AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 26, 2002
Registration Nos. 333-
333-68462
Exhibit Index on page 9
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
AND
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 333-68462
UNDER
THE SECURITIES ACT OF 1933
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 22-1657560
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
888 SEVENTH AVENUE, NEW YORK, NEW YORK 10019
(Address of Principal Executive Offices) (Zip Code)
VORNADO REALTY TRUST 2002 OMNIBUS SHARE PLAN
(Full Title of the Plan)
JOSEPH MACNOW
VORNADO REALTY TRUST
888 SEVENTH AVENUE, NEW YORK, NEW YORK 10019
(Name and Address of Agent for Service)
(212) 894-7000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
William G. Farrar, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000
Facsimile: (212) 558-1600
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title Of Number Of Maximum Maximum
Securities Shares Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee(2)(4)
---------- ------------- --------- -------- ------------
Common Shares
Of Beneficial
Interest (Par Value $.04
Per Share)............... 7,500,000(3) $ 37.6646 $282,484,399.5 $39,242.87
========= ========= ============== ==========
(1) This registration statement is both a new registration statement and
Post-Effective Amendment No. 1 to the registrant's registration statement on
Form S-8 (File No. 333-68462), as filed with the Securities and Exchange
Commission on August 27, 2001 (the "2001 Registration Statement"). The offer and
sale of 2,073,870 shares registered hereby were previously registered for sale
under the registrant's 1993 Omnibus Share Plan pursuant to the 2001 Registration
Statement. In addition, the offer and sale of 5,426,130 shares registered hereby
are being registered for the first time. The shares described above that have
been previously registered and the registration fees for those shares paid as
part of the registration fees paid with respect to the 2001 Registration
Statement are carried over to this registration statement in accordance with the
principles set forth in Instruction E to Form S-8 and Interpretation 89 under
Section G, "Securities Act Forms" of the Manual of Publicly Available Telephone
Interpretations of the Division of Corporation Finance of the Securities and
Exchange Commission (as supplemented through May 2001) (the "Instruction and
Interpretation").
(2) The proposed maximum offering price per share, proposed maximum aggregate
offering price and amount of registration fee shown are a combination of the
respective amounts used in calculating the registration fees carried over from
the 2001 Registration Statement and the amounts used to calculate the portion of
the registration fees on the newly registered shares as follows:
Number of
Shares Proposed
Total Carried Maximum Proposed
Shares Over Offering Maximum Amount of
Registration Originally and Newly Price Per Aggregate Registration
Statement Registered Registered Share(A) Offering Price Fee
No. 333-68462 3,500,000 2,073,870 $40.45 $ 83,888,041.50 $ 20,972.01
This S-8 5,426,130 36.60 198,596,358 18,270.86
Total 7,500,000 37.6646(B) 282,484,399.5 39,242.87
(A) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(c) and the third sentence
of Rule 457(h)(1) based upon the average of the high and low price of the common
shares of beneficial interest of Vornado Realty Trust as reported on the New
York Stock Exchange (i) with respect to the shares carried over from the 2001
Registration Statement on August 20, 2001, and (ii) with respect to the shares
newly registered hereunder, on December 19, 2002.
(B) Weighted average offering price per share based on the number of shares
carried over and the number of shares registered for the first time hereunder.
(3) This registration statement shall also cover any of the registrant's common
shares which become issuable under the registrant's 2002 Omnibus Share Plan by
reason of any share dividend, share split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an
increase in the number of the registrant's outstanding common shares.
(4) As described in notes 1 and 2 above, $20,972.01 of the registration fee was
previously paid with the 2001 Registration Statement. The balance of the
registration fee of $18,270.86 has been deposited by the registrant to the SEC's
lock-box account in connection with this registration statement.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
Vornado Realty Trust ("Vornado") has filed this registration statement to
register under the Securities Act of 1933, as amended (the "Securities Act") the
offer and sale of 7,500,000 common shares, par value $0.04 per share, of
beneficial interest in Vornado pursuant to its 2002 Omnibus Share Plan. This
registration statement is both a new registration statement and Post-Effective
Amendment No. 1 to the registrant's registration statement on Form S-8 (File No.
333-68462), as filed with the Securities and Exchange Commission on August 27,
2001 (the "2001 Registration Statement"). The offer and sale of 2,073,870 shares
registered hereby were previously registered pursuant to the 2001 Registration
Statement for offer and sale pursuant to Vornado's 1993 Omnibus Share Plan. In
addition, the offer and sale of 5,426,130 shares registered hereby are being
registered for the first time. The 1993 Omnibus Share Plan is a predecessor to
the 2002 Omnibus Share Plan.
