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) August 22, 1997
ARBOR PROPERTY TRUST
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(Exact name of Registrant as specified in charter)
Delaware 1-12412 23-2740383
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File No.) Identification No.)
Suite 800, One Tower Bridge, W. Conshohocken, PA 19428
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 941-2962
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On August 22, 1997, the Registrant entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Vornado Realty Trust
("Vornado") and Trees Acquisition Subsidiary, Inc., a wholly-owned
subsidiary of Vornado ("Merger Sub"), pursuant to which the Registrant
is to be merged with and into Merger Sub. Pursuant to the Merger
Agreement, holders of common shares of beneficial interest of the
Registrant are to receive for each common share either 0.121905 common
shares of beneficial interest of Vornado or, at their election,
0.153846 shares of Series A Convertible Preferred Shares of Vornado.
The merger, which is subject to the approval of the holders of common
shares of the Registrant, and certain other conditions, is expected to
be completed in December 1997, although there is no assurance that the
merger will be completed. The Registrant has filed this Current Report
on Form 8-K for the purpose of filing the Merger Agreement, a copy of
which is filed herewith as Exhibit 2, and the Registrant's press
release announcing the execution of the Merger Agreement, a copy of
which press release is filed herewith as Exhibit 99, each of which
exhibits are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2. Agreement and Plan of Merger dated as of August 22, 1997 among Arbor
Property Trust, Vornado Realty Trust and Trees Acquisition Sub, Inc.
(incorporated by reference to Exhibit 99.3 to the Current Report on
Form 8-K dated August 21, 1997, with submission on August 29, 1997,
of Vornado Realty Trust, Commission File No. 1-11954).
99. Press Release dated August 25, 1997.
2
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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, thereunto duly authorized.
ARBOR PROPERTY TRUST
(Registrant)
Date: August 29, 1997 By: /s/ Myles H. Tanenbaum
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Myles H. Tanenbaum
President
Exhibit 99
Arbor Property Trust
One Tower Bridge
Suite 800
W. Conshohocken, PA 19428
Contact: Donna M. Knapp
(610) 941-2962
ARBOR PROPERTY TRUST
ANNOUNCES PLAN TO MERGE INTO VORNADO REALTY TRUST
FOR IMMEDIATE RELEASE - AUGUST 25, 1997
W. CONSHOHOCKEN, PA -- ARBOR PROPERTY TRUST (NYSE:ABR) announced it
has signed a definitive agreement to merge into VORNADO REALTY TRUST (NYSE:VNO).
Under the terms of the merger agreement, for each Arbor Common Share,
shareholders can elect to receive either 15.3846% of a share of Vornado's
Convertible Preferred Stock or 12.1905% of a share of Vornado's Common Stock.
The approximate value of the transaction is $225 million, including assumed debt
of $125 million.
Based upon closing prices on August 22nd, for each Arbor Common Share,
Arbor shareholders would receive either Vornado Preferred Stock having a market
value of $8.17 or Vornado Common Stock having a market value of $8.32.
Arbor is a single asset REIT which owns the Green Acres Mall, a four
department store enclosed regional shopping mall containing approximately 1.8
million square feet, including the Plaza at Green Acres. Green Acres is located
in Nassau County, Long Island on Sunrise Highway, approximately one mile east of
Queens, New York.
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Vornado, having a total capitalization in excess of $2.7 billion, is a
fully-integrated equity REIT which owns, leases, develops, redevelops and
manages retail, office and industrial properties primarily located in the
Northeast and Mid-Atlantic regions.
Following approval of the proposed merger by Arbor's Board of
Trustees, the anticipated union with Vornado was enthusiastically endorsed by
Arbor's president, Myles H. Tanenbaum. "Vornado has demonstrated the dynamic
leadership and vision that will continue to set the standard for real estate
investment as we move into the next century. As Arbor's largest individual
shareholder, I am delighted by the prospect of converting my investment into
shares of Vornado."
He added that exchanging Arbor shares for Vornado stock would
significantly benefit Arbor Shareholders in a number of ways, including
Vornado's:
o Diversified real estate portfolio in terms of property type
(office and industrial, as well as retail), number of
individual properties (over 80 assets vs. one), and presence
in multiple markets;
o Value creating development activity, ranging from expansion
of existing properties to redevelopment of land owned by its
Alexander's affiliate; and
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o Anticipated dividend growth from its existing
portfolio coupled with its expanded asset base, while
nevertheless maintaining ready access to funds from
the capital markets.
The closing, which is expected in December, is subject to the approval
of Arbor's shareholders after mailing of appropriate materials, anticipated to
be in late October, and certain other conditions. Accordingly, there can be no
assurance the proposed transaction will be completed.
