-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LTvhb1CPJf1ZLeuaCotSx0H+6sZbaaUv38GPZekg3B0XEeh/L9zoOcGbc9Pb4Yd1 nOCjeOgWQgUGDSmsUNLA2Q== 0000891836-02-000274.txt : 20020530 0000891836-02-000274.hdr.sgml : 20020530 20020530144533 ACCESSION NUMBER: 0000891836-02-000274 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020530 GROUP MEMBERS: DAVID MANDELBAUM GROUP MEMBERS: RUSSELL B. WIGHT, JR. GROUP MEMBERS: STEVEN ROTH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VORNADO REALTY TRUST CENTRAL INDEX KEY: 0000899689 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 221657560 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44144 FILM NUMBER: 02666128 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2015871000 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE CITY: NEW YORK STATE: NJ ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE PROPERTIES ROTH STEVEN WIGHT RUSSELL JR CENTRAL INDEX KEY: 0000907618 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O VORNADO INC STREET 2: PARK 80 WEST, PLAZA II CITY: SADDLE BROOK STATE: NJ ZIP: 07662 BUSINESS PHONE: 201-587-1000 MAIL ADDRESS: STREET 1: C/O VORNADO INC STREET 2: PARK 80 WEST, PLAZA II CITY: SADDLE BROOK STATE: NJ ZIP: 07662 SC 13D/A 1 sc0159.txt AMENDMENT 2 TO SCHEDULE 13D OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response.......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) 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) William G. Farrar Sullivan & Cromwell 125 Broad Street New York, New York 10004 (212) 558-4000 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 29, 2002 ------------ (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7 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). Page 1 of 10 Pages Exhibit Index Appears on Page 10 SEC 1746 (03-00) SCHEDULE 13D - ------------------------------- --------------------------------- CUSIP NO. 929042109 PAGE 2 OF 10 PAGES - ------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) INTERSTATE PROPERTIES 22-1858622 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [X] (B) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW JERSEY - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 8,943,000 NUMBER OF ------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 8,943,000 PERSON ------------------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,943,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------- --------------------------------- CUSIP NO. 929042109 PAGE 3 OF 10 PAGES - ------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) STEVEN ROTH - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [X] (B) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 5,907,800 NUMBER OF ------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 8,943,000 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,907,800 PERSON ------------------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 8,943,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,850,800 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------- --------------------------------- CUSIP NO. 929042109 PAGE 4 OF 10 PAGES - ------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RUSSELL B. WIGHT, JR. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [X] (B) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 856,800 NUMBER OF ------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 8,943,000 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 856,800 PERSON ------------------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 8,943,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,799,800 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------- --------------------------------- CUSIP NO. 929042109 PAGE 5 OF 10 PAGES - ------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DAVID MANDELBAUM - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [X] (B) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,818,998 NUMBER OF ------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 8,943,000 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,818,998 PERSON ------------------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 8,943,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,761,998 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- Page 6 of 10 Interstate Properties, a partnership organized under the laws of New Jersey ("Interstate"), and Steven Roth, Russell