SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION
STATEMENT OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
THE SECURITIES ACT OF 1934
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland |
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22-1657560 |
(State of Incorporation or Organization) |
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(IRS Employer Identification Number) |
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888 Seventh Avenue |
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10019 |
(Address of Principal Executive Offices) |
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(Zip Code) |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ý
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
Securities Act registration statement file numbers to which this form relates: |
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333-122306 |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered |
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Name of Each Exchange on Which |
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6.750%
Series H Cumulative |
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New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM
1. DESCRIPTION OF REGISTRANTS SECURITIES
TO BE REGISTERED
A description of the 6.750% Series H Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, which are to be registered under this registration statement, is contained under the caption Description of the Series H Preferred Shares in the Prospectus Supplement, dated June 10, 2005, to the Prospectus, dated February 3, 2005, constituting a part of the Registration Statement on Form S-3 (File No. 333-122306) of Vornado Realty Trust, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This description and the related information contained under the caption Description of Shares of Beneficial Interest of Vornado Realty Trust Description of Preferred Shares of Vornado Realty Trust in the Prospectus, dated February 3, 2005, are incorporated by reference into this registration statement, and any description included in a form of prospectus supplement subsequently filed by Vornado under Rule 424(b) under the Securities Act will be deemed to be incorporated by reference into this registration statement.
ITEM 2. EXHIBITS
The exhibits to this registration statement are listed in the Exhibit Index, which appears after the signature page and is incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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VORNADO REALTY TRUST |
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By: |
/s/ Joseph Macnow |
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Joseph Macnow, |
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Executive Vice President - |
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Finance and Administration and |
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Chief Financial Officer |
Dated: June16, 2005
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EXHIBIT INDEX
EXHIBIT |
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DESCRIPTION |
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3.1 |
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Amended and Restated Declaration of Trust of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland on April 16, 1993 - Incorporated by reference to Exhibit 3(a) to Vornado Realty Trusts Registration Statement on Form S-4 (File No. 33-60286), filed on April 15, 1993. |
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3.2 |
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Articles of Amendment of Declaration of Trust of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland on May 23, 1996 Incorporated by reference to Exhibit 3.2 to Vornado Realty Trusts Annual Report on Form 10-K for the year ended December 31, 2001(File No. 001-11954). |
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3.3 |
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Articles of Amendment of Declaration of Trust of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland on April 3, 1997 Incorporated by reference to Exhibit 3.3 to Vornado Realty Trusts Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 001-11954). |
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3.4 |
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Articles of Amendment of Declaration of Trust of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland on October 14, 1997 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trusts Registration Statement on Form S-3 (File No. 333-36080), filed on May 2, 2000. |
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3.5 |
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Articles of Amendment of Declaration of Trust of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland on April 22, 1998 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trusts Current Report on Form 8-K, dated April 22, 1998 (File No. 001-11954), filed on April 28, 1998. |
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3.6 |
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Articles of Amendment of Declaration of Trust of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland on November 24, 1999 - Incorporated by reference to Exhibit 3.4 to Vornado Realty Trusts Registration Statement on Form S-3 (File No. 333-36080), filed on May 2, 2000. |
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3.7 |
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Articles of Amendment of Declaration of Trust of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland on April 20, 2000 - Incorporated by reference to Exhibit 3.5 to Vornado Realty Trusts Registration Statement on Form S-3 (File No. 333-36080), filed on May 2, 2000. |
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EXHIBIT |
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DESCRIPTION |
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3.8 |
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Articles of Amendment of Declaration of Trust of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland on September 14, 2000 - Incorporated by reference to Exhibit 4.6 to Vornados Registration Statement on Form S-8 (File No. 333-68462), filed on August 27, 2001. |
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3.9 |
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Articles of Amendment of Declaration of Trust of Vornado Realty Trust dated May 31, 2002, as filed with the State Department of Assessments and Taxation of Maryland on June 13, 2002 - Incorporated by reference to Exhibit 3.9 to Vornado Realty Trusts Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 001-11954), filed on August 7, 2002. |
