UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
December 16, 2010
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) |
|
|
|
|
VORNADO REALTY L.P.
(Exact Name of Registrant as Specified in Charter)
|
Delaware |
|
No. 000-22635 |
|
No. 13-3925979 |
|
(State or Other |
|
(Commission |
|
(IRS Employer |
|
Jurisdiction of |
|
File Number) |
|
Identification No.) |
|
Incorporation) |
|
|
|
|
|
888 Seventh Avenue |
|
10019 |
|
(Address of Principal Executive offices) |
|
(Zip Code) |
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 3.02. Unregistered Sales of Equity Securities.
On December 16, 2010, Vornado Realty L.P. (the “Operating Partnership”), the operating partnership through which Vornado Realty Trust conducts its business, entered into an agreement to acquire its partner’s interest in the partnership that owns the Springfield Mall (the “Interests”) in exchange for $25 million aggregate amount of Series D-16 Preferred Units of the Operating Partnership (the “Preferred Units”), which have a distribution rate of 5% per annum. On December 17, 2010, the Operating Partnership issued the Preferred Units in exchange for the Interests. The Preferred Units were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 17, 2010, the Operating Partnership’s agreement of limited partnership was amended to provide for the issuance of the Preferred Units referred to in Item 3.02 above and the admission of the holders of such Units as limited partners of the Operating Partnership. A copy of the amendment is filed as exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Forty-Second Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of
December 17, 2010.
1
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 - |
Date: December 21, 2010
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 L.P. | |
|
(Registrant) | |
|
By: |
VORNADO REALTY TRUST, |
|
|
Sole General Partner |
|
|
|
|
By: |
/s/ Joseph Macnow |
|
Name: |
Joseph Macnow |
|
Title: |
Executive Vice President - |
Date: December 21, 2010
2
Exhibit Index
99.1 Forty-Second Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of
December 17, 2010.