B. Wight, Jr. and David Mandelbaum, each of whom are general partners of Interstate (collectively with Interstate, the "Reporting Persons"), hereby amend their Statement on Schedule 13D filed with respect to the common shares of beneficial interest, par value $0.04 per share (the "Shares"), of Vornado Realty Trust, a real estate investment trust organized under the laws of the State of Maryland (the "Company"). This Amendment No. 2 to Schedule 13D of the Reporting Persons ("Amendment No. 2") amends the Statement on Schedule 13D of the Reporting Persons filed on May 6, 1993 (the "Initial Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D of the Reporting Persons filed on April 22, 1997 ("Amendment No. 1"), only with respect to those items listed below: ITEM 1. SECURITY AND ISSUER. Item 1 is hereby amended by deleting the text ", which has its principal executive offices at Park 80 West, Plaza II, Saddle Brook, NJ 07663" and adding the following sentence as the last sentence thereof: The principal executive offices of the Company are located at 888 Seventh Avenue, New York, New York 10019. ITEM 2. IDENTITY AND BACKGROUND. Item 2 (b)-(c) is hereby amended by deleting and restating the second, third, fourth and fifth sentences thereof as follows: (b)-(c) Interstate is located at 210 Route 4 East, Paramus, New Jersey 07652. Mr. Roth's business address is 888 Seventh Avenue, New York, New York 10019. Mr. Roth's principal occupation is as a Managing General Partner of Interstate, Chairman and Chief Executive Officer of the Company, Chairman and Chief Executive Officer of Vornado Operating Company ("Vornado Operating") and Chief Executive Officer and a director of Alexander's, Inc. ("Alexander's"). The Company's and Alexander's principal businesses are leasing, managing, developing and redeveloping real estate properties. Vornado Operating operates businesses conducted at properties it leases from the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) On October 20, 1997, the Company paid a 100% Share dividend to its shareholders. The holdings of Interstate and Mr. Roth, Mr. Wight and Mr. Mandelbaum were adjusted to reflect this two-for-one split of the Shares. Subsequent to such time, Interstate has made distributions of Shares to its partners, including as further described below in Item 5(c) of this Amendment No. 2. Additionally, each of the charitable foundations established by Mr. Roth and Mr. Wight, respectively, described further below, has made dispositions of Shares, and Mr. Wight has contributed Shares to the charitable foundation established by him. The Company has also granted to Mr. Roth options under the Company's 1993 Omnibus Share Plan to purchase Shares, which have now vested, as compensation for his services as Chief Executive Officer of the Company. On May 29, 2002, each of Messrs. Roth and Wight sold Shares pursuant to Rule 144 ("Rule 144") promulgated under the Securities Act of 1933, as amended, as further described below in Item 5(c) of this Amendment No. 2. As of the close of business on May 29, 2002, Interstate owned in the aggregate 8,943,000 Shares, which constitutes approximately 8.4% of the outstanding Shares, based on approximately 106,663,517 of such Shares outstanding on May 17, 2002. 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 8,943,000 Shares held by Interstate. Subject to the pledge agreement (described in Item 6 of Amendment No.1), as modified as described in Item 6 of Page 7 of 10 this Amendment No.2, 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 directly or in such partner's charitable foundation. On May 29, 2002, Mr. Roth owned directly 5,855,000 Shares (which includes options for 3,505,000 Shares) and had the right to vote and dispose of 52,800 Shares held in a charitable foundation, for an aggregate of 14,850,800 or 13.5% of the outstanding Shares, which amount includes the Shares held by Interstate. On May 29, 2002, Mr. Wight owned directly 805,000 Shares and had the right to vote and dispose of 51,800 Shares held in a charitable foundation, for an aggregate of 9,799,800, or 9.2% of the outstanding Shares, which amount includes the Shares held by Interstate. On May 29, 2002, Mr. Mandelbaum owned 1,818,998 Shares directly, for an aggregate of 10,761,998 Shares, or 10.1% of the outstanding Shares, which amount includes the Shares held by Interstate. 