-8 Preferred Shares will be perpetual and will be
redeemable at the option of Vornado Realty Trust at any time on and after May 1,
2005 for cash equal to $25 per Series D-8 Preferred Share plus dividends
accumulated and unpaid prior to the date of redemption. No Series D-8 Preferred
Shares are now outstanding. Vornado Realty Trust and the purchaser of the Series
D-8 Preferred Units have entered into a registration rights agreement with
respect to the Series D-8 Preferred Shares that may be issued upon redemption of
Series D-8 Preferred Units.
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ITEM 6. NOT APPLICABLE
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:
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
3.1 Articles Supplementary to Declaration of Trust of
Vornado Realty Trust with respect to the Series D-8
Preferred Shares, dated December 8, 2000, as filed with
the State Department of Assessments and Taxation of
Maryland on December 8, 2000
3.2 Fourteenth Amendment to Second Amended and Restated
Agreement of Limited Partnership of Vornado Realty
L.P., dated as of December 8, 2000
</TABLE>
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
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Name: Irwin Goldberg
Title: Vice President,
Chief Financial Officer
Date: December 28, 2000
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Index to Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
3.1 Articles Supplementary to Declaration of Trust of
Vornado Realty Trust with respect to the Series D-8
Preferred Shares, dated December 8, 2000, as filed with
the State Department of Assessments and Taxation of
Maryland on December 8, 2000
3.2 Fourteenth Amendment to Second Amended and Restated
Agreement of Limited Partnership of Vornado Realty
L.P., dated as of December 8, 2000
</TABLE>
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