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):
November 16, 2001
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
MARYLAND NO. 001-11954 NO. 22-1657560
(State or Other Jurisdiction of (Commission (IRS Employer Identification No.)
Incorporation) File Number)
888 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
(Address of Principal Executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 894-7000
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(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS.
On November 16, 2001, Vornado Realty Trust ("Vornado") and Vornado
Realty L.P. entered into an Underwriting Agreement with Lehman Brothers Inc.
relating to the issuance and sale of an aggregate of 8,500,000 common shares of
beneficial interest, par value $0.04 per share (the "Common Shares"), of Vornado
for an aggregate purchase price of $328,015,000. On November 19, 2001, Lehman
Brothers Inc. exercised in full the option granted to it by Vornado to purchase
up to 1,275,000 additional Common Shares solely to cover overallotments. The
aggregate purchase price for the 9,775,000 Common Shares is $377,217,250.
Expenses payable by Vornado in connection with the offering are expected to be
approximately $500,000. The issuance and sale closed on November 21, 2001.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following documents are filed as an Exhibit to this report:
1.1 Underwriting Agreement, dated November 16, 2001, among
Vornado, Vornado Realty L.P. and Lehman Brothers Inc.
8.1 Tax Opinion of Sullivan & Cromwell.
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
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Name: Joseph Macnow
Title: Executive Vice
President - Finance and Administration,
Chief Financial Officer
Date: November 21, 2001
EXHIBIT INDEX
1.1 Underwriting Agreement, dated November 21, 2001, among Vornado
Realty Trust, Vornado Realty L.P. and Lehman Brothers Inc.
8.1 Tax Opinion of Sullivan & Cromwell.