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 17,526,598 Shares, or 15.9% of the outstanding Shares. (c) During the last 60 days, the following transactions in the Shares were effected by Interstate or any of its three partners: On April 12, 2002, the charitable foundation established by Mr. Wight sold 5,000 Shares at a price of $46.25 per Share. This sale was effected by the charitable foundation in a brokerage transaction on the New York Stock Exchange ("NYSE"). On May 29, 2002, Interstate made a distribution to its partners of 3,500,000 Shares in the aggregate, with no partner receiving in excess of his economic interest in Interstate's assets. On May 29, 2002, Mr. Wight sold 650,000 Shares to a market maker pursuant to Rule 144 at a net sale price of $43.90 per Share in a transaction on the NYSE. On May 29, 2002, Mr. Roth sold 650,000 Shares to a market maker pursuant to Rule 144 at a net sale price of $43.90 per Share in a transaction on the NYSE. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended by adding the following paragraphs after the last paragraph thereof: In connection with the merger of Charles E. Smith Commercial Realty L.P. with and into a subsidiary of the Company, which was consummated on January 1, 2002, Mr. Roth, Michael D. Fascitelli, the Company's President and a member of the Company's Board of Trustees, and Interstate, who collectively beneficially own, as of May 29, 2002, Shares representing 17.5% of the outstanding Shares, have entered into an agreement with Robert H. Smith, a member of the Company's Board of Trustees and Chairman of the Charles E. Smith Commercial Division of the Company, each as of January 1, 2002, and Robert P. Kogod, a member of the Company's Board of Trustees as of January 1, 2002, and Charles E. Smith Commercial Realty L.L.C., dated as of December 31, 2001 (the "Voting Agreement"), pursuant to which they are obligated to vote all of the Shares which they own (or over which they exercise voting control) in favor of the election of Messrs. Kogod and Smith (or their permitted designees) to the Company's Board of Trustees until the earlier to occur of (i) January 1, 2008 or (ii) the date on which, under the terms of the merger agreement for the merger referenced above, none of Mr. Smith, Mr. Kogod or their respective designees is entitled to be nominated for election to the Board of Trustees. Under the terms of such merger agreement, upon the death of Mr. Smith, the Smith family will no longer have the right to designate a nominee for election to the Board of Trustees, and upon the death of Mr. Kogod, the Kogod family will no longer have the right to designate a nominee for election to the Board of Trustees; provided that upon the deaths of both Mr. Smith and Mr. Kogod, the Smith and Kogod families will have Page 8 of 10 the right jointly to appoint one designee approved by the Company to complete any unexpired term and to be nominated for election as a trustee for the remaining six-year period that Mr. Smith and Mr. Kogod would have been entitled to be nominated for election to the Board of Trustees. Furthermore, if the members of the Smith family or the Kogod family and their permitted transferees beneficially own less than 75% in number of the Class A Units of limited partnership interest of Vornado Realty L.P. units issued to such family in the merger, the Company will no longer be obligated to provide Mr. Smith or Mr. Kogod, respectively, or their designees, the rights described above. Upon the termination of such rights, the obligations of Mr. Roth, Mr. Fascitelli and Interstate under the voting agreement shall terminate. The foregoing is qualified in its entirety by reference to the Voting Agreement, attached hereto as Exhibit 4. In addition, by letter agreement dated May 29, 2002, between the Company and Mr. Roth, the Company has released the Shares from the pledge agreement described in Item 6 of Amendment No. 1, and Mr. Roth has pledged options to purchase Shares, or such other collateral satisfactory to the Company, subject to the terms and conditions of the pledge agreement. See Exhibit 5 filed in connection with this Amendment No. 2. