UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Vornado Realty Trust
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares of Beneficial Interest, $0.04 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
929042109
(CUSIP Number)
Janet T. Geldzahler
Sullivan & Cromwell
1701 Pennsylvania Ave., N.W., Washington, D.C. 20006 (202) 956-7515
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 15, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /_/.
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746(12-91)
SCHEDULE 13D
CUSIP No. 929042109 Page 2 of Pages
------------- -------------- -------------
- ----------------------- ------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Interstate Properties
22-1858622
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) /_/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 6,471,500 shares
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON ---
WITH
9 SOLE DISPOSITIVE POWER
6,471,500
10 SHARED DISPOSITIVE POWER
---
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,471,500 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
- --------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 929042109 Page 3 of Pages
------------- -------------- -------------
- ----------------------- ------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven Roth
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) /_/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 791,450
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 6,471,500
WITH
9 SOLE DISPOSITIVE POWER
791,450
10 SHARED DISPOSITIVE POWER
6,471,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,262,950
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
x
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 929042109 Page 4 of Pages
------------- -------------- -------------
- ----------------------- ------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Russell B. Wight, Jr.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) /_/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 284,400
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 6,471,500
WITH 9 SOLE DISPOSITIVE POWER
284,400
10 SHARED DISPOSITIVE POWER
6,471,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,755,900
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
x
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
- --------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 929042109 Page 5 of Pages
------------- -------------- -------------
- ----------------------- ------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Mandelbaum
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) /_/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /_/
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 159,499
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 6,471,500
WITH
9 SOLE DISPOSITIVE POWER
159,499
10 SHARED DISPOSITIVE POWER
6,471,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,630,999
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
x
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
- --------------------------------------------------------------------------------
Item 1. Security and Issuer.
(a) The class of equity securities to which this Statement
relates is Common Shares of Beneficial Interest, par value $.04 per share (the
"Shares"), of Vornado Realty Trust, a Maryland real estate investment trust (the
"Company"), which has its principal executive offices at Park 80 West, Plaza II,
Saddle Brook, NJ 07663.
Item 2. Identity and Background.
(a) The persons filing this Statement are Interstate
Properties, a New Jersey general partnership ("Interstate") and
Interstate's three general partners: Steven Roth, Russell B.
Wight, Jr. and David Mandelbaum.
(b)-(c) The principal business of Interstate is real estate
and investments. Interstate is located at Park 80 West, Plaza Two, Saddle
Brook, New Jersey 07662. Mr. Roth's business address is Park 80 West, Plaza Two,
Saddle Brook, New Jersey 07662. Mr. Roth's principal occupation is as a Managing
General Partner of Interstate and as Chairman and Chief Executive Officer of the
Company. The Company's principal business is leasing real estate. Mr. Wight's
business address is 1222 Royal Palm Way, Boca Raton, Florida 33432 and his
principal occupation is as a General Partner of Interstate. Mr. Mandelbaum's
business address is 80 Main Street, West Orange, New Jersey 07052. His principal
occupation is partner in the law firm of Mandelbaum & Mandelbaum.
(d)-(e) During the last five years, none of the Interstate or
its general partners has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any of the foregoing was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Messrs. Roth, Wight and Mandelbaum are United
States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
On May 6, 1993, pursuant to the merger of Vornado, Inc. into
the Company, Interstate received 7,209,000 Shares and Mr. Roth received 750,000
Shares in exchange for their shares of Vornado, Inc., as to which each of them
had previously filed Statements on Schedule 13D. Subsequent to that time,
Interstate has made distributions of Shares to its general partners, who in turn
have made charitable contributions of Shares.
-6-
Item 4. Purpose of Transaction.
Interstate and its partners hold the Shares for investment
purposes. Interstate and its partners may, subject to market conditions and
their respective assessments of business prospects of the Company, acquire
additional Shares from time to time, through open market and/or privately
negotiated transactions, as they each may determine in their discretion and Mr.
Roth may acquire additional Shares through employee stock option plans, in each
case subject to the applicable transfer and ownership restrictions in the
Company's Declaration of Trust. Each of Interstate and its partners may also
determine at any time to dispose of Shares.
Other than as discussed above, Interstate and its partners
currently have no plans to effect any of the transactions required to be
described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the close of business on April 16, 1997,
Interstate owned in the aggregate 6,471,500 Shares, which constitutes
approximately 24.4% of the outstanding Shares, based on 26,547,680 of such
Shares outstanding on April 15, 1997. As general partners of Interstate, Messrs.
