Document/Exhibit Description Pages Size
1: 8-K Current Report 6 24K
2: EX-1.1 Underwriters Agreement 31 145K
3: EX-1.2 Pricing Agreement 8 29K
4: EX-3.1 Articles of Amendment 2 9K
5: EX-4.1 Articles Supplementary 25 83K
6: EX-4.2 Specimen Share Certificate 3 14K
7: EX-8.1 Tax Opinion of Sullivan and Cromwell 4 16K
8: EX-8.2 Tax Opinion of Shearman and Sterling 3 18K
9: EX-23.3 Consent of Friedman, Alpren and Green 1 8K
10: EX-23.4 Consent of Friedman Alpren and Green 1 8K
11: EX-23.5 Consent of Friedman Alpren and Green 1 8K
12: EX-23.6 Consent of Friedman Alpren and Green 1 8K
13: EX-23.7 Consent of Friedman Alpren and Green 1 8K
14: EX-23.8 Consent of Kpmg Peat Marwick LLP 1 8K
As filed with the Securities and Exchange Commission on April 8, 1997.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 3, 1997
--------------------------------
VORNADO REALTY TRUST
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(Exact Name of Registrant as Specified in Its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
1-11954 22-1657560
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(Commission File Number) (IRS Employer Identification No.)
Park 80 West, Plaza II, Saddle Brook, New Jersey 07663
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(Address of Principal Executive Offices) (Zip Code)
(201) 587-1000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 6 Pages
Exhibit Index on Page 5
Items 1-4. Not Applicable.
Item 5. Other Events.
On April 3, 1997, Vornado Realty Trust, a real estate
investment trust organized under the laws of the State of Maryland (the
"Company"), entered into an Underwriting Agreement with Goldman, Sachs & Co.
and a related Pricing Agreement with Goldman, Sachs & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives
(the "Representatives") of the several underwriters named therein (the
"Underwriters"), relating to the issuance and sale by the Company of an
aggregate of 5 million $3.25 Series A Convertible Preferred Shares of
Beneficial Interest, liquidation preference $50.00 per share (the "Series A
Preferred Shares"), of the Company (the "Firm Offered Securities"), plus an
additional 750,000 Series A Preferred Shares, the issuance and sale of which
is subject to the exercise of an over-allotment option (the "Additional
Offered Securities" and, together with the Firm Offered Securities, the
"Offered Securities"). On April 7, 1997, the Representatives of the several
Underwriters exercised the over-allotment option to purchase the 750,000
Additional Offered Securities. The Offered Securities were registered under
the Securities Act of 1933, as amended, pursuant to the Company's Registration
Statements on Form S-3 (File No. 33-52441 and File No. 33-62395).
Item 6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) - (b) Not applicable.
(c) Exhibits Required by Item 601 of Regulation S-K.
Exhibit No. Exhibit
----------- -------
1.1 Underwriting Agreement, dated April 3, 1997, between the
Company and Goldman, Sachs & Co.
1.2 Pricing Agreement, dated April 3, 1997, between the Company
and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and UBS Securities LLC.
3.1 Articles of Amendment of the Amended and Restated Declaration
of Trust of the Company filed with the State Department of
Assessments and Taxation of the State of Maryland on April
3, 1997.
4.1 Articles Supplementary Classifying the Company's Series A
Preferred Shares filed with the State Department of
Assessments and Taxation of the State of Maryland on April
8, 1997.
Page 2 of 6 Pages
4.2 Specimen Share Certificate representing the Company's Series A
Preferred Shares.
8.1 Tax Opinion of Sullivan & Cromwell, dated April 7, 1997
(Exhibit A referenced in Sullivan & Cromwell's tax opinion is
filed herewith as Exhibit 8.2).
8.2 Tax Opinion of Shearman & Sterling, dated April 7, 1997.
23.1 Consent of Sullivan & Cromwell (included in Exhibit 8.1).
23.2 Consent of Shearman & Sterling (included in Exhibit 8.2).
23.3 Consent, dated April 3, 1997, of Friedman, Alpren & Green,
LLP, independent accountants for Two Penn Plaza Associates,
L.P.
23.4 Consent, dated April 3, 1997, of Friedman, Alpren & Green,
LLP, independent accountants for B&B Park Avenue L.P.
23.5 Consent, dated April 3, 1997, of Friedman, Alpren & Green,
LLP, independent accountants for M Eleven Associates, M 393
Associates and Eleven Penn Plaza Company.
23.6 Consent, dated April 3, 1997, of Friedman, Alpren & Green,
LLP, independent accountants for 1740 Broadway Associates,
L.P.
23.7 Consent, dated April 3, 1997, of Friedman, Alpren & Green,
LLP, independent accountants for 866 U.N. Plaza Associates
LLC.
23.8 Consent, dated April 3, 1997, of KPMG Peat Marwick LLP,
independent accountants for Two Park Company.
Item 8. Not Applicable.
Page 3 of 6 Pages
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
Dated: April 7, 1997 By: /s/ Joseph Macnow
----------------------------
Joseph Macnow
Vice President --
Chief Financial Officer
Page 4 of 6 Pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
1.1 Underwriting Agreement, dated April 3, 1997, between the
Company and Goldman, Sachs & Co.
1.2 Pricing Agreement, dated April 3, 1997, between the Company
and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and UBS Securities LLC.
3.1 Articles of Amendment of the Amended and Restated Declaration
of Trust of the Company filed with the State Department of
Assessments and Taxation of the State of Maryland on April
3, 1997.
4.1 Articles Supplementary Classifying the Company's Series A
Preferred Shares filed with the State Department of
Assessments and Taxation of the State of Maryland on April
8,1997.
4.2 Specimen Share Certificate representing the Company's Series A
Preferred Shares.
8.1 Tax Opinion of Sullivan & Cromwell, dated April 7, 1997
(Exhibit A referenced in Sullivan & Cromwell's tax opinion is
filed herewith as Exhibit 8.2).
8.2 Tax Opinion of Shearman & Sterling, dated April 7, 1997.
23.1 Consent of Sullivan & Cromwell (included in Exhibit 8.1).
23.2 Consent of Shearman & Sterling (included in Exhibit 8.2).
23.3 Consent, dated April 3, 1997, of Friedman, Alpren & Green,
LLP, independent accountants for Two Penn Plaza Associates,
L.P.
23.4 Consent, dated April 3, 1997, of Friedman, Alpren & Green,
LLP, independent accountants for B&B Park Avenue L.P.
23.5 Consent, dated April 3, 1997, of Friedman, Alpren & Green,
LLP, independent accountants for M Eleven Associates, M 393
Associates and Eleven Penn Plaza Company.
Page 5 of 6 Pages
23.6 Consent, dated April 3, 1997, of Friedman, Alpren & Green,
LLP, independent accountants for 1740 Broadway Associates,
L.P.
23.7 Consent, dated April 3, 1997, of Friedman, Alpren & Green,
LLP, independent accountants for 866 U.N. Plaza Associates
LLC.
23.8 Consent, dated April 3, 1997, of KPMG Peat Marwick LLP,
independent accountants for Two Park Company.
Page 6 of 6 Pages
Dates Referenced Herein and Documents Incorporated by Reference
4 Subsequent Filings that Reference this Filing
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