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by adding the following items to the list of exhibits contained therein: Exhibit 4 Voting Agreement, dated as of December 31, 2001, by and among Interstate Properties, Steven Roth, Michael D. Fascitelli, Robert H. Smith, Robert P. Kogod and Charles E. Smith Commercial Realty L.P. Exhibit 5 Letter Agreement, dated May 29, 2002, from Vornado Realty Trust to Steven Roth. Exhibit 6 Agreement of Joint Filing, dated as of May 29, 2002, among Interstate Properties, Steven Roth, Russell B. Wight and David Mandelbaum. Page 9 of 10 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. DATED: May 29, 2002 INTERSTATE PROPERTIES By: /s/ STEVEN ROTH ------------------------------------ Name: Steven Roth Title: Managing General Partner STEVEN ROTH /s/ STEVEN ROTH ------------------------------------ Name: Steven Roth RUSSELL B. WIGHT, JR. /s/ RUSSELL B. WIGHT, JR. ------------------------------------ Name: Russell B. Wight, Jr. DAVID MANDELBAUM /s/ DAVID MANDELBAUM ------------------------------------ Name: David Mandelbaum Page 10 of 10 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 4 Voting Agreement, dated as of December 31, 2001, by and among Interstate Properties, Steven Roth, Michael D. Fascitelli, Robert H. Smith, Robert P. Kogod and Charles E. Smith Commercial Realty L.P. 5 Letter Agreement, dated May 29, 2002, from Vornado Realty Trust to Steven Roth. 6 Agreement of Joint Filing, dated as of May 29, 2002, among Interstate Properties, Steven Roth, Russell B. Wight and David Mandelbaum. EX-99.4 3 ex_4.txt EXHIBIT 4: VOTING AGREEMENT EXHIBIT 4 EXECUTION COPY VOTING AGREEMENT VOTING AGREEMENT (this "Agreement"), dated as of December 31, 2001, by and among certain undersigned shareholders (each a "Shareholder" and collectively, the "Shareholders") of Vornado Realty Trust, a Maryland real estate investment trust (the "Vornado REIT"), Robert H. Smith ("Mr. Smith"), Robert P. Kogod ("Mr. Kogod"), and SCR GP (as defined below), as the Representative. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of October 18, 2001, among Vornado REIT, Vornado Realty L.P., a Delaware limited partnership (the "Vornado OP"), Vornado Merger Sub L.P., a Delaware limited partnership, Charles E. Smith Commercial Realty, L.P., a Delaware limited partnership ("SCR"), Charles E. Smith Commercial Realty L.L.C., a Delaware limited liability company and the sole general partner of SCR ("SCR GP"), Robert H. Smith ("Mr. Smith"), Robert P. Kogod ("Mr. Kogod"), and Charles E. Smith Management, Inc., a District of Columbia corporation ("SMI") (the "Merger Agreement"), the Vornado OP will acquire SCR; 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 Vornado REIT ("Common Shares") set forth opposite such Shareholder's name on Schedule 1 hereto; and WHEREAS, in order to induce SCR to enter into the Merger Agreement and to consummate the Merger 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. Smith (or a Smith Designee (as defined below)) and Mr. Kogod (or a Kogod Designee (as defined below)) to the Board of Trustees of Vornado REIT. 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 each of SCR GP, Messrs. Smith and Kogod 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. 2. Agreement to Vote Shares. (a) 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 (i) Mr. Smith (or, to the extent that Mr. Smith or the Smith Family (as defined in the Merger Agreement) is entitled, pursuant to the Merger Agreement, to nominate a Smith Designee (as defined in the Merger Agreement), a Smith Designee) to the Board of Trustees of Vornado REIT at every meeting of the shareholders of Vornado REIT at which such matter is considered and at every adjournment thereof for at least two consecutive three-year terms (the "Minimum Term"), and (ii) Mr. Kogod (or, to the extent that Mr. Kogod or the Kogod Family (as defined in the Merger Agreement) is entitled, pursuant to the Merger Agreement, to nominate a Kogod Designee (as defined in the Merger Agreement), a Kogod Designee) to the Board of Trustees of Vornado REIT at every meeting of the shareholders of Vornado REIT at which such matter is considered and at every adjournment thereof for at least the Minimum Term; provided, however, that Messrs. Smith and Kogod shall resign from the Board of Trustees of Vornado REIT on or after the 6th anniversary of the date of their initial appointment to the Board of Trustees of Vornado REIT unless otherwise requested by Vornado to remain on the Board of Trustees of Vornado REIT after such date. 