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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): September 21, 2001
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 SEVENTH AVENUE, NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
(212) 235-4000
(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-9 PREFERRED UNITS BY VORNADO REALTY L.P.
On September 21, 2001, Vornado Realty L.P., a Delaware limited
partnership through which Vornado Realty Trust conducts its business (the
"Operating Partnership"), sold $45 million of Series D-9 Preferred Units of
limited partnership interest (the "Series D-9 Preferred Units") to an
institutional investor in a private placement, resulting in net proceeds of
$43,875,000.
The Series D-9 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 September 21, 2006 for cash equal to $25 per Series D-9
Preferred Unit and any accumulated and unpaid distributions owing in respect of
the Series D-9 Preferred Units being redeemed. At any time on or after the
Series D-9 Effective Date (as defined below), holders of Series D-9 Preferred
Units will have the right to have their Series D-9 Preferred Units redeemed by
the Operating Partnership for (i) cash equal to the holder's capital account
after the carrying values of all Operating Partnership assets are adjusted
pursuant to the limited partnership agreement of the Operating Partnership and
the holder's capital account is adjusted accordingly for the Series D-9
Preferred Units being redeemed or (ii) at the option of Vornado Realty Trust,
one Series D-9 8.25% Cumulative Redeemable Preferred Share of Beneficial
Interest (liquidation preference $25 per share), no par value (the "Series D-9
Preferred Shares"), of Vornado Realty Trust for each Series D-9 Preferred Unit
redeemed. The "Series D-9 Effective Date" means the sooner of (i) September 21,
2011, (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-9
Preferred Units for six quarters, whether or not consecutive, (iii) the first
business day following receipt by the holder of the Series D-9 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-9 Preferred Units were issued reasonably determines that there is an
imminent and substantial risk that the Series D-9 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-9 Preferred Shares will be perpetual and will be
redeemable at the option of Vornado Realty Trust at any time on and after
September 21, 2006 for cash equal to $25 per Series D-9 Preferred Share plus
dividends accumulated and unpaid prior to the date of redemption. No Series D-9
Preferred Shares are now outstanding. Vornado Realty Trust and the purchaser of
the Series D-9 Preferred Units have entered into a registration rights agreement
with respect to the Series D-9 Preferred Shares that may be issued upon
redemption of Series D-9 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:
Exhibit No. Description
3.1 Articles Supplementary to Declaration of Trust of Vornado Realty
Trust with respect to the Series D-9 Preferred Shares, dated
September 21, 2001, as filed with the State Department of
Assessments and Taxation of Maryland on September 25, 2001
3.2 Fifteenth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of December
15, 2000 (incorporated by reference to Exhibit 4.35 of Vornado
Realty Trust's registration statement on Form S-8 (File No. 333-
68462), filed on August 27, 2001)
3.3 Sixteenth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of July 25,
2001
3.4 Seventeenth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of September
21, 2001
3.5 Press release of Vornado Realty Trust, dated September 21, 2001
ITEM 8. NOT APPLICABLE
ITEM 9. 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/ JOSEPH MACNOW
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Name: Joseph Macnow
Title: Executive Vice President--
Finance and Administration,
Chief Financial Officer
Date: October 12, 2001
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Index to Exhibits
Exhibit No. Description
3.1 Articles Supplementary to Declaration of Trust of Vornado Realty
Trust with respect to the Series D-9 Preferred Shares, dated
September 21, 2001, as filed with the State Department of
Assessments and Taxation of Maryland on September 25, 2001
3.2 Fifteenth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of December
15, 2000 (incorporated by reference to Exhibit 4.35 of Vornado
Realty Trust's registration statement on Form S-8 (File No. 333-
68462), filed on August 27, 2001)
3.3 Sixteenth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of July 25,
2001
3.4 Seventeenth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Vornado Realty L.P., dated as of September
21, 2001
3.5 Press release of Vornado Realty Trust, dated September 21, 2001
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