Roth, Wight and Mandelbaum may be deemed to share the power to vote or to direct
the vote or to dispose or to direct the disposition of the 6,471,500 Shares held
by Interstate. Subject to the pledge agreement described in Item 6, each partner
has the sole power to vote or to direct the vote and to dispose or to direct the
disposition of the Shares held by each partner.
On April 16, 1997, Mr. Roth owned directly 774,250 Shares and
had the right to vote and dispose of 17,200 Shares held in a charitable
foundation, for an aggregate, including the Shares held by Interstate, of
7,262,950 or 27.4% of the outstanding. On April 16, 1997, Mr. Wight owned
directly 242,500 Shares and had the right to vote and dispose of 41,900 Shares
held in a charitable foundation, for an aggregate, including the Shares held by
Interstate, of 6,755,900, or 25.5%. On April 16, 1997, Mr. Mandelbaum owned
159,499 Shares directly, for an aggregate, including the Shares held by
Interstate, of 6,630,999 Shares, or 25.0% of the outstanding Shares. While
Interstate and its partners may be considered a group, Interstate disclaims any
beneficial ownership of the Shares held by its partners individually and each
partner disclaims any beneficial ownership of the Shares held individually by
the other partners. The aggregate beneficial ownership of Interstate and its
three partners is 7,706,849 Shares, or 29.0% of the outstanding.
(c) Except for the donation of 3,000 Shares by
Mr. Mandelbaum and the donation of 10,000 Shares by Mr. Wight,
-7-
neither Interstate nor Messrs. Roth, Mandelbaum or Wight has engaged
in any transactions in the past 60 days.
Item 6. Contracts, Arrangement, Understandings or Relationships
with Respect to Securities of the Issuer.
In connection with the exercise of an employee stock option
for Common Stock of Vornado, Inc. in December 1992 at the request of the
Company, Mr. Roth has pledged the shares owned by him, and the Company has
granted Mr. Roth registration rights with respect to such shares. See Exhibits 1
and 2.
On April 15, 1997, in connection with the combination of the
Company with The Mendik Company, L.P., Mr. Roth and Interstate Properties, as
well as Michael Fascitelli, President of the Company, entered into a voting
agreement (the "Voting Agreement") with Bernard H. Mendik pursuant to which such
parties agreed, until the earliest of (i) March 31, 2003; (ii) the date on which
Mr. Mendik ceases to beneficially own or control Shares or Units (as defined in
the Consolidation Agreement among the Company, The Mendik Company, L.P. and
certain other parties) representing at least 80% of the Mendik Initial
Investment (as defined in the Voting Agreement) and (iii) the death of,
disability of, or commission of certain acts by Mr. Mendik, to vote the shares
held by each of them to elect Mr. Mendik to the Board of Trustees of the
Company. The foregoing is qualified in its entirety by reference to the Voting
Agreement, attached hereto as Exhibit 3.
Item 7. Material to be Filed as Exhibits.
1. Stock Pledge Agreement
2. Registration Rights Agreement
3. Voting Agreement
-8-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 22, 1997
Interstate Properties
By: /s/Steven Roth
Steven Roth
-9-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 22, 1997
/s/David Mandelbaum
David Mandelbaum
-10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 22, 1997
/s/Russell B. Wight, Jr.
Russell B. Wight, Jr.
-11-
Exhibit Index
Exhibit Page
1. Stock Pledge Agreement, Dated
dated December 29, 1992
2. Registration Rights Agreement,
dated December 29, 1992
3. Voting Agreement dated as of April 15, 1997
-12
Exhibit 1
STOCK PLEDGE AGREEMENT
Steven Roth, ("Debtor"), for valuable consideration, receipt
of which is hereby acknowledged, hereby grants to Vornado, Inc. (the "Lender"),
in order to secure the payment when due, whether by acceleration or otherwise,
of any and all present or future indebtedness, liabilities or obligations of
Debtor to the Lender under the Debtor's Promissory Note dated the date hereof
and any other promissory note hereafter made by Debtor in favor of Lender (the
"Obligations") a security interest in and a pledge and assignment of the
following property of Debtor (the "Collateral"):
1,000,000 shares of Common Stock, par value $0.04 of
Vornado, Inc. ("Shares"), which are herewith delivered to the
Lender.
(1) Definitions. Except as otherwise expressly defined herein,
all terms used herein which are defined in the Uniform Commercial Code as in
effect from time to time in the State of New Jersey (the "Code") have the same
meaning herein as in the Code.