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3.10 |
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Articles of Amendment of Declaration of Trust of Vornado Realty Trust dated June 6, 2002, as filed with the State Department of Assessments and Taxation of Maryland on June 13, 2002 - Incorporated by reference to Exhibit 3.10 to Vornado Realty Trusts Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 001-11954), filed on August 7, 2002. |
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3.11 |
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Articles of Amendment of Declaration of Trust of Vornado Realty Trust dated December 16, 2004, as filed with the State Department of Assessments and Taxation of Maryland on December 16, 2004Incorporated by reference to Exhibit 3.1 to Vornado Realty Trusts Current Report on Form 8K, dated December 16, 2004 (File No. 011 11954), filed on December 21, 2004. |
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3.12 |
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Articles Supplementary Classifying Vornados $3.25 Series A Preferred Shares of Beneficial Interest, liquidation preference $50.00 per share - Incorporated by reference to Exhibit 4.1 to Vornados Current Report on Form 8-K, dated April 3, 1997 (File No. 001-11954), filed on April 8, 1997. |
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3.13 |
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Articles Supplementary Classifying Vornado Realty Trusts $3.25 Series A Convertible Preferred Shares of Beneficial Interest, as filed with the State Department of Assessments and Taxation of Maryland on December 15, 1997- Incorporated by reference to Exhibit 3.10 to Vornado Realty Trusts Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 001-11954). |
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3.14 |
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Articles Supplementary Classifying Vornado Realty Trusts Series D-1 8.5% Cumulative Redeemable Preferred Shares of Beneficial Interest, no par value - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trusts Current Report on Form 8-K, dated November 12, 1998 (File No. 001-11954), filed on November 30, 1998. |
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EXHIBIT |
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DESCRIPTION |
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3.15 |
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Articles Supplementary Classifying Additional Series D-1 8.5% Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trusts Current Report on Form 8-K/A, dated November 12, 1998 (File No. 001-11954), filed on February 9, 1999. |
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3.16 |
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Articles Supplementary Classifying 8.5% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 3.3 to Vornado Realty Trusts Current Report on Form 8-K, dated March 3, 1999 (File No. 001-11954), filed on March 17, 1999. |
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3.17 |
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Articles Supplementary Classifying Vornado Realty Trusts Series C 8.5% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 3.7 to Vornado Realty Trusts Registration Statement on Form 8-A (File No. 001-11954), filed on May 19, 1999. |
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3.18 |
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Articles Supplementary Classifying Vornado Realty Trusts Series D-2 8.375% Cumulative Redeemable Preferred Shares, dated as of May 27, 1999, as filed with the State Department of Assessments and Taxation of Maryland on May 27, 1999 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trusts Current Report on Form 8-K, dated May 27, 1999 (File No. 001-11954), filed on July 7, 1999. |
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3.19 |
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Articles Supplementary Classifying Vornado
Realty Trusts Series D-3 8.25% Cumulative Redeemable Preferred Shares, dated
September 3, 1999, as filed with the State Department of Assessments and
Taxation of Maryland on September 3, 1999 - Incorporated by reference to
Exhibit 3.1 to Vornado Realty Trusts Current Report on |
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3.20 |
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Articles Supplementary Classifying Vornado
Realty Trusts Series D-4 8.25% Cumulative Redeemable Preferred Shares, dated
September 3, 1999, as filed with the State Department of Assessments and
Taxation of Maryland on September 3, 1999 - Incorporated by reference to
Exhibit 3.2 to Vornado Realty Trusts Current Report on |
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3.21 |
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Articles Supplementary Classifying Vornado Realty Trusts Series D-5 8.25% Cumulative Redeemable Preferred Shares - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trusts Current Report on Form 8-K, dated November 24, 1999 (File No. 001-11954), filed on December 23, 1999. |
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EXHIBIT |
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DESCRIPTION |
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3.22 |
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Articles Supplementary Classifying Vornado Realty Trusts Series D-6 8.25% Cumulative Redeemable Preferred Shares, dated May 1, 2000, as filed with the State Department of Assessments and Taxation of Maryland on May 1, 2000 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trusts Current Report on Form 8-K, dated May 1, 2000 (File No. 001-11954), filed May 19, 2000. |
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3.23 |
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Articles Supplementary Classifying Vornado Realty Trusts Series D-7 8.25% Cumulative Redeemable Preferred Shares, dated May 25, 2000, as filed with the State Department of Assessments and Taxation of Maryland on June 1, 2000 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trusts Current Report on Form 8-K, dated May 25, 2000 (File No. 001-11954), filed on June 16, 2000. |
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3.24 |
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Articles Supplementary Classifying Vornado Realty Trusts Series D-8 8.25% Cumulative Redeemable Preferred Shares - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trusts Current Report on Form 8-K, dated December 8, 2000 (File No. 001-11954), filed on December 28, 2000. |
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3.25 |
