1 As filed with the Securities and Exchange Commission on October 22, 1998 Exhibit Index on Page 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 2, 1998 Commission File Number: 1-11954 VORNADO REALTY TRUST (Exact name of registrant as specified in its charter) MARYLAND 22-1657560 (State or other jurisdiction of incorporation) (I.R.S. employer identification number) PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663 (Address of principal executive offices) (Zip Code) (201) 587-1000 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report)
2 ITEMS 1 - 4. NOT APPLICABLE. ITEM 5. OTHER EVENTS. Court Approval of Mendik RELP Litigation Settlement On October 14, 1998, the previously disclosed Settlement Agreement between Vornado Realty Trust ("Vornado") and certain limited partners of Mendik Real Estate Limited Partnership ("Mendik RELP"), a publicly traded limited partnership, was approved by the Supreme Court of the State of New York. Under the terms of the Settlement Agreement, Vornado will purchase from Mendik RELP (i) the Saxon Woods Corporate Center located in Harrison, New York, (ii) a 60% interest in an office building located at Two Park Avenue, in Manhattan (Vornado already owns the other 40%) and (iii) an office building located at 330 West 34th Street, also in Manhattan (collectively, the "Mendik RELP Properties"). The aggregate purchase price is approximately $104 million, including assumed debt of $39 million on the Two Park Avenue property. These transactions will be consummated through subsidiaries of Vornado Realty L.P., a limited partnership of which Vornado owns a 92% limited partnership interest at June 30, 1998 and is the sole general partner. The Settlement Agreement is subject to appeal and will not become final until November 6, 1998; accordingly, there can be no assurance that these transactions will be completed. Resignation of Bernard H. Mendik On October 13, 1998, Bernard H. Mendik resigned as Chief Executive Officer of Vornado's Mendik Division and as Co-Chairman of the Board of Trustees of Vornado. Vornado will continue to operate its New York City office business under the Mendik name. ITEM 6. NOT APPLICABLE. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit No. Exhibit 99.1 Press release of Vornado Realty Trust, dated October 14, 1998, with respect to the court approval of the settlement between Vornado and certain limited partners of Mendik RELP. -2-
3 99.2 Press release of Vornado, dated October 13, 1998, with respect to the resignation of Bernard H. Mendik. ITEMS 8 AND 9. NOT APPLICABLE. -3-
4 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/ Irwin Goldberg ------------------------------------- Name: Irwin Goldberg Title: Vice President, Chief Financial Officer Date: October 22, 1998 -4-
5 Index to Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press release of Vornado Realty Trust, dated October 14, 1998, with respect to the court approval of the settlement between Vornado and certain limited partners of Mendik RELP. 99.2 Press release of Vornado, dated October 13, 1998, with respect to the resignation of Bernard H. Mendik. -5-
1 Exhibit 99.1 CONTACT: JOSEPH MACNOW [VORNADO REALTY TRUST LOGO] (201) 587-1000 Park 80 West, Plaza II Saddle Brook, New Jersey 07663 FOR IMMEDIATE RELEASE - OCTOBER 14, 1998 SADDLE BROOK, NEW JERSEY ..... VORNADO REALTY TRUST (NYSE:VNO) today announced that its previously disclosed Settlement Agreement with the partners of Mendik Real Estate Limited Partnership ("Mendik RELP"), a publicly traded limited partnership, has been approved by the Supreme Court of the State of New York. Under the terms of the Agreement, Vornado will purchase from the Mendik RELP (i) the Saxon Woods Corporate Center located in Harrison, New York, (ii) a 60% interest in an office building located at Two Park Avenue, in Manhattan (Vornado already owns the other 40%) and (iii) an office building located at 330 West 34th Street, also in Manhattan. The aggregate purchase price is approximately $104 million, including assumed debt of $39 million on the Two Park Avenue property. The Agreement is subject to appeal and will not become final until November 6, 1998, accordingly, there can be no assurance that this transaction will be completed. Vornado Realty Trust is a fully-integrated equity real estate investment trust. Certain statements contained herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors.
1 Exhibit 99.2 Contact: Joseph Macnow Roanne Kulakoff Vornado Realty Trust Kekst and Company 201-587-1000 212-521-4800 FOR IMMEDIATE RELEASE BERNARD MENDIK RESIGNS FROM VORNADO; DAVID GREENBAUM NAMED CEO OF VORNADO'S MENDIK NEW YORK CITY OFFICE BUSINESS Saddle Brook, NJ, October 13, 1998 - Vornado Realty Trust (NYSE:VNO) announced today the resignation of Bernard Mendik as Chief Executive Officer of Vornado's Mendik New York City office business, and as Co-Chairman of the Board of Directors of Vornado. Steven Roth, Vornado Chairman and Chief Executive Officer, said, "We acquired the Mendik business 18 months ago in what has been a hugely successful collaboration. In that time, we have tripled the size of the business. Bernie has now decided to pursue private interests. Bernie is my friend and I wish him all the best in the future." Vornado will continue to operate its New York City office business under the Mendik name. Mr. Mendik will continue to occupy his Vornado offices. Bernard Mendik said, "I have enormous faith and confidence in Vornado and its leadership and remain clearly tied to them. I will retain my large investment in the company. But I now realize that I prefer to operate independently and will pursue private investments." David Greenbaum, 46, who has been President of the Mendik organization for the past eight years and responsible for its day-to-day operations, will also become Chief Executive Officer. Vornado Realty Trust is a fully-integrated equity real estate investment trust.