(2) Continuing Agreement. This is a continuing agreement and
shall remain in full force and effect and shall be binding upon Debtor, his
heirs, executors and assigns until such time as all obligations have been paid
in full.
(3) Representations and Warranties. Debtor represents and
warrants, and so long as this Agreement is in effect shall be deemed
continuously to represent and warrant, that Debtor is the owner of the
collateral, free of all security interests or other encumbrances, except the
security interest created by this Agreement.
(4) Removal of Collateral. Lender shall release to Debtor free
of the security interest created hereunder one Share for each one-millionth of
the maximum amount of principal borrowed under the obligations which is prepaid
by Debtor.
(5) Rights of the Lender. Upon the occurrence of an event
of default, the Lender may from time to time:
(a) Transfer of any of the collateral into the name of the
Lender or its nominee.
(b) Notify parties obligated on any of the Collateral to make
payment to the Lender of any amounts due or to become due thereunder.
(c) Enforce collection of any of the Collateral.
(d) Take possession or control of any proceeds or the
Collateral.
-1-
Upon the occurrence of an event of default, Debtor will not
demand or receive any income from or interest on the Collateral, and if Debtor
receives any such income or interest without any demand by it, the same shall be
held by Debtor in trust for the Lender in the same medium in which received,
shall not be co-mingled with any assets of Debtor and shall be delivered to the
Lender in the form in which it was received, properly endorsed to permit
collection, not later than the next business day following the day of its
receipt.
(6) Further Assurances: Lender as Agent. Debtor agrees to take
such actions and to execute such stock or bond powers and such other or
different writings as the Lender may request (and irrevocably authorizes the
Lender to execute such writings as Debtor's agent and attorney-in-fact) further
to perfect, confirm and assure the Lender's security interest in the Collateral
and to assist the Lender's realization thereon.
(7) Events of Default. The occurrence of any of the following
which has not been cured by Debtor within 30 days following actual receipt of
written notice given by the Lender shall constitute an "event of default"
hereunder:
(a) Failure of Debtor to pay any obligation when due and
payable;
(b) Default in the timely performance by Debtor of any
covenant contained herein or in any other agreement with or
instrument delivered to the Lender;
(c) Any representation or warranty made by Debtor herein or in
any other agreement with or instrument delivered to the Lender, or any
statement or representation made in any certificate, report or opinion
delivered in connection herewith or in connection with any such other
agreement or instrument shall prove to have been false or misleading in
any material respect when made; or
(d) The insolvency of Debtor, the admission by Debtor of its
inability to pay its debts as they become due, the commencement of any
case by or against Debtor, under any bankruptcy or insolvency law, or
the making by Debtor of any assignment for the benefit of creditors.
(8) Rights and Remedies of the Lender Upon Default. If an
event of default shall have occurred and by continuing, the Lender's rights and
remedies with respect to the Collateral shall be those of a secured party under
the code and under any other applicable law, as the same may from time to time
be in effect, in addition to those rights granted herein and in any other
agreement now or hereafter in effect between Debtor and the Lender. Without in
any way requiring notice to be given in the following time and manner, Debtor
agrees that any notice by the Lender of sale, disposition or other intended
action hereunder in connection therewith, whether required by the Code or
otherwise, shall constitute reasonable notice to Debtor if such notice is mailed
by regular or certified mail, postage prepaid, at least three days prior to such
action, to Debtor's address specified in Section 10 hereof.
-2-
(9) Application of Proceeds by the Lender. In the event the
Lender sells or otherwise disposes of the Collateral in the course of exercising
the remedies provided for in Section 8 hereof, any amounts held, realized or
received by the Lender pursuant to the provisions hereof, including the proceeds
of the sale of any of the Collateral or any part thereof, shall be applied by
the Lender first toward the payment of any costs and expenses incurred by the
Lender in enforcing this Agreement, in realizing on or protecting any Collateral
and in enforcing or collecting any Obligations, including attorneys' fees, and
then toward payment of the Obligations in such order or manner as the Lender may
elect. Any Collateral remaining after such application and after payment of the
Obligations in full shall be paid or delivered to Debtor, his heirs, executors
or assigns, or as a court of competent jurisdiction may direct.
(10) Notices. Any communication, notice or demand to be given
hereunder shall be duly given when delivered in writing or sent by telex or
telecopier to a party at its address indicated below.
If to the Lender, at: 80 Park West
Plaza II
Saddle Brook, New Jersey 07662
If to the Debtor, at: 80 Park West
Plaza II
Saddle Brook, New Jersey 07662
or, as to either party, to each other address as shall be designated by such
party in a written notice to the other party.