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Articles Supplementary Classifying Vornado Realty Trusts Series D-9 8.75% Preferred Shares, dated September 21, 2001, as filed with the State Department of Assessments and Taxation of Maryland on September 25, 2001 Incorporated by reference to Exhibit 3.1 to Vornado Realty Trusts Current Report on Form 8-K (File No. 001-11954), filed on October 12, 2001. |
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3.26 |
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Articles Supplementary Classifying Vornado Realty Trusts Series D-10 7.00% Cumulative Redeemable Preferred Shares, dated November 17, 2003 Incorporated by reference to Exhibit 1.1 of Vornados Current Report on Form 8-K (File No. 001-11954), filed on November 18, 2003. |
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3.27 |
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Articles Supplementary classifying Vornado Realty Trusts Series D-11 7.20% Cumulative Redeemable Preferred Shares, dated May 27, 2004 Incorporated by reference to Exhibit 99.1 of Vornado Realty Trusts Current Report on Form 8-K (File No. 001-11954), filed on June 14, 2004. |
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3.28 |
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Articles Supplementary Classifying Vornado Realty Trusts Series E 7.00% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 3.27 to Vornado Realty Trusts Registration Statement on Form 8-A (File No. 001-11954), filed on August 20, 2004. |
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3.29 |
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Articles Supplementary Classifying Vornado Realty Trusts Series F 6.75% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 3.28 to Vornado Realty Trusts Registration Statement on Form 8-A (File No. 001-11954), filed on November 17, 2004. |
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EXHIBIT |
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DESCRIPTION |
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3.30 |
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Articles Supplementary Classifying Vornado Realty Trusts Series D-12 6.55% Cumulative Redeemable Preferred Shares, dated December 20, 2004 Incorporated by reference to Exhibit 3.2 of Vornado Realty Trusts Current Report on Form 8-K (File No. 001-11954), filed on December 21, 2004. |
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3.31 |
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Articles Supplementary Classifying Vornado Realty Trusts Series G 6.625% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value Incorporated by reference to Exhibit 3.3 of Vornado Realty Trusts Current Report on Form 8-K (File No. 001-11954), filed on December 21, 2004. |
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3.32 |
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Articles Supplementary Classifying Vornado Realty Trusts Series H 6.750% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value filed herewith. |
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3.33 |
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Amended and Restated Bylaws of Vornado Realty Trust, as amended on March 2, 2000 - Incorporated by reference to Exhibit 3.12 to Vornado Realty Trusts Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 001-11954), filed on March 9, 2000. |
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4.1 |
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Specimen certificate representing Vornado Realty Trusts Common Shares of Beneficial Interest, par value $0.04 per share - Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to Vornado Realty Trusts Registration Statement on Form S-3 (File No. 33-62395), filed on October 26, 1995. |
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4.2 |
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Specimen certificate representing Vornado Realty Trusts $3.25 Series A Preferred Shares of Beneficial Interest, liquidation preference $50.00 per share Incorporated by reference to Exhibit 4.2 to Vornado Realty Trusts Current Report on Form 8-K, dated April 3, 1997 (File No. 001-11954), filed on April 8, 1997. |
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4.3 |
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Specimen certificate evidencing Vornado Realty Trusts Series B 8.5% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 4.2 to Vornado Realty Trusts Registration Statement on Form 8-A (File No. 001-11954), filed on March 15, 1999. |
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4.4 |
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Specimen certificate evidencing Vornado Realty Trusts Series C 8.5% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 4.2 to Vornado Realty Trusts Registration Statement on Form 8-A (File No. 001-11954), filed on May 19, 1999. |
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EXHIBIT |
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DESCRIPTION |
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4.5 |
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Specimen certificate evidencing Vornado Realty Trusts Series E 7.00% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 4.5 to Vornado Realty Trusts Registration Statement on Form 8-A (File No. 001-11954), filed on August 20, 2004. |
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4.6 |
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Specimen certificate evidencing Vornado Realty Trusts Series F 6.75% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value Incorporated by reference to Exhibit 4.6 to Vornado Realty Trusts Registration Statement on Form 8-A (File No. 001-11954), filed on November 17, 2004. |
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4.7 |
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Specimen certificate evidencing Vornado Realty Trusts Series G 6.625% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 4.7 to Vornado Realty Trusts Registration Statement on Form 8-A (File No. 001-11954), filed on December 21, 2004. |
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4.8 |
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Specimen certificate evidencing Vornado Realty Trusts Series H 6.750% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - filed herewith. |
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Exhibit 3.32
VORNADO REALTY TRUST
ARTICLES SUPPLEMENTARY
6.750% SERIES H CUMULATIVE REDEEMABLE PREFERRED SHARES
(liquidation preference $25.00 per share)
Vornado Realty Trust, a Maryland real estate investment trust (the Trust), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
6.750% Series H Cumulative Redeemable Preferred Shares
Annual Dividend Rate shall have the meaning set forth in paragraph (a) of Section 3 hereof.
