UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 31, 2005
VORNADO REALTY TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND NO. 001-11954 NO. 22-1657560
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
888 SEVENTH AVENUE 10019
NEW YORK, NEW YORK (Zip Code)
(Address of Principal Executive offices)
Registrant's telephone number, including area code: (212) 894-7000
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
Public Offering of 6.625% Series I Cumulative Redeemable Preferred Shares by
Vornado Realty Trust
On August 31, 2005, Vornado Realty Trust (the "Company") issued and sold
7,400,000 of its 6.625% Series I Cumulative Redeemable Preferred Shares at
$25.00 per share (which included 400,000 shares pursuant to a 1,050,000 share
over-allotment option granted to the underwriters), in an underwritten public
offering pursuant to an effective registration statement. The Company has
granted to the underwriters of the public offering an option for 30 days from
August 23, 2005 to purchase up to an additional 650,000 Series I Cumulative
Redeemable Preferred Shares to cover over-allotments. In connection with the
sale, the Company caused Articles Supplementary classifying 12,050,000 of the
Company's authorized preferred shares of beneficial interest as Series I 6.625%
Cumulative Redeemable Preferred Shares (liquidation preference $25.00 per share)
to be executed under seal in its name and filed with the Maryland State
Department of Assessments and Taxation on August 30, 2005. A copy of the
above-referenced Articles Supplementary was filed as Exhibit 3.33 to the
Company's Registration Statement on Form 8-A, dated August 30, 2005, and is
incorporated herein by reference.
The Series I Preferred Shares will rank senior to the Company's common shares
and any other junior shares that the Company may issue in the future, and on
parity with the Company's Series A Convertible Preferred Shares, Series D-10
Cumulative Redeemable Preferred Shares, Series E Cumulative Redeemable Preferred
Shares, Series F Cumulative Redeemable Preferred Shares, Series G Cumulative
Redeemable Preferred Shares, Series H Cumulative Redeemable Preferred Shares and
any other parity shares that the Company may issue in the future, in each case
with respect to payment of dividends and distribution of assets upon
liquidation, dissolution or winding up, all as set forth in the Articles
Supplementary attached as an exhibit hereto.
Item 8.01 OTHER EVENTS.
Public Offering of 6.625% Series I Cumulative Redeemable Preferred Shares by
Vornado Realty Trust
On August 31, 2005, the Company issued and sold 7,400,000 of its 6.625% Series I
Cumulative Redeemable Preferred Shares at $25.00 per share (which included
400,000 shares pursuant to a 1,050,000 share over-allotment option granted to
the underwriters), in an underwritten public offering pursuant to an effective
registration statement. In connection with the offering, the Company and the
Operating Partnership entered into an underwriting agreement with Morgan Stanley
& Co. Incorporated, UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated as representatives of the several underwriters. A copy of that
underwriting agreement is attached hereto as Exhibit 1.1 and incorporated herein
by reference. The press release issued in connection with this underwritten
transaction is attached hereto as Exhibit 99.1, and is incorporated herein by
reference.
Item 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement, dated August 23, 2005, among Vornado Realty Trust,
Vornado Realty L.P. and Morgan Stanley & Co. Incorporated, UBS Securities
LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as
representatives of the several underwriters.
99.1 Press Release, dated September 1, 2005
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SIGNATURE
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
------------------------------------
Name: Joseph Macnow
Title: Executive Vice President
- Finance and Administration
and Chief Financial Officer
Date: September 1, 2005
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EXHIBIT INDEX
1.1 Underwriting Agreement, dated August 23, 2005, among Vornado Realty
Trust, Vornado Realty L.P. and Morgan Stanley & Co. Incorporated, UBS
Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as
representatives of the several underwriters.
99.1 Press Release, dated September 1, 2005
4