(11) Expenses. Debtor agrees to pay on demand all
out-of-pocket expenses (including the reasonable fees and expenses of the
Lender's counsel) in any way relating to the enforcement or protection of the
rights of the Lender hereunder and further agrees that the Collateral secures
such payment.
(12) No Waiver, cumulative Rights. No failure on the part of
the Lender to exercise, and no delay in exercising, any right or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise by the Lender of any right or remedy hereunder preclude any other or
future exercise of any other right or remedy. Each and every right and remedy
hereby granted to the Lender or allowed it by law or other agreement shall be
cumulative and not exclusive the one of any other, and may be exercised by the
Lender from time to time.
(13) Applicable Law. This Agreement and the rights and
obligations of the parties hereunder shall be governed by, and construed in
accordance with, the laws of the State of New Jersey.
-3-
IN WITNESS WHEREOF, the Debtor has caused this Agreement to be
duly executed as of the 29th day of December 1992.
/s/ Steven Roth
Steven Roth
-4-
Exhibit 2
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement, dated as of December 29, 1992
between Vornado, Inc., a Delaware corporation (the "Company"), and Steven Roth
("Shareholder").
WHEREAS, the Board of Directors has requested Shareholder to
exercise his option for 1,000,000 shares of the Company's Common Stock, par
value $.04 per share (the "Option") in order to entitle the company to a
$11,000,000 reduction in its taxes; and
WHEREAS, Shareholder has requested the Company to provide him
with registration rights with respect to the shares to be received by him upon
exercise of the Option;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. The following terms, as used
herein, have the following meanings.
"Commission" means the U.S. Securities and Exchange
Commission.
"Demand Registration" means a Demand Registration as defined
in Section 2.1.
"Common Stock" means common stock, par value $.04 per share,
of the Company.
"Incidental Registration" means an Incidental Registration as
defined in Section 2.2.
"Registrable Securities": means the 1,000,000 shares of
common stock acquired by Shareholder upon exercise of the option.
"Securities Act" - Securities Act of 1933, as amended, or
any successor statute.
"Underwriter" means a securities dealer who purchasers any
Registrable Securities as principal and not as part of such dealer's
market-making activities.
-1-
ARTICLE II
REGISTRATION RIGHTS
SECTION 2.1. Demand Registration. (a) Subject to the terms
and conditions of this Agreement, shareholder may make a written request for
registration under the securities beneficially or of record owned by him (a
"Demand Registration").
(b) The Company shall not have the right to include any of the
Company's securities in any registration initiated as a Demand Registration
without the prior written consent of Shareholder.
(c) Shareholder shall have the right to select the investment
banker or bankers and managers to administer the offering: provided, however,
that such investment banker or bankers and managers shall be reasonably
satisfactory to the Company. Shareholder shall (together with the Company) enter
into an underwriting agreement in such customary form as shall have been
negotiated and agreed to by Shareholder and the Company with the Underwriter or
Underwriters selected for such underwriting by Shareholder.
SECTION 2.2. Incidental Registration. (a) subject to the terms
and conditions of this Agreement, if the company proposes to file a Registration
Statement under the Securities Act relating to an underwritten public offering
of shares of common stock (other than a Registration Statement on Form S-4 or
Form S-5) to be offered for its own account or the account of others, the
Company shall (i) provide written notice of the proposed offering to
Shareholder, setting forth a description of the intended method of distribution
(the "Incidental Registration Notice"), and (ii) use its reasonable best efforts
to register pursuant to such Registration Statement (an "Incidental
Registration") such number of Registrable Securities as shall be specified in a
written request by Shareholder made within 20 days after receipt of such written
notice from the Company.
(b) Shareholder shall (together with the Company) enter into
an underwriting agreement in such form as shall have been negotiated and agreed
to by the Company with the Underwriter or Underwriters selected for such
underwriting by the Company.
(c) Notwithstanding the foregoing, if at any time after giving
written notice to Shareholder of its proposal to file a Registration Statement
pursuant to Section 2.2(a) hereof and prior to the effective date of such
Registration Statement, the Company shall determine for any reason not to
register the securities proposed to be covered thereby, the Company may, at its
election, give written notice of such determination to Shareholder and thereupon
shall be relieved of its obligation to register any Registrable Securities in
connection with such registration (but not from its obligation to pay certain
expenses in connection therewith as provided in Section 3.2), without prejudice,
however, to the rights Shareholder otherwise may have to request that such
registration be effected under Section 2.1.
