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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION STATEMENT OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
THE SECURITIES ACT OF 1934
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VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland 22-1657560
(State of Incorporation or (IRS Employer Identification
Organization) Number)
888 Seventh Avenue 10019
New York, New York (Zip Code)
(Address of Principal Executive
Offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-1081380, 333-40787 and 333-29013
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered Name of Each Exchange on Which Each
Class is to be Registered
7.00% Series E Cumulative Redeemable New York Stock Exchange
Preferred Shares of Beneficial Interest,
liquidation preference $25.00 per share,
no par value per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the 7.00% Series E Cumulative Redeemable Preferred Shares
of Beneficial Interest, liquidation preference $25.00 per share, which are to be
registered under this registration statement is contained under the caption
"Description of the Series E Preferred Shares" in the Prospectus Supplement,
dated August 17, 2004, to the Prospectus, dated August 28, 2003, constituting a
part of the Registration Statement on Form S-3 (File No. 333-1081380) of Vornado
Realty Trust, filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. This description and the related information
contained under the caption "Description of Shares of Beneficial Interest --
Description of Preferred Shares" in the Prospectus, dated August 28, 2003, are
incorporated by reference into this registration statement, and any description
included in a form of prospectus supplement subsequently filed by Vornado under
Rule 424(b) under the Securities Act will be deemed to be incorporated by
reference into this registration statement.
ITEM 2. EXHIBITS
The exhibits to this registration statement are listed in the
Exhibit Index, which appears after the signature page and is incorporated herein
by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
VORNADO REALTY TRUST
By: /s/ Joseph Macnow
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Joseph Macnow,
Executive Vice President -
Finance and Administration and
Chief Financial Officer
Dated: August 18, 2004
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
3.1 Amended and Restated Declaration of Trust of Vornado Realty
Trust, as filed with the State Department of Assessments and
Taxation of Maryland on April 16, 1993 - Incorporated by
reference to Exhibit 3(a) to Vornado Realty Trust's
Registration Statement on Form S-4 (File No. 33-60286), filed
on April 15, 1993.
3.2 Articles of Amendment of Declaration of Trust of Vornado Realty
Trust, as filed with the State Department of Assessments and
Taxation of Maryland on May 23, 1996 - Incorporated by
reference to Exhibit 3.2 to Vornado Realty Trust's Annual
Report on Form 10-K for the year ended December 31, 2001
(File No. 001-11954).
3.3 Articles of Amendment of Declaration of Trust of Vornado Realty
Trust, as filed with the State Department of Assessments and
Taxation of Maryland on April 3, 1997 - Incorporated by
reference to Exhibit 3.3 to Vornado Realty Trust's Annual
Report on Form 10-K for the year ended December 31, 2001 (File
No. 001-11954).
3.4 Articles of Amendment of Declaration of Trust of Vornado Realty
Trust, as filed with the State Department of Assessments and
Taxation of Maryland on October 14, 1997 - Incorporated by
reference to Exhibit 3.2 to Vornado Realty Trust's Registration
Statement on Form S-3 (File No. 333-36080), filed on May 2,
2000.
3.5 Articles of Amendment of Declaration of Trust of Vornado Realty
Trust, as filed with the State Department of Assessments and
Taxation of Maryland on April 22, 1998 - Incorporated by
reference to Exhibit 3.1 to Vornado Realty Trust's Current
Report on Form 8-K, dated April 22, 1998 (File No. 001-11954),
filed on April 28, 1998.
3.6 Articles of Amendment of Declaration of Trust of Vornado Realty
Trust, as filed with the State Department of Assessments and
Taxation of Maryland on November 24, 1999 - Incorporated by
reference to Exhibit 3.4 to Vornado Realty Trust's Registration
Statement on Form S-3 (File No. 333-36080), filed on May 2,
2000.
3.7 Articles of Amendment of Declaration of Trust of Vornado Realty
Trust, as filed with the State Department of Assessments and
Taxation of Maryland on April 20, 2000 - Incorporated by
reference to Exhibit 3.5 to Vornado Realty Trust's Registration
Statement on Form S-3 (File No. 333-36080), filed on May 2,
2000.
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EXHIBIT
NO. DESCRIPTION
3.8 Articles of Amendment of Declaration of Trust of Vornado Realty
Trust, as filed with the State Department of Assessments and
Taxation of Maryland on September 14, 2000 - Incorporated by
reference to Exhibit 4.6 to Vornado's Registration Statement on
Form S-8 (File No. 333-68462), filed on August 27, 2001.