Board of Trustees shall mean the Board of Trustees of the Trust or any committee authorized by such Board of Trustees to perform any of its responsibilities with respect to the Series H Preferred Shares.
Business Day shall mean any day other than a Saturday, Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.
Common Shares shall mean the common shares of beneficial interest of the Trust, par value $.04 per share.
Declaration shall mean the Amended and Restated Declaration of Trust of the Trust, as amended.
Dividend Payment Date shall mean January 1, April 1, July 1 and October 1, in each year, commencing on October 1, 2005; provided, however, that if any Dividend Payment Date falls on any day other than a Business Day, the dividend payment due on such Dividend Payment Date shall be paid on the first Business Day immediately following such Dividend Payment Date.
Dividend Payment Record Date shall have the meaning set forth in paragraph (a) of Section 3 hereof.
Dividend Periods shall mean quarterly dividend periods commencing on January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period with respect to each Series H Preferred Share, which shall commence on the date on which such Series H Preferred Share was issued by the Trust and end on and include the day preceding the first day of the next succeeding Dividend Period).
Junior Shares shall mean the Common Shares and any other class or series of shares of beneficial interest of the Trust constituting junior shares of beneficial interest within the meaning set forth in paragraph (c) of Section 9 hereof.
Liquidation Preference shall have the meaning set forth in paragraph (a) of Section 4 hereof.
Parity Shares shall have the meaning set forth in paragraph (b) of Section 9 hereof.
Person shall mean any individual, firm, partnership, corporation, limited liability company or other entity, and shall include any successor (by merger or otherwise) of such entity.
Redemption Date shall have the meaning set forth in paragraph (b) of Section 5 hereof.
Redemption Price shall have the meaning set forth in paragraph (b) of Section 5 hereof.
Series H Preferred Shares shall have the meaning set forth in Section 1 hereof.
Set apart for payment shall be deemed to include, without any action other than the following, the recording by the Trust in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to a declaration of a dividend or other distribution by the Board of Trustees, the allocation of funds to be so paid on any series or class of shares of beneficial interest of the Trust; provided, however, that if any funds for any class or series of Junior Shares or any class or series of shares of beneficial interest ranking on a parity with the Series H Preferred Shares as to the payment of
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dividends are placed in a separate account of the Trust or delivered to a disbursing, paying or other similar agent, then set apart for payment with respect to the Series H Preferred Shares shall mean placing such funds in a separate account or delivering such funds to a disbursing, paying or other similar agent.
Transfer Agent means Wachovia Bank, N.A., Charlotte, North Carolina, or such other agent or agents of the Trust as may be designated by the Board of Trustees or its designee as the transfer agent for the Series H Preferred Shares.
Voting Preferred Shares shall have the meaning set forth in Section 10 hereof.
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A notice of redemption shall be mailed, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series H Preferred Shares at their respective addresses as they appear on the Trusts share transfer records. A failure to give such notice or any defect in the notice or in its mailing shall not affect the validity of the proceedings for the redemption of any Series H Preferred Shares except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the number of Series H Preferred Shares to be redeemed and, if fewer than all the Series H Preferred Shares held by such holder are to be redeemed, the number of such Series H Preferred Shares to be redeemed from such holder; (iv) the place or places where the certificates evidencing the Series H Preferred Shares are to be surrendered for payment of the Redemption Price; and (v) that distributions on the shares to be redeemed will cease to accrue on such Redemption Date except as otherwise provided herein.
