Vornado Realty Trust – ‘8-K’ for 5/25/00

On:  Friday, 6/16/00, at 5:16pm ET   ·   For:  5/25/00   ·   Accession #:  950123-0-5846   ·   File #:  1-11954

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Vornado Realty Trust                                   5     17K 
 2: EX-3.1      Articles Supplementary to Declaration of Trust        15     42K 
 3: EX-3.2      13th Amend to 2nd A/R Agreement of Ltd Partnership    68±   393K 
 4: EX-3.3      Press Release                                          1      7K 

8-K   —   Vornado Realty Trust
Document Table of Contents

8-K
1st Page of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                         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): May 25, 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)

PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY                   07663        
(Address of principal executive offices)                      (Zip Code)  

(201) 587-1000
(Registrant's telephone number, including area code)

N/A 
(Former name or former address, if changed since last report) 

8-K
2nd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd

ITEMS 1-4.  NOT APPLICABLE                                                      

ITEM 5.  OTHER EVENTS                                                           

 ISSUANCE OF SERIES D-7 PREFERRED UNITS BY VORNADO REALTY L.P.

    On May 25, 2000, Vornado Realty L.P., a Delaware limited
partnership through which Vornado Realty Trust conducts its business (the       
"Operating Partnership"), sold $180 million of Series D-7 Preferred Units of    
limited partnership interest (the "Series D-7 Preferred Units") to an           
institutional investor in a private placement, resulting in net proceeds of     
$175,500,000.                                                                   

            The Series D-7 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 25, 2005 for cash equal to $25 per Series D-7 Preferred Unit and   
any accumulated and unpaid distributions owing in respect of the Series D-7     
Preferred Units being redeemed. At any time on or after the Series D-7 Effective
Date (as defined below), holders of Series D-7 Preferred Units will have the    
right to have their Series D-7 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-7 Preferred Units being
redeemed or (ii) at the option of Vornado Realty Trust, one Series D-7 8.25%    
Cumulative Redeemable Preferred Share of Beneficial Interest (liquidation       
preference $25 per share), no par value (the "Series D-7 Preferred Shares"), of 
Vornado Realty Trust for each Series D-7 Preferred Unit redeemed. The "Series   
D-7 Effective Date" means the sooner of (i) May 25, 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-7 Preferred Units for six 
quarters, whether or not consecutive, (iii) the first business day following    
receipt by the holder of the Series D-7 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-7 Preferred Units
were issued reasonably determines that there is an imminent and substantial risk
that the Series D-7 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-7 Preferred Shares will be perpetual and will be
redeemable at the option of Vornado Realty Trust at any time on and after May   
25, 2005 for cash equal to $25 per Series D-7 Preferred Share plus dividends    
accumulated and unpaid prior to the date of redemption. No Series D-7 Preferred 
Shares are now outstanding. Vornado Realty Trust and the purchaser of the Series
D-7 Preferred Units have entered into a registration rights agreement with      
respect to the Series D-7 Preferred Shares that may be issued upon redemption of
Series D-7 Preferred Units.                                                     

-2- 

8-K
3rd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd

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:                                                  

                                                                [Download Table]

Exhibit No.  Description                                                  
-----------  -----------                                                  
                                                                          
3.1          Articles Supplementary to Declaration of Trust of Vornado    
             Realty Trust with respect to the Series D-7 Preferred        
             Shares, dated May 25, 2000, as filed with the State          
             Department of Assessments and Taxation of Maryland on June   
             1, 2000                                                      

3.2          Thirteenth Amendment to Second Amended and Restated Agreement
             of Limited Partnership of Vornado Realty L.P., dated as of   
             May 25, 2000                                                 

3.3          Press release of Vornado Realty Trust, dated May 26, 2000    

ITEM 8.  NOT APPLICABLE                                                         

-3- 

8-K
4th Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th

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
                                                    ----------------------------
                                            Name: Irwin Goldberg
                                               Title:  Vice President,
                                               Chief Financial Officer

Date:  June 16, 2000                                                            

-4- 

8-K
Last Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th

 Index to Exhibits

                                                                [Download Table]

Exhibit No.  Description                                                  
-----------  -----------                                                  
                                                                          
3.1          Articles Supplementary to Declaration of Trust of Vornado    
             Realty Trust with respect to the Series D-7 Preferred        
             Shares, dated May 25, 2000, as filed with the State          
             Department of Assessments and Taxation of Maryland on June   
             1, 2000                                                      

3.2          Thirteenth Amendment to Second Amended and Restated Agreement
             of Limited Partnership of Vornado Realty L.P., dated as of   
             May 25, 2000                                                 

3.3          Press release of Vornado Realty Trust, dated May 26, 2000    

-5- 

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		5/25/10		2					None on these Dates
		5/25/05		2
Filed on:		6/16/00		4
		6/1/00		3		5
		5/26/00		3		5
For Period End:		5/25/00		1		5
									List all Filings

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/24  Vornado Realty Trust              S-3ASR      4/01/24   12:1.5M
 2/12/24  Vornado Realty Trust              10-K       12/31/23  151:23M
 2/13/23  Vornado Realty Trust              10-K       12/31/22  154:25M
 2/14/22  Vornado Realty Trust              10-K       12/31/21  155:28M
 4/01/21  Vornado Realty Trust              S-3ASR      4/01/21   11:1.4M
 2/16/21  Vornado Realty Trust              10-K       12/31/20  156:26M