-2-
ARTICLE III
REGISTRATION PROCEDURES
SECTION 3.1. FILINGS: INFORMATION. Whenever Shareholder
requests that any Registrable Securities be registered pursuant to Section 2.1
hereof, the Company will, subject to the terms and provisions hereof, use its
reasonable best efforts to effect the registration of such Registrable
Securities as quickly as practicable, and in connection with each such request:
(a) The Company will as expeditiously as possible prepare and
file with the Commission a registration statement on any form for which
the Company then qualifies and which counsel for the Company shall deem
appropriate and available for the sale of the Registrable Securities to
be registered thereunder in accordance with the intended method of
distribution thereof, and use its reasonable best efforts to cause such
filed registration statement to become and remain effective for such
reasonable period as Shareholder may request.
(b) The Company will, prior to filing such registration
statement or any amendment or supplement thereto, furnish to
Shareholder and each managing underwriter, if any, copies thereof, and
thereafter furnish to Shareholder and each such Underwriter, if any,
such number of copies of such registration statement, each amendment
and supplement thereto (in each case including all exhibits thereto and
documents incorporated by reference therein) and the prospectus
included in such registration statement (including each preliminary
prospectus) as Shareholder or such Underwriter may reasonable request
in order to facilitate the sale of the Registrable Securities.
(c) After filing of the registration statement, the Company
will promptly notify Shareholder of any stop order issued or, to the
knowledge of the Company, threatened to be an issue by the Commission
and will promptly take all necessary actions required to prevent the
entry of such stop order or to remove it if entered.
(d) The Company will use its reasonable best efforts to
register or to qualify the Registrable Securities for offer and sale
under such other securities or blue sky laws of such jurisdictions in
the United States as Shareholder reasonably (in light of Shareholder's
intended plan of distribution) requests; provided that the Company will
not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but
for this paragraph (d), (ii) subject itself to taxation in any such
jurisdiction or (iii) file any general consent to service or process in
any such jurisdiction.
(e) The Company will, as promptly as practicable, notify
Shareholder, at any time when a prospectus relating to the registration
of Registrable Securities pursuant to
-3-
Article II hereof is required by law to be delivered in connection with
sales by an Underwriter or dealer, if for any reason the prospectus
requires a supplement or amendment thereto so that, as thereafter
delivered to the purchasers of such Registrable Securities, such
prospectus will not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and as promptly as
practicable make available to Shareholder and to the Underwriters any
such supplement or amendment. Shareholder agrees that, upon receipt of
any notice from the Company of the occurrence of any event of the kind
described in the preceding sentence, Shareholder will forthwith
discontinue the offer and sale of Registrable Securities pursuant to
the registration statement covering such Registrable Securities until
receipt of the copies of such supplemented or amended prospectus and,
if so directed by the Company, Shareholder will deliver to the Company
all copies, other then permanent file copies than in Shareholder's
possession, of the most recent prospectus covering such Registrable
Securities at the time of receipt of such notice.
(f) The Company will enter into customary agreements
(including an underwriting agreement in customary form and satisfactory
in form and substance to the Company in its reasonable judgment) and
take such other actions as are reasonably required in order to expedite
or facilitate the sale of such Registrable Securities, provided that
any such underwriting agreement shall contain an agreement of the
underwriter(s) to indemnify and hold harmless the Company against any
and all leases, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in
any registration statement or prospectus relating to the Registrable
Securities if a copy of the current prospectus, as amended and
supplemented, was furnished to the Underwriter(s) and/or each
Shareholder by the Company but was not provided to a purchaser and such
current prospectus would have cured the defect giving rise to such
loss, claim, damage or liability, or shall contain a substantially
similar agreement acceptable to the Company.
It shall be a condition precedent to the obligation of the
Company to take any action pursuant to this Agreement in respect of the
securities which are to be registered at the request of any Shareholder of
Registrable Securities that Shareholder shall furnish to the Company such
information regarding Shareholder, the securities held by Shareholder and the
intended method of disposition thereof as the Company shall reasonably request
and as shall be required in connection with the action taken by the Company.