3.9 Articles of Amendment of Declaration of Trust of Vornado Realty
Trust dated May 31, 2002, as filed with the State Department of
Assessments and Taxation of Maryland on June 13, 2002 -
Incorporated by reference to Exhibit 3.9 to Vornado Realty
Trust's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002 (File No. 001-11954), filed on August 7, 2002.
3.10 Articles of Amendment of Declaration of Trust of Vornado Realty
Trust dated June 6, 2002, as filed with the State Department of
Assessments and Taxation of Maryland on June 13, 2002 -
Incorporated by reference to Exhibit 3.10 to Vornado Realty
Trust's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002 (File No. 001-11954), filed on August 7, 2002.
3.11 Articles Supplementary Classifying Vornado's $3.25 Series A
Preferred Shares of Beneficial Interest, liquidation preference
$50.00 per share - Incorporated by reference to Exhibit 4.1 to
Vornado's Current Report on Form 8-K, dated April 3, 1997 (File
No. 001-11954), filed on April 8, 1997.
3.12 Articles Supplementary Classifying Vornado Realty Trust's $3.25
Series A Convertible Preferred Shares of Beneficial Interest,
as filed with the State Department of Assessments and Taxation
of Maryland on December 15, 1997- Incorporated by reference to
Exhibit 3.10 to Vornado Realty Trust's Annual Report on Form
10-K for the year ended December 31, 2001 (File No. 001-11954).
3.13 Articles Supplementary Classifying Vornado Realty Trust's
Series D-1 8.5% Cumulative Redeemable Preferred Shares of
Beneficial Interest, no par value - Incorporated by reference
to Exhibit 3.1 to Vornado Realty Trust's Current Report on Form
8-K, dated November 12, 1998 (File No. 001-11954), filed on
November 30, 1998.
3.14 Articles Supplementary Classifying Additional Series D-1 8.5%
Preferred Shares of Beneficial Interest, liquidation preference
$25.00 per share, no par value - Incorporated by reference to
Exhibit 3.2 to Vornado Realty Trust's Current Report on Form
8-K/A, dated November 12, 1998 (File No. 001-11954), filed on
February 9, 1999.
3.15 Articles Supplementary Classifying 8.5% Series B Cumulative
Redeemable Preferred Shares of Beneficial Interest, liquidation
preference $25.00 per share, no par value - Incorporated by
reference to Exhibit 3.3 to Vornado Realty Trust's Current
Report on Form 8-K, dated March 3, 1999 (File No. 001-11954),
filed on March 17, 1999.
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EXHIBIT
NO. DESCRIPTION
3.16 Articles Supplementary Classifying Vornado Realty Trust's
Series C 8.5% Cumulative Redeemable Preferred Shares of
Beneficial Interest, liquidation preference $25.00 per share,
no par value - Incorporated by reference to Exhibit 3.7 to
Vornado Realty Trust's Registration Statement on Form 8-A (File
No. 001-11954), filed on May 19, 1999.
3.17 Articles Supplementary Classifying Vornado Realty Trust's
Series D-2 8.375% Cumulative Redeemable Preferred Shares, dated
as of May 27, 1999, as filed with the State Department of
Assessments and Taxation of Maryland on May 27, 1999 -
Incorporated by reference to Exhibit 3.1 to Vornado Realty
Trust's Current Report on Form 8-K, dated May 27, 1999 (File
No. 001-11954), filed on July 7, 1999.
3.18 Articles Supplementary Classifying Vornado Realty Trust's
Series D-3 8.25% Cumulative Redeemable Preferred Shares, dated
September 3, 1999, as filed with the State Department of
Assessments and Taxation of Maryland on September 3, 1999 -
Incorporated by reference to Exhibit 3.1 to Vornado Realty
Trust's Current Report on Form 8-K, dated September 3, 1999
(File No. 001-11954), filed on October 25, 1999.
3.19 Articles Supplementary Classifying Vornado Realty Trust's
Series D-4 8.25% Cumulative Redeemable Preferred Shares, dated
September 3, 1999, as filed with the State Department of
Assessments and Taxation of Maryland on September 3, 1999 -
Incorporated by reference to Exhibit 3.2 to Vornado Realty
Trust's Current Report on Form 8-K, dated September 3, 1999
(File No. 001-11954), filed on October 25, 1999.
