UNITED STATES
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):

June 11, 2009

 

 

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

 

 

Maryland

 

No. 001-11954

 

No. 22-1657560

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

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

 

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.):

 

o

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

o

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

o

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

o

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 8.01.  Other Events.

 

Vornado Realty Trust (the “Company”) has filed a prospectus supplement, dated as of June 11, 2009, relating to common shares of the Company that the Company may issue to holders of the 168,494 class A units distributed by the Operating Partnership on June 12, 2009 upon tender of those units for redemption.  In connection therewith, the Company is filing as exhibits to this report the opinions of each of Sullivan & Cromwell LLP, Shearman & Sterling LLP and Paul, Hastings, Janofsky & Walker LLP, in each case as to certain tax matters (the “Opinions”).  The Opinions are incorporated by reference into the registration statement of the Company on Form S-3ASR (File No. 333-138367) (the “Registration Statement”).

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)           Exhibits

 

The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this report.

 

8.1           Opinion of Sullivan & Cromwell LLP as to certain tax matters

 

8.2           Opinion of Shearman & Sterling LLP as to certain tax matters

 

8.3           Opinion of Paul, Hastings, Janofsky & Walker LLP as to certain tax matters

 

23.1         Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1)

 

23.2         Consent of Shearman & Sterling LLP (included in Exhibit 8.2)

 

23.3         Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit 8.3)

 

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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: June 11, 2009

 

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Exhibit No.

 

Exhibit Index

 

 

 

8.1

 

Opinion, dated June 11, 2009, of Sullivan & Cromwell LLP as to certain tax matters (includes Exhibit 23.1, consent of Sullivan & Cromwell LLP)

 

 

 

8.2

 

Opinion, dated June 11, 2009, of Shearman & Sterling LLP as to certain tax matters (includes Exhibit 23.2, consent of Shearman & Sterling LLP)

 

 

 

8.3

 

Opinion, dated June 11, 2009, of Paul, Hastings, Janofsky & Walker LLP as to certain tax matters (includes Exhibit 23.3, consent of Paul, Hastings, Janofsky & Walker LLP)

 

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