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As promptly as practicable after the surrender in accordance with said notice of the certificates for any such Series H Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Trust shall so require and if the notice shall so state), such Series H Preferred Shares shall be exchanged for the cash (without interest thereon) for which such Series H Preferred Shares have been redeemed. If fewer than all of the outstanding Series H Preferred Shares are to be redeemed, the Series H Preferred Shares to be redeemed shall be selected by the Trust from the outstanding Series H Preferred Shares not previously called for redemption by lot or pro rata (as nearly as may be) or by any other method determined by the Trust in its sole discretion to be equitable. If fewer than all the Series H Preferred Shares evidenced by any certificate are redeemed, then new certificates evidencing the unredeemed Series H Preferred Shares shall be issued without cost to the holder thereof.
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Accordingly, the Series A Convertible Preferred Shares, Series C Cumulative Redeemable Preferred Shares, Series D-1 Cumulative Redeemable Preferred Shares, Series D-2 Cumulative Redeemable Preferred Shares; Series D-3 Cumulative Redeemable Preferred Shares; Series D-4 Cumulative Redeemable Preferred Shares; Series D-5 Cumulative Redeemable Preferred Shares; Series D-6 Cumulative Redeemable Preferred Shares; Series D-7 Cumulative Redeemable Preferred Shares; Series D-8 Cumulative Redeemable Preferred Shares; Series D-9 Cumulative Redeemable Preferred Shares; Series D-10 Cumulative Redeemable Preferred Shares; Series D-11 Cumulative Redeemable Preferred Shares; Series D-12 Cumulative Redeemable Preferred Shares; Series E Cumulative Redeemable Preferred Shares; Series F Cumulative Redeemable Preferred Shares; and Series G Cumulative Redeemable Preferred Shares are Parity Shares.
If and whenever six quarterly dividends (whether or not consecutive) payable on the Series H Preferred Shares or any series or class of Parity Shares shall be in arrears (which shall, with respect to any such quarterly dividend, mean that any such dividend has not been paid in full), whether or not earned or declared, the number of trustees then constituting the Board of Trustees shall be increased by two and the holders of Series H Preferred Shares, together with the holders of shares of every other series or class of Parity Shares having like voting rights (shares of any such other series, the Voting Preferred Shares), voting as a single class regardless of
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series, shall be entitled to elect the two additional trustees to serve on the Board of Trustees at any annual meeting of shareholders or special meeting held in place thereof, or at a special meeting of the holders of Series H Preferred Shares and the Voting Preferred Shares called as hereinafter provided. Whenever all arrears in dividends on the Series H Preferred Shares and the Voting Preferred Shares then outstanding shall have been paid and full dividends thereon for the current quarterly dividend period shall have been paid or declared and set apart for payment, then the right of the holders of the Series H Preferred Shares and the Voting Preferred Shares to elect such additional two trustees shall cease (but subject always to the same provision for the vesting of such voting rights in the case of any similar future arrearages in six quarterly dividends), and the terms of office of all persons elected as trustees by the holders of the Series H Preferred Shares and the Voting Preferred Shares shall forthwith terminate and the number of trustees constituting the Board of Trustees shall be reduced accordingly. At any time after such voting power shall have been so vested in the holders of shares of Series H Preferred Shares and the Voting Preferred Shares, the Secretary of the Trust may, and upon the written request of any holder of Series H Preferred Shares (addressed to the Secretary at the principal office of the Trust) shall, call a special meeting of the holders of the Series H Preferred Shares and of the Voting Preferred Shares for the election of the two trustees to be elected by them as herein provided, such call to be made by notice similar to that provided in the Bylaws of the Trust for a special meeting of the shareholders or as required by law. If any such special meeting required to be called as above provided shall not be called by the Secretary within 20 days after receipt of such request, then any holder of Series H Preferred Shares may call such meeting, upon the notice above provided, and for that purpose shall have access to the share books of the Trust. The trustees elected at any such special meeting shall hold office until the next annual meeting of the shareholders or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. If any vacancy shall occur among the trustees elected by the holders of the Series H Preferred Shares and the Voting Preferred Shares, a successor shall be elected by the Board of Trustees, upon the nomination of the then-remaining trustee elected by the holders of the Series H Preferred Shares and the Voting Preferred Shares or the successor of such remaining trustee, to serve until the next annual meeting of the shareholders or special meeting held in place thereof if such office shall not have previously terminated as provided above.