3.20 Articles Supplementary Classifying Vornado Realty Trust's
Series D-5 8.25% Cumulative Redeemable Preferred Shares -
Incorporated by reference to Exhibit 3.1 to Vornado Realty
Trust's Current Report on Form 8-K, dated November 24, 1999
(File No. 001-11954), filed on December 23, 1999.
3.21 Articles Supplementary Classifying Vornado Realty Trust's
Series D-6 8.25% Cumulative Redeemable Preferred Shares, dated
May 1, 2000, as filed with the State Department of Assessments
and Taxation of Maryland on May 1, 2000 - Incorporated by
reference to Exhibit 3.1 to Vornado Realty Trust's Current
Report on Form 8-K, dated May 1, 2000 (File No. 001-11954),
filed May 19, 2000.
3.22 Articles Supplementary Classifying Vornado Realty Trust's
Series D-7 8.25% Cumulative Redeemable Preferred Shares, dated
May 25, 2000, as filed with the State Department of Assessments
and Taxation of Maryland on June 1, 2000 - Incorporated by
reference to Exhibit 3.1 to Vornado Realty Trust's Current
Report on Form 8-K, dated May 25, 2000 (File No. 001-11954),
filed on June 16, 2000.
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EXHIBIT
NO. DESCRIPTION
3.23 Articles Supplementary Classifying Vornado Realty Trust's
Series D-8 8.25% Cumulative Redeemable Preferred Shares -
Incorporated by reference to Exhibit 3.1 to Vornado Realty
Trust's Current Report on Form 8-K, dated December 8, 2000
(File No. 001-11954), filed on December 28, 2000.
3.24 Articles Supplementary Classifying Vornado Realty Trust's
Series D-9 8.75% Preferred Shares, dated September 21, 2001, as
filed with the State Department of Assessments and Taxation of
Maryland on September 25, 2001 - Incorporated by reference to
Exhibit 3.1 to Vornado Realty Trust's Current Report on Form
8-K (File No. 001-11954), filed on October 12, 2001.
3.25 Articles Supplementary Classifying Vornado Realty Trust's
Series D-10 7.00% Cumulative Redeemable Preferred Shares, dated
November 17, 2003 - Incorporated by reference to Exhibit 1.1 of
Vornado's Current Report on Form 8-K (File No. 001-11954),
filed on November 18, 2003.
3.26 Articles Supplementary classifying Vornado Realty Trust's
Series D-11: 7.20% Cumulative Redeemable Preferred Shares,
dated May 27, 2004 - Incorporated by reference to Exhibit 99.1
of Vornado Realty Trust's Current Report on Form 8-4 (File No.
001-11954), filed on June 14, 2004.
3.27 Articles Supplementary Classifying Vornado Realty Trust's
Series E 7.00% Cumulative Redeemable Preferred Shares, dated
August 18, 2004. Filed herewith.
3.28 Amended and Restated Bylaws of Vornado Realty Trust, as amended
on March 2, 2000 - Incorporated by reference to Exhibit 3.12 to
Vornado Realty Trust's Annual Report on Form 10-K for the year
ended December 31, 1999 (File No. 001-11954), filed on March 9,
2000.
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EXHIBIT
NO. DESCRIPTION
4.1 Specimen certificate representing Vornado Realty Trust's Common
Shares of Beneficial Interest, par value $0.04 per share -
Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to
Vornado Realty Trust's Registration Statement on Form S-3 (File
No. 33-62395), filed on October 26, 1995.
4.2 Specimen certificate representing Vornado Realty Trust's $3.25
Series A Preferred Shares of Beneficial Interest, liquidation
preference $50.00 per share - Incorporated by reference to
Exhibit 4.2 to Vornado Realty Trust's Current Report on Form
8-K, dated April 3, 1997 (File No. 001-11954), filed on April
8, 1997.
4.3 Specimen certificate evidencing Vornado Realty Trust's Series B
8.5% Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
- Incorporated by reference to Exhibit 4.2 to Vornado Realty
Trust's Registration Statement on Form 8-A (File No.
001-11954), filed on March 15, 1999.
4.4 Specimen certificate evidencing Vornado Realty Trust's Series C
8.5% Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value
- Incorporated by reference to Exhibit 4.2 to Vornado Realty
Trust's Registration Statement on Form 8-A (File No.
001-11954), filed on May 19, 1999.
4.5 Specimen certificate evidencing Vornado Realty Trust's Series E
7.00% Cumulative Redeemable Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par
value, filed herewith.
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