The 2002 Omnibus Share Plan was approved and adopted at Vornado's 2002 annual
meeting of shareholders on May 29, 2002 to supersede and replace the 1993
Omnibus Share Plan. Vornado desires to have the common shares registered
hereunder and issuable pursuant to the 2002 Omnibus Share Plan to include those
common shares described above whose offer and sale were registered under the
2001 Registration Statement and are carried over to this registration statement.
Following the filing of this registration statement, the shares carried over
from the 2001 Registration Statement are no longer available for new awards
under the 1993 Omnibus Share Plan.
Consequently, in accordance with the Instruction and Interpretation: (1) Vornado
is carrying over from the 2001 Registration Statement and registering the offer
and sale of 2,073,870 common shares under the 2002 Omnibus Share Plan pursuant
to this registration statement; (2) $20,972.01 of the registration fee allocable
to the shares carried over from the 2001 Registration Statement and paid in
connection with the 2001 Registration Statement is carried over in this
registration statement; (3) the 2001 Registration Statement is being amended on
a post-effective basis to discuss the replacement of the 1993 Omnibus Share Plan
by the 2002 Omnibus Share Plan; (4) in addition to the shares being carried over
pursuant to (1) above, Vornado is registering for the first time the offer and
sale of 5,426,130 common shares under the 2002 Omnibus Share Plan pursuant to
this registration statement; and (5) in addition to the registration fees being
carried over pursuant to (2) above, $18,270.86 of the registration fee
allocable to the newly registered shares has been deposited by Vornado to the
SEC's lock-box account in connection with this registration statement.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Vornado with the SEC are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
2001 (File No. 001-11954);
(b) Current Report on Form 8-K dated January 1, 2002 and filed on
January 16, 2002 (File No. 001-11954);
(c) Current Report on Form 8-K dated February 28, 2002 and filed on
March 1, 2002 (File No. 001-11954);
(d) Current Report on Form 8-K/A dated January 1, 2002 and filed on
March 18, 2002 (File No. 001-11954);
(e) Current Report on Form 8-K dated August 20, 2002 and filed on August
22, 2002 (File No. 001-11954);
(f) Quarterly Report on Form 10-Q for the quarter ended March 31, 2002
(File No. 001-11954);
(g) Quarterly Report on Form 10-Q for the quarter ended June 30, 2002
(File No. 001-11954);
(h) Quarterly Report on Form 10-Q for the quarter ended September 30,
2002 (File No. 001-11954), as amended by Form 10-Q/A filed with the
SEC on December 24, 2002; and
(i) The description of Vornado's common shares contained in Vornado's
registration statement on Form 8-B (File No. 001-11954), filed on
May 10, 1993.
All documents filed by Vornado pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF COMMON SHARES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Maryland law, a real estate investment trust formed in Maryland is
permitted to limit, by provision in its declaration of trust, the liability of
its trustees and officers to the trust and its shareholders for money damages
except for liability resulting from (i) actual receipt of an improper benefit or
profit in money, property or services or (ii) active and deliberate dishonesty
established by a final judgment as being material to the cause of action.
Vornado's Amended and Restated Declaration of Trust, as amended, includes such a
provision eliminating such liability to the maximum extent permitted by Maryland
law.
Vornado's Amended and Restated Bylaws (the "Bylaws") require it to indemnify (a)
any present or former trustee or officer who has been successful, on the merits
or otherwise, in the defense of a proceeding to which he was made a
4
party by reason of such status, against reasonable expenses incurred by him in
connection with the proceeding, (b) any trustee or officer who, at the request
of Vornado, serves or has served another trust, corporation or other entity as a
director, officer, partner, or trustee and (c) any present or former trustee or
officer against any claim or liability to which he may become subject by reason
of such status unless it is established that (i) his act or omission was
material to the matter giving rise to the proceeding and was committed in bad
faith or was the result of active and deliberate dishonesty, (ii) he actually
received an improper personal benefit in money, property or services or (iii) in
the case of a criminal proceeding, he had reasonable cause to believe that his
act or omission was unlawful. However, Maryland law prohibits Vornado from
indemnifying a trustee or officer for an adverse judgment in a suit by or in the
right of Vornado or for a judgment of liability on the basis that personal
benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, Vornado's Bylaws permit
it to pay or reimburse, in advance of final disposition of a proceeding,
reasonable expenses incurred by a present or former trustee or officer made a
party to a proceeding by reason of such status upon Vornado's receipt of (i) a
written affirmation by the trustee or officer of his good faith belief that he
has met the applicable standard of conduct necessary for indemnification by
Vornado and (ii) a written undertaking by or on his behalf to repay the amount
paid or reimbursed by Vornado if it shall ultimately be determined that the
applicable standard of conduct was not met. Vornado's Bylaws also (i) permit
Vornado to provide indemnification and payment or reimbursement of expenses to a
present or former trustee or officer who served a predecessor of Vornado in such
capacity and to any employee or agent of Vornado or a predecessor of Vornado,
(ii) provide that any indemnification or payment or reimbursement of the
expenses permitted by the Bylaws shall be furnished in accordance with the
procedures provided for indemnification or payment or reimbursement of expenses,
as the case may be, under Section 2-418 of the Maryland General Corporation Law
(the "MGCL") for directors of Maryland corporations and (iii) permit Vornado to
provide such other and further indemnification or payment or reimbursement of
expenses as may be permitted by the MGCL, as in effect from time to time, for
directors of Maryland corporations.
