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EX-99.1 CHARTER - VORNADO REALTY LPexhibit991.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

December 16, 2010

 

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

No. 001-11954

 

No. 22-1657560

(State or Other

 

(Commission

 

(IRS Employer

Jurisdiction of

 

File Number)

 

Identification No.)

Incorporation)

 

 

 

 

 

VORNADO REALTY L.P.
(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

No. 000-22635

 

No. 13-3925979

(State or Other

 

(Commission

 

(IRS Employer

Jurisdiction of

 

File Number)

 

Identification No.)

Incorporation)

 

 

 

 

 

888 Seventh Avenue
New York, New York

 

10019

(Address of Principal Executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 894-7000

Former name or former address, if changed since last report: N/A

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

­


 

Item 3.02.  Unregistered Sales of Equity Securities.

 

On December 16, 2010, Vornado Realty L.P. (the “Operating Partnership”),  the operating partnership through which Vornado Realty Trust conducts its business, entered into an agreement to acquire its partner’s interest in the partnership that owns the Springfield Mall (the “Interests”) in exchange for $25 million aggregate amount of Series D-16 Preferred Units of the Operating Partnership (the “Preferred Units”), which have a distribution rate of 5% per annum.  On December 17, 2010, the Operating Partnership issued the Preferred Units in exchange for the Interests.  The Preferred Units were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.

Item 5.03.  Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 17, 2010, the Operating Partnership’s agreement of limited partnership was amended to provide for the issuance of the Preferred Units referred to in Item 3.02 above and the admission of the holders of such Units as limited partners of the Operating Partnership.  A copy of the amendment is filed as exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

 (d)       Exhibits.

99.1     Forty-Second Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of 
           December 17, 2010.

 

 

 

1


 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

VORNADO REALTY TRUST

(Registrant)

 

 

By:

/s/ Joseph Macnow

Name:

Joseph Macnow

Title:

Executive Vice President -
Finance and Administration and
Chief Financial Officer (duly authorized officer
and principal financial and accounting officer)

 

Date: December 21, 2010

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

VORNADO REALTY L.P.

(Registrant)

By:

VORNADO REALTY TRUST,

 

Sole General Partner

 

 

By:

/s/ Joseph Macnow

Name:

Joseph Macnow

Title:

Executive Vice President -
Finance and Administration and
Chief Financial Officer of Vornado Realty Trust,
sole general partner of Vornado Realty L.P.
(duly authorized officer and principal financial
and accounting officer)

 

Date: December 21, 2010

 

 

 

2


 

Exhibit Index

 

 

99.1     Forty-Second Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of 
           December 17,
2010.