SECTION 3.2. Registration Expenses. In connection with any
Demand Registration and any Incidental Registration, the Company shall (except
as otherwise specifically provided herein) pay all out-of-pocket expenses of the
Company incurred in connection with such registration (the "Registration
Expenses"), including without limitation; (i) all filing fees with the
commission, (ii) fees and expenses of compliance with securities or blue sky
laws (including fees and disbursements of counsel in connection with blue sky
-4-
qualifications of the Registrable Securities), (iii) printing expenses, (iv)
fees and expenses of counsel and independent certified public accountants for
the Company and (v) the reasonable fees and expenses of any additional experts
retained by the Company in connection with such registration. In addition, in
connection with any Demand Registration and any Incidental Registration,
shareholder shall pay any underwriting rees, discounts or commissions
attributable to the sale of Registrable Securities by Shareholder, and any
out-of-picket expenses of Shareholder, including Shareholder's counsel's fees
and expenses, and the Company shall pay internal Company expenses (including,
without limitation, all salaries and expenses or its officers and employees
performing legal or accounting duties) -
SECTION 3.3. Indemnification. In connection with any Demand
or Incidental Registration hereunder, Shareholder and the Company shall enter
into customary indemnification agreements.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. Provision of Information. Shareholder shall
complete and execute all such questionnaires, powers of attorney, underwriting
agreements and other documents as the Company shall reasonably request in
connection with a Demand Registration or Incidental Registration.
SECTION 4.2. Rule 144. The Company covenants that it will use
reasonable best efforts to file any reports required to be filed by it under the
Securities Act and the Exchange Act and that it will take such further action as
Shareholder may reasonably request, all to the extent required from time to time
to enable Shareholder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144
under the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission.
SECTION 4.3. Severability. If any one or more of the
provisions of this Agreement shall be held to be invlaid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not be affected thereby. To the extent
permitted by applicable law, each party waives any provision of law which
renders any provision of this Agreement invlaid, illegal or unenforceable in any
respect.
SECTION 4.4. Further Assurances. Subject to the specific terms
of this Agreement, Shareholder and the Company shall make, execute, acknowledge
and deliver such other instruments and documents, and take all such other
actions, as may be reasonably required in order to effectuate the purposes of
this Agreement and to consummate the transactions contemplated hereby.
-5-
SECTION 4.5. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of and be enforceable by and against
the successors and assigns of the parties hereto. No right or obligation
hereunder shall be assignable without the consent of the other party hereto, and
any such purported assignement shall be void, provided, that Shareholder may at
any time and from time to time assign all or part of his rights and obligations
hereunder to any member of his immediate family, any trust established in whole
or part for the benefit of any such member, and/or any other entity all of the
equity of which is owned by Shareholder, any such member and/or any such trust.
SECTION 4.6. Entire Agreement; Modification. This Agreement
contains the entire understanding among the parties and supersedes all
agreements and understandings entered into prior to the execution hereof.
SECTION 4.7. Notices. All notices and other communications
provided for hereunder shall be in writing and shall be by facsimile or sent by
registered mail, postage prepaid as follows:
(i) if to the Company:
Vornado, Inc.
Park 80 West, Plaza II
Saddle Brook, New Jersey 07552
with a copy to:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attn: Janet Geldzahler
Fax Number: (212) 558-3588
(ii) if to Shareholder:
Steven Roth
Vornado, Inc.
Park 80 West, Plaza II
Saddle Brook, New Jersey 07662
SECTION 4.8. Governing Law. This Agreement shall be governed
by and construed in accordance with the substantive law of the State of New
Jersey withoug giving effect to the principles of conflict of laws thereof.
-6-
SECTION 4.9. Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
SECTION 4.10. Effect of Headings. The section headings
herein are for convenience only and shall not affect the construction thereof.
SECTION 4.11. Term. This Agreement shall remain in effect
for as long as Shareholder holds any Registrable Securities.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
VORNADO, INC.
By /s/ Susan Schmider
Name: Susan Schmider
Title: Secretary
/s/Steven Roth
Steven Roth
-7-
Exhibit 3
VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of April 15,
1997, by and among certain undersigned shareholders (each a "Shareholder" and
collectively, the "Shareholders") of Vornado Realty Trust, a Maryland real
estate investment trust (the "Company"), and Bernard H. Mendik ("Mr. Mendik").
WHEREAS, pursuant to that certain Master Consolidation Agreement, dated
as of March 12, 1997, among the Company, Vornado/Saddle Brook L.L.C. , a
Delaware limited liability company, The Mendik Company, L.P., a Delaware limited
partnership (the "Operating Partnership"), and various other parties defined
therein collectively as the Mendik Group (the "Consolidation Agreement"), the
Operating Partnership will acquire (through merger, contribution, transfer or
otherwise) the assets of the Company, the Mendik Property Interests (as defined
in the Consolidation Agreement) and substantially all of the interests in the
Management Business Assets (as defined in the Consolidation Agreement); and
WHEREAS, each Shareholder currently exercises direct or
indirect voting control over the number of common shares of beneficial interest,
$.04 par value per share, of the Company ("Common Shares") set forth opposite
such Shareholder's name on Schedule 1 hereto; and
WHEREAS, in order to induce the Mendik Group to enter into the
Consolidation Agreement and to consummate the Consolidation in accordance with
the terms thereof, each Shareholder has agreed, upon the terms and subject to
the conditions set forth herein, to vote such Shareholder's Shares (as defined
below) in favor of the election of Mr.
