Exhibit Index on Page 5
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):
January 1, 2002
VORNADO REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 1-11954 22-1657560
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
Vornado Realty Trust
888 7th Avenue, New York, New York 10019
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 894-7000
N/A
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On January 1, 2002, Vornado Realty L.P., a Delaware limited
partnership (the "Operating Partnership") and a 78% owned subsidiary of Vornado
Realty Trust, a Maryland real estate investment trust, through which Vornado
Realty Trust conducts its business, and Charles E. Smith Commercial Realty L.P.,
a Delaware limited partnership ("CESCR"), consummated the merger between the
Operating Partnership and CESCR as contemplated by the Agreement and Plan of
Merger, dated as of October 18, 2001 (the "Merger Agreement"), by and among the
Operating Partnership, Vornado Realty Trust, Vornado Merger Sub L.P., a Delaware
limited partnership and wholly-owned subsidiary of the Operating Partnership
("Vornado Merger Sub"), CESCR, Charles E. Smith Commercial Realty L.L.C., a
Delaware limited liability company, Robert H. Smith, individually, Robert P.
Kogod, individually, and Charles E. Smith Management, Inc., a District of
Columbia corporation. In accordance with the terms set forth in the Merger
Agreement, which is attached hereto as Exhibit 2.1 and incorporated by reference
herein, CESCR merged with Vornado Merger Sub, with CESCR continuing as the
surviving limited partnership (the "Merger"). As a result of the Merger, CESCR
is now a wholly-owned subsidiary of the Operating Partnership.
At the Effective Time of the Merger (as defined in the Merger
Agreement), each issued and outstanding Class A Unit of CESCR was converted into
the right to receive 0.7898 of a Class A Unit of the Operating Partnership for
an aggregate of approximately 15,612,831 Class A Units of the Operating
Partnership. 609,756 of such Class A Units of the Operating Partnership issued
in the Merger will be held in escrow, subject to certain indemnification
provisions as further described in the Merger Agreement.
Before the consummation of the Merger, the Operating
Partnership, through its subsidiaries, held a 34% interest in CESCR, and Michael
D. Fascitelli, President of Vornado Realty Trust and a member of the board of
trustees of Vornado Realty Trust (the "Vornado Board"), was also a member of the
board of managers of Charles E. Smith Commercial Realty L.L.C., the sole general
partner of CESCR. At the Effective Time of the Merger, the Vornado Board was
expanded by two members, and Robert H. Smith and Robert P. Kogod, each of whom
was a member of the board of managers of Charles E. Smith Commercial Realty
L.L.C. prior to the
-2-
consummation of the Merger, were appointed by the Vornado Board to fill the two
newly created vacant seats.
Prior to the consummation of the Merger, CESCR owned and
managed approximately 12.9 million square feet of office properties in Northern
Virginia, Maryland and Washington, D.C. and managed an additional 5.8 million
square feet of office and other commercial properties in the Washington, D.C.
metropolitan area. Vornado Realty Trust and the Operating Partnership intend to
continue to use the assets of CESCR for the foregoing business purposes.
Item 7(a). Financial Statements of Businesses Acquired.
The financial statements required by this Item 7(a) will be
set forth as part of a Form 8-K/A that Vornado Realty Trust will file within the
period permitted by Item 7(a)(4) of Form 8-K.
Item 7(b). Pro Forma Financial Information.
The financial statements required by this Item 7(b) will be
set forth as part of a Form 8-K/A that Vornado Realty Trust will file within the
period permitted by Item 7(a)(4) of Form 8-K.
Item 7(c). Exhibits.
2.1 Agreement and Plan of Merger, dated as of October 18, 2001, by and
among Vornado Realty Trust, Vornado Merger Sub L.P., Charles E. Smith
Commercial Realty L.P., Charles E. Smith Commercial Realty L.L.C.,
Robert H. Smith, individually, Robert P. Kogod, individually, and
Charles E. Smith Management, Inc.
99.1 Press Release, dated January 3, 2002, of Vornado Realty Trust.
-3-
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,
Chief Financial Officer
Date: January 16, 2002
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of October 18, 2001, by and
among Vornado Realty Trust, Vornado Merger Sub L.P., Charles E. Smith
Commercial Realty L.P., Charles E. Smith Commercial Realty L.L.C.,
Robert H. Smith, individually, Robert P. Kogod, individually, and
Charles E. Smith Management, Inc.
99.1 Press Release, dated January 3, 2002, of Vornado Realty Trust.
-5-