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): November 17, 2003 VORNADO REALTY TRUST -------------------- (Exact name of registrant as specified in its charter) MARYLAND 001-11954 22-1657560 -------- --------- ---------- (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.) 888 Seventh Avenue New York, New York 10019 ------------------ ----- (Address of principal executive offices) (Zip Code) (212) 894-7000 -------------- (Registrant's telephone number, including area code) N/A ----------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On November 17, 2003, Vornado Realty Trust entered into a Purchase Agreement with Eaton Vance Tax-Advantaged Dividend Income Fund, a Massachusetts business trust, relating to the issuance and sale by Vornado of an aggregate of 1,600,000 7.00% Series D-10 Cumulative Redeemable Preferred Shares, liquidation preference $25.00 per share, no par value (the "Series D-10 Preferred Shares"), of Vornado for an aggregate purchase price of $40 million. The transaction closed on the same day. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K: Exhibit No. Description 1.1 Purchase Agreement, dated November 17, 2003, between Vornado Realty Trust and Eaton Vance Tax-Advantaged Dividend Income Fund. 3.1 Articles Supplementary to Declaration of Trust of Vornado Realty Trust with Respect to 7.00% Series D-10 Cumulative Redeemable Preferred Shares. -2- SIGNATURES 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: November 17, 2003 -3- Index to Exhibits Exhibit No. Description 1.1 Purchase Agreement, dated November 17, 2003, between Vornado Realty Trust and Eaton Vance Tax-Advantaged Dividend Income Fund. 3.1 Articles Supplementary to Declaration of Trust of Vornado Realty Trust with Respect to 7.00% Series D-10 Cumulative Redeemable Preferred Shares. -4-