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):
February 28, 2002
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
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 February 25, 2002, Vornado Realty Trust ("Vornado") and Vornado
Realty L.P. (the "Operating Partnership") entered into an Underwriting Agreement
with Salomon Smith Barney Inc. relating to the issuance and sale of 514,200
common shares of beneficial interest, par value $0.04 per share (the "Common
Shares"), of Vornado for an aggregate purchase price of $20,989,644. Salomon
Smith Barney intends to deposit such Common Shares with the trustee of The
Equity Focus Trusts--REIT Portfolio Series, 2002-A in exchange for units in the
trust. Salomon Smith Barney may also purchase up to an additional 77,130 shares
at the public offering price, less the underwriting discount, within 30 days
from the date of such Underwriting Agreement. Expenses payable by Vornado in
connection with the offering are expected to be approximately $150,000. The
issuance and sale of Common Shares to Salomon Smith Barney Inc. pursuant to
such Underwriting Agreement closed on February 28, 2002.
In addition, on February 25, 2002, Vornado and the Operating
Partnership entered into a Placement Agency Agreement with Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Vornado entered into a
Purchase Agreement with Cohen & Steers Quality Income Realty Fund, Inc. (the
"Fund"), each relating to the issuance and sale of 884,543 Common Shares to the
Fund for an aggregate purchase price of $37,999,967.28. Fees and expenses
payable by Vornado in connection with the offering are expected to be
approximately $2,097,498.32. The issuance and sale of Common Shares to the Fund
pursuant to such Purchase Agreement closed on February 28, 2002.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following documents are filed as Exhibits to this report:
1.1 Underwriting Agreement, dated February 25, 2002, among Vornado, the
Operating Partnership and Salomon Smith Barney Inc.
10.1 Placement Agency Agreement, dated February 25, 2002, among Vornado,
the Operating Partnership
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated
10.2 Purchase Agreement, dated February 25, 2002, between Vornado and the
Fund
8.1 Tax Opinion of Sullivan & Cromwell
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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
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Name: Joseph Macnow
Title: Executive Vice
President - Finance and
Administration, Chief
Financial Officer
Date: February 28, 2002
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EXHIBIT INDEX
1.1 Underwriting Agreement, dated February 25, 2002, among Vornado, the
Operating Partnership and Salomon Smith Barney Inc.
10.1 Placement Agency Agreement, dated February 25, 2002, among Vornado,
the Operating Partnership and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated
10.2 Purchase Agreement, dated February 25, 2002, between Vornado and the
Fund
8.1 Tax Opinion of Sullivan & Cromwell
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