Mendik to the Board of Trustees of the Company.
NOW, THEREFORE, for good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Representations of the Shareholders. Each Shareholder
represents and warrants to Mr. Mendik that (a) such Shareholder exercises
exclusive voting control over such Shareholder's Shares and, except as set forth
on Schedule 1 hereto or as contemplated by this Agreement, there are no rights,
agreements, arrangements or commitments of any character to which such
Shareholder is a party relating to the pledge, disposition or voting of any of
such Shareholder's Shares and there are no voting trusts or voting agreements
with respect to such Shareholder's Shares, (b) such Shareholder is duly
authorized to execute and deliver this Agreement, and (c) this Agreement is a
valid and binding obligation of such Shareholder enforceable against such
Shareholder in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting the rights of creditors generally and by general equitable principles.
-1-
2. Agreement to Vote Shares. Subject to the terms and
conditions of this Agreement, each Shareholder agrees during the term of this
Agreement to vote, or cause to be voted, such Shareholder's Shares in favor of
the election of Mr. Mendik to the Board of Trustees of the Company at every
meeting of the shareholders of the Company at which such matter is considered
and at every adjournment thereof. For all purposes of this Agreement, with
respect to any Shareholder, "Shares" shall mean those Common Shares, if any,
held of record or beneficially owned by and for the account of such Shareholder
from time to time during the term of this Agreement or over which such
Shareholder exercises voting control.
3. No Voting Trusts. Each Shareholder agrees that such
Shareholder will not, nor will such Shareholder permit any Affiliate to, deposit
any of such Shareholder's Shares in a voting trust or grant any proxies or
otherwise subject any of such Shareholder's Shares to any right, agreement,
arrangement or commitment with respect to the voting of such Shares inconsistent
with the express terms of this Agreement; provided, however, that, subject to
Section 4, nothing herein shall be deemed to restrict any Shareholder's right or
ability to sell, transfer, pledge or otherwise dispose of or encumber any of
such Shareholder's Shares at any time.
4. Disposition of Shares. Nothing contained herein shall be
deemed to require any Shareholder to own or hold beneficially or of record any
Common Shares or impose any limitation on any Shareholder's right or ability to
sell, transfer, pledge or otherwise dispose of or encumber any of such
Shareholder's Shares at any time; provided, however, that each Shareholder
agrees that such Shareholder shall not transfer such Shareholder's Shares to an
Affiliate of such Shareholder unless such Affiliate agrees prior to such
transfer to be bound by all of the terms and conditions of this Agreement by
executing a counterpart signature page to this Agreement and delivering the same
to Mr. Mendik. As used herein, "Affiliate", with respect to a Shareholder shall
mean (i) an entity more than fifty percent (50%) of the voting interests of
which are held, directly or indirectly, beneficially or of record by such
Shareholder and (ii) in the case of a Shareholder that is a natural person, such
Shareholder's spouse and children, if any, and any trust substantially all the
beneficiaries of which are such Shareholder, his spouse and/or his children.
5. Specific Performance. Each party hereto acknowledges that
it will be impossible to measure in money the damage to the other party if a
party hereto fails to comply with the obligations imposed by this Agreement and
that, in the event of any such failure, the other party will not have an
adequate remedy at law or in damages. Accordingly, each party hereto agrees that
injunctive relief or other equitable remedy, in addition to remedies at law or
damages, is the appropriate remedy for any such failure and will not oppose the
granting of such relief on the basis that the other party has an adequate remedy
at law. Each party hereto agrees that it will not seek, and agrees to waive any
requirement for, the securing or posting of a bond in connection with any other
party's seeking or obtaining such equitable relief.