The Second Amended and Restated Agreement of Limited Partnership, dated as of
October 20, 1997, as amended (the "Partnership Agreement"), of Vornado Realty
L.P. provides, generally, for the indemnification of an "indemnitee" against
losses, claims, damages, liabilities, expenses (including, without limitation,
attorneys' fees and other legal fees and expenses), judgments, fines,
settlements and other amounts that relate to the operations of Vornado Realty
L.P. unless it is established that (i) the act or omission of the Indemnitee was
material and either was committed in bad faith or pursuant to active and
deliberate dishonesty, (ii) the Indemnitee actually received an improper
personal benefit in money, property or services or (iii) in the case of any
criminal proceeding, the Indemnitee had reasonable cause to believe that the act
or omission was unlawful. For this purpose, the term "Indemnitee" includes (i)
any person made a party to a proceeding by reason of its status as (A) the
general partner of Vornado Realty L.P., (B) a limited partner of Vornado Realty
L.P. or (C) an officer of Vornado Realty L.P. or a trustee, officer or
shareholder of Vornado and (ii) such other persons (including affiliates of
Vornado or Vornado Realty L.P.) as Vornado may designate from time to time in
its discretion. Any such indemnification will be made only out of assets of
Vornado Realty L.P., and in no event may an Indemnitee subject the limited
partners of Vornado Realty L.P. to personal liability by reason of the
indemnification provisions in the Partnership Agreement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed in the exhibit index beginning on page 9 are filed herewith
or incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
5
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent posteffective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a trustee, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Vornado Realty Trust
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York, on December 26, 2002.
VORNADO REALTY TRUST,
a Maryland real estate investment trust
By: /s/ Joseph Macnow
_____________________
Joseph Macnow
Executive Vice President - Finance and Administration, Chief
Financial Officer
(Principal Financial and Accounting Officer)
7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven Roth, Michael D. Fascitelli and Joseph
Macnow, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement and
any and all registration statements necessary to register additional securities,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission or any other
regulatory authority, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
_________ _____ ____
/s/ Steven Roth Chairman of the Board of Trustees December 26, 2002
__________________________ (Principal Executive Officer)
Steven Roth
/s/ Michael D. Fascitelli President and Trustee December 26, 2002
__________________________
Michael D. Fascitelli
/s/ Joseph Macnow Executive Vice President - December 26, 2002
__________________________ Finance and Administration,
Joseph Macnow Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Robert P. Kogod Trustee December 26, 2002
__________________________
Robert P. Kogod
/s/ David Mandelbaum Trustee December 26, 2002
__________________________
David Mandelbaum
/s/ Stanley Simon Trustee December 26, 2002
__________________________
Stanley Simon
/s/ Robert H. Smith Trustee December 26, 2002
__________________________
Robert H. Smith
/s/ Ronald G. Targan Trustee December 26, 2002
__________________________
Ronald G. Targan
/s/ Richard R. West Trustee December 26, 2002
__________________________
Richard R. West
/s/ Russell B. Wight, Jr. Trustee December 26, 2002
__________________________
Russell B. Wight, Jr.
8
EXHIBIT INDEX
Exhibit
Number Description
3.1 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) of Vornado
Realty Trust's Registration Statement on Form S-4 (File No. 333-60286),
filed on April 15, 1993)
3.2 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 of
Vornado Realty Trust's Annual Report on Form 10-K for the year ended
December 31, 2001 (File No. 001-11954), filed on March 11, 2002)
3.3 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 of
Vornado Realty Trust's Annual Report on Form 10-K for the year ended
December 31, 2001 (File No. 001-11954), filed on March 11, 2002)
3.4 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
of Vornado Realty Trust's Registration Statement on Form S-3 (File No.
333-36080), filed on May 2, 2000)
3.5 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 of
Vornado Realty Trust's Current Report on Form 8-K dated April 22, 1998
(File No. 001-11954), filed on April 28, 1998)
3.6 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
of Vornado Realty Trust's Registration Statement on Form S-3 (File No.
333-36080), filed on May 2, 2000)
3.7 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 of
Vornado Realty Trust's Registration Statement on Form S-3 (File No.