So long as any Series H Preferred Shares are outstanding, in addition to any other vote or consent of shareholders required by the Declaration, the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of Series H Preferred Shares and the Voting Preferred Shares, at the time outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:
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provided, however, that, in the case of each of subparagraphs (a) and (b), no such vote of the holders of Series H Preferred Shares or Voting Preferred Shares, as the case may be, shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such prior shares or convertible security is to be made, as the case may be, provision is made for the redemption of all Series H Preferred Shares or Voting Preferred Shares, as the case may be, at the time outstanding in accordance with Section 5 hereof.
For purposes of the foregoing provisions of this Section 10, each Series H Preferred Share shall have one (1) vote per share, except that when any other series of Preferred Stock shall have the right to vote with the Series H Preferred Shares as a single class on any matter, then the Series H Preferred Shares and such other series shall have with respect to such matters one (1) vote per $50.00 of stated liquidation preference.
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IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Vice President Finance and Administration and Chief Financial Officer and attested to by its Secretary on this 16th day of June, 2005.
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VORNADO REALTY TRUST |
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By: |
/s/ Joseph Macnow |
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Name: |
Joseph Macnow |
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Title: |
Vice
President Finance and |
[Seal]
ATTEST: |
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/s/ Alan Rice |
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Name: |
Alan Rice |
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Title: |
Secretary |
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11
Exhibit 4.8
THIS CERTIFICATE IS TRANSFERABLE |
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SEE REVERSE FOR |
IN THE CITIES OF NEW YORK, N.Y. |
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IMPORTANT NOTICE |
AND CHARLOTTE, N.C. |
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ON TRANSFER RESTRICTIONS |
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AND OTHER INFORMATION |
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CUSIP 929042885 |
VORNADO REALTY TRUST
a Real Estate Investment Trust
Formed Under the Laws of the State of Maryland
THIS CERTIFIES THAT ***SPECIMEN*** is the owner of ***(ZERO)*** fully paid and nonassessable 6.750% Series H Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, of no par value, of
VORNADO REALTY TRUST
(the Trust), transferable on the books of the Trust by the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Declaration of Trust and Bylaws of the Trust and any amendments thereto. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal and the facsimile signatures of the duly authorized officers of the Trust.
DATED |
June 17, 2005 |
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Countersigned and Registered:
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[IMPRESSION OF TRUST SEAL] |
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WACHOVIA BANK, N.A. |
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Transfer Agent and Registrar |
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Executive Vice President Finance and |
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Administration and Chief Financial Officer |
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By: |
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Authorized signature |
Senior Vice President and Secretary |
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VORNADO REALTY TRUST
IMPORTANT NOTICE
The Trust will furnish to any shareholder, on request and without charge, a full statement of the information required by Section 8-203(d) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the shares of each class of beneficial interest which the Trust has authority to issue and, if the Trust is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Trustees to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Amended and Restated Declaration of Trust, as amended (the Declaration of Trust), of the Trust, a copy of which will be sent without charge to each shareholder who so requests. Such request must be made to the Secretary of the Trust at its principal office or to the Transfer Agent.
The shares of Preferred Stock represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Trusts maintenance of its status as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended. No Person may Beneficially Own shares of Preferred Stock of any class in excess of 9.9% of the outstanding Preferred Equity Stock of such class and no Person may Constructively Own Preferred Stock of any class in excess of 9.9% of the outstanding Preferred Equity Stock of such class (unless such person is an Existing Constructive Holder). Any Person who attempts to Beneficially Own or Constructively Own Shares in excess of the above limitations must immediately notify the Trust. All capitalized terms used in this legend have the meanings set forth in the Declaration of Trust, a copy of which, including the restrictions on ownership and transfer, will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Trust at its principal office or to the Transfer Agent. If the restrictions on ownership and transfer are violated, the shares of Preferred Stock represented hereby will be automatically exchanged for shares of Excess Stock which will be held in trust by the Trust.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
OR DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY
AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
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as tenants in common |
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TEN ENT |
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as tenants by the entireties |
JT TEN |
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as joint tenants with right of survivorship and not as tenants in common |
UNIF GIFT MIN ACT |
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Custodian |
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(Cust) (Minor) |
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Under Uniform Gifts to Minors Act of |
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(State) |
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Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, |
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HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO |
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) |
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(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) |
shares of the shares represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney to transfer the said shares on the books of the within named Trust
with full
power of substitution in the premises.
Dated |
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. |