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): SEPTEMBER 29, 2004 VORNADO OPERATING COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE NO. 001-14525 NO. 22-3569068 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 210 ROUTE 4 EAST 07652 PARAMUS, NEW JERSEY (Zip Code) (Address of Principal Executive offices) Registrant's telephone number, including area code: (201) 587-7721 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 Instruction 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 7.01 REGULATION FD DISCLOSURE. On September 29, 2004, Vornado Operating Company issued a press release. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. The following document is filed as an Exhibit to this report: 99.1 Press Release, dated September 29, 2004. 2 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 Operating Company ----------------------------------- (Registrant) By: /s/ Joseph Macnow ----------------------------------- Name: Joseph Macnow Title: Executive Vice President and Chief Financial Officer Date: September 29, 2004 3 EXHIBIT INDEX 99.1 Press Release, dated September 29, 2004 4