333-36080), filed on May 2, 2000)
3.8 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 of Vornado Realty Trust's Registration Statement on Form S-8 (File
No. 333-68462), filed on August 27, 2001)
3.9 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 Trust's Quarterly Report on Form 10-Q for
the period ended June 30, 2002 (File No. 001-11954), filed on August 7,
2002)
3.10 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 Trust's Quarterly Report on Form 10-Q
for the period ended June 30, 2002 (File No. 001-11954), filed on
August 7, 2002)
9
3.11 Articles Supplementary classifying Vornado Realty Trust's $3.25 Series
A Preferred Shares of Beneficial Interest, liquidation preference
$50.00 per share (incorporated by reference to Exhibit 4.1 of Vornado
Realty Trust's Current Report on Form 8-K, dated April 3, 1997 (File
No. 001-11954), filed on April 8, 1997)
3.12 Articles Supplementary classifying Vornado Realty Trust's $3.25 Series
A Preferred Shares of Beneficial Interest, liquidation preference
$50.00 per share (incorporated by reference to Exhibit 3.10 of Vornado
Realty Trust's Annual Report on Form 10-K for the year ended December
31, 2001 (File No. 001-11954), filed on March 11, 2002)
3.13 Articles Supplementary classifying Vornado Realty Trust's Series D-1
8.5% Cumulative Redeemable Preferred Shares of Beneficial Interest,
liquidation preference $25.00 per share, no par value (incorporated by
reference to Exhibit 3.1 of Vornado Realty Trust's Current Report on
Form 8-K dated November 12, 1998 (File No. 001-11954), filed on
November 30, 1998)
3.14 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 of Vornado
Realty Trust's Current Report on Form 8-K/A, dated November 12, 1998
(File No. 001-11954), filed on February 9, 1999)
3.15 Articles Supplementary classifying Vornado Realty Trust's 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 of Vornado Realty Trust's Current Report on
Form 8-K, dated March 3, 1999 (File No. 001-11954), filed on March 17,
1999)
3.16 Articles Supplementary classifying Vornado Realty Trust's 8.5% Series C
Cumulative Redeemable Preferred Shares of Beneficial Interest,
liquidation preference $25.00 per share, no par value (incorporated by
reference to Exhibit 3.7 of Vornado Realty Trust's Registration
Statement on Form 8-A (File No. 001-11954), filed on May 19, 1999)
3.17 Articles Supplementary classifying Vornado Realty Trust's Series D-2
Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
Realty Trust's Current Report on Form 8-K, dated May 27, 1999 (File No.
001-11954), filed on July 7, 1999)
3.18 Articles Supplementary classifying Vornado Realty Trust's Series D-3
Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
Realty Trust's Current Report on Form 8-K, dated September 3, 1999
(File No. 001-11954), filed on October 25, 1999)
3.19 Articles Supplementary classifying Vornado Realty Trust's Series D-4
Preferred Shares (incorporated by reference to Exhibit 3.2 of Vornado
Realty Trust's Current Report on Form 8-K, dated September 3, 1999
(File No. 001-11954), filed on October 25, 1999)
3.20 Articles Supplementary classifying Vornado Realty Trust's Series D-5
Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
Realty Trust's Current Report on Form 8-K, dated November 24, 1999
(File No. 001-11954), filed on December 23, 1999)
3.21 Articles Supplementary classifying Vornado Realty Trust's Series D-6
Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
Realty Trust's Current Report on Form 8-K, dated May 1, 2000 (File No.
001-11954), filed on May 19, 2000)
3.22 Articles Supplementary classifying Vornado Realty Trust's Series D-7
Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
Realty Trust's Current Report on Form 8-K, dated May 25, 2000 (File No.
001-11954), filed on June 16, 2000)
3.23 Articles Supplementary classifying Vornado Realty Trust's Series D-8
Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
Realty Trust's Current Report on Form 8-K, dated December 8, 2000 (File
No. 1-11954), filed on December 28, 2000)
10
3.24 Articles Supplementary classifying Vornado Realty Trust's Series D-9
Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
Realty Trust's Current Report on Form 8-K dated September 21, 2001
(File No. 001-111954), filed on October 12, 2001)
3.25 Amended and Restated Bylaws of Vornado Realty Trust, as amended on
March 2, 2000 (incorporated by reference to Exhibit 3.12 of Vornado
Realty Trust's Annual Report on Form 10-K for the year ended December
31, 1999 (File No. 001-11954), filed on March 9, 2000)
4.1 Instruments defining the rights of security holders (see Exhibits 3.1
through 3.25 of this registration statement)
4.2 Vornado Realty Trust's 2002 Omnibus Share Plan
4.3 Specimen certificate representing Vornado Realty Trust's Common Shares
of Beneficial Interest (incorporated by reference to Exhibit 4.1 to
Amendment No. 1 to Vornado Realty Trust's Registration Statement on
Form S-3 (File No. 033-62395), filed on October 26, 1995)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
15.1 Letter Regarding Unaudited Interim Financial Information
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its
opinion filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included on page 8)
11