6. Term of Agreement; Termination. The term of this
Agreement shall commence on the date hereof, and such term and this Agreement
shall terminate upon the
-2-
earliest to occur of (i) March 31, 2003; (ii) the date that Mr. Mendik ceases to
own beneficially or control Common Shares and Units (as defined in the
Consolidation Agreement) representing at least 80% of the Mendik Initial
Investment (for purposes of this clause (ii), the calculation of the number of
Common Shares and Units beneficially owned by Mr. Mendik shall include those
Common Shares and Units comprising any part of the Mendik Initial Investment
which have been subsequently transferred or conveyed to, and held continuously
by, any trust exclusively for the benefit of Mr. Mendik, his spouse, his lineal
descendants and/or any charitable organizations); (iii) the death, Disability
(as defined below) or criminal indictment of Mr. Mendik or the occurrence of an
act by Mr. Mendik in connection with the business and affairs of the Company or
the Operating Partnership that constitutes fraud, gross negligence or willful
misconduct, or the removal of Mr. Mendik from the Board of Trustees of the
Company pursuant to the Amended and Restated Declaration of Trust of the
Company, as may be amended from time to time (the "Charter"); (provided,
however, that each Shareholder agrees that, in connection with any vote of the
shareholders of the Company to remove Mr. Mendik from the Board of Trustees of
the Company pursuant to the Charter during the term of this Agreement, such
Shareholder will either abstain from such vote or vote (or cause to be voted)
its Shares proportionally in accordance with the votes of the other holders of
Common Shares). As used herein, "Disability" means the illness, physical or
mental disability, or other incapacity, of Mr. Mendik which has continued for at
least 180 consecutive days. As used herein, "Mendik Initial Investment" means
the aggregate number of Common Shares and Units acquired by Mr. Mendik and
certain of his affiliates in the Consolidation as identified on Schedule 2
hereto, as such number may be adjusted from time to time in the event of any
share dividend or split, recapitalization, merger, consolidation, spinoff,
combination or exchange of Common Shares or other corporate change, or any
distributions to holders of Common Shares other than regular cash dividends.
Upon such termination, no party shall have any further obligations or
liabilities hereunder; provided, that such termination shall not relieve any
party from liability for any breach of this Agreement prior to such termination.
7. Entire Agreement. This Agreement supersedes all prior
agreements, written or oral, among the parties hereto with respect to the
subject matter hereof and contains the entire agreement among the parties with
respect to the subject matter hereof. This Agreement may not be amended,
supplemented or modified, and no provisions hereof may be modified or waived,
except by an instrument in writing signed by all parties hereto. No waiver of
any provisions hereto by any party shall be deemed a waiver of any other
provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provisions hereof by such party.
8. Notices. All notices, requests, claims, demands or other
communications hereunder shall be in writing, and shall be deemed given when
delivered personally, upon receipt of a transmission confirmation if sent by
telecopy or like transmission and on the next business day when sent by Federal
Express, Express Mail or other reputable overnight courier service to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
-3-
If to the Shareholders, to:
Mr. Steven Roth
c/o Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
Telecopy: (201) 291-1093
Mr. Michael Fascitelli
c/o Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
Telecopy: (201) 291-1093
Interstate Properties
c/o Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
Attention: Mr. Steven Roth
Telecopy: (201) 291-1093
With a copy to:
Sullivan & Cromwell
125 Broad Street
New York, NY 10004
Attention: Arthur S. Adler
Patricia A. Ceruzzi
Telecopy: (212) 558-3588
If to Mr. Bernard H. Mendik to:
Mr. Bernard H. Mendik
c/o The Mendik Company
330 Madison Avenue
New York, New York 10017
Telecopy: (212) 697-2837
With a copy to:
Hogan & Hartson LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004
-4-
Attention: J. Warren Gorrell, Jr.
Telecopy: (202) 637-5600
9. Miscellaneous.
(a) THIS AGREEMENT SHALL BE DEEMED A CONTRACT
MADE UNDER, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF MARYLAND, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PRINCIPLES.
(b) If any provision of this Agreement or the
application of such provision to any person or circumstances shall be held
invalid or unenforceable by a court of competent jurisdiction, such provision or
application shall be unenforceable only to the extent of such invalidity or
unenforceability, and the remainder of the provision held invalid or
unenforceable and the application of such provision to persons or circumstances,
other than the party as to which it is held invalid, and the remainder of this
Agreement, shall not be affected.
(c) This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
(d) All Section headings herein are for
convenience of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
(e) Capitalized terms used but not defined in
this Agreement shall have the respective meanings assigned to such terms in the
Consolidation Agreement.
-5-
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first written above.
/s/ MR. STEVEN ROTH
MR. STEVEN ROTH
/s/MR. MICHAEL FASCITELLI
MR. MICHAEL FASCITELLI
Interstate Properties
By: /s/ STEVEN ROTH
General Partner
/s/ BERNARD MENDIK
BERNARD MENDIK
-6-