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, including those Common Shares acquired after the date of this Agreement, during the term of this Agreement or over which such Shareholder exercises voting control. (b) The Shareholder's obligation to vote, or cause to be voted, such Shareholder's Shares in favor of the election of Mr. Smith (or, if applicable, a Smith Designee) or Mr. Kogod (or, if applicable, a Kogod Designee) to the Board of Trustees of Vornado REIT, as the case may be, pursuant to Section 2(a) of this Agreement shall terminate with respect to the first to die of either Mr. Smith or Mr. Kogod (but such obligation shall continue with respect to the survivor of either Mr. Smith or Mr. Kogod, as the case may be). (c) Upon the death of both Messrs. Smith and Kogod, any person who is appointed or nominated jointly by the Smith Family and the Kogod Family pursuant to Section 4.3(c) of the Merger Agreement (the "Joint Nominee") to the Board of Trustees of Vornado REIT shall continue to serve as a trustee and each 2 Shareholder shall vote such Shareholder's Shares in favor of the election of the Joint Nominee at every meeting of the shareholders of Vornado REIT at which such matter is considered and at every adjournment thereof for the Minimum Term. 3. No Voting Trusts. Each Shareholder agrees that such Shareholder will not, nor will such Shareholder permit any Affiliate (as defined below) 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 each of Messrs. Smith and Kogod. 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 earlier to occur of (i) six (6) years following the Effective Time or 3 (ii) the date on which both a Smith Designee and a Kogod Designee are no longer entitled to be nominated to, and sit on, the Board of Trustees of Vornado REIT under the Merger Agreement and this Agreement. 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): If to the Shareholders, to: Mr. Steven Roth c/o Vornado Realty Trust 888 Seventh Avenue, 46th Floor New York, New York 10019 Telecopy: (212) 894-7979 Mr. Michael Fascitelli c/o Vornado Realty Trust 888 Seventh Avenue, 46th Floor New York, New York 10019 Telecopy: (212) 894-7979 Interstate Properties c/o Vornado Realty Trust 888 Seventh Avenue, 46th Floor New York, New York 10019 Attention: Mr. Steven Roth Telecopy: (212) 894-7979 4 With a copy (which shall not constitute notice) to: Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Joseph Shenker Gerald Shepherd Telecopy: (212) 558-3588 If to Mr. Smith, to: Mr. Robert H. Smith c/o Charles E. Smith Commercial Realty L.L.C. 2345 Crystal Drive Crystal City Arlington, Virginia 22202 Telecopy: (703) 769-1305 With a copy (which shall not constitute notice) to: Hogan & Hartson L.L.P. 555 Thirteenth Street, N.W. Washington, D.C. 20004 Attention: J. Warren Gorrell, Jr. Bruce W. Gilchrist Telecopy: (202) 637-5910 If to Mr. Kogod, to: Mr. Robert P. Kogod c/o Charles E. Smith Commercial Realty L.L.C. 2345 Crystal Drive Crystal City Arlington, Virginia 22202 Telecopy: (703) 769-1305 With a copy (which shall not constitute notice) to: Hogan & Hartson L.L.P. 555 Thirteenth Street, N.W. Washington, D.C. 20004 Attention: J. Warren Gorrell, Jr. Bruce W. Gilchrist Telecopy: (202) 637-5910 5 If to SCR GP, to: Charles E. Smith Commercial Realty L.L.C. 2345 Crystal Drive Crystal City Arlington, Virginia 22202 Telecopy: (703) 769-1305 Attention: Robert H. Smith Robert P. Kogod With a copy (which shall not constitute notice) to: Hogan & Hartson L.L.P. 555 Thirteenth Street, N.W. Washington, D.C. 20004 Attention: J. Warren Gorrell, Jr. Bruce W. Gilchrist Telecopy: (202) 637-5910 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. 6 (e) Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties without the priorwritten consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by and against, the parties and their respective successors and assigns. * * * * * * * * * * 7 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written. /s/ STEVEN ROTH ---------------------------------------- Steven Roth /s/ MICHAEL FASCITELLI ---------------------------------------- Michael Fascitelli Interstate Properties By: Steven Roth, its general partner /s/ STEVEN ROTH ---------------------------------------- Name: Steven Roth Title: General Partner /s/ ROBERT H. SMITH ---------------------------------------- Robert H. Smith /s/ ROBERT P. KOGOD ---------------------------------------- Robert P. Kogod Charles E. Smith Commercial Realty L.L.C. /s/ ROBERT H. SMITH ---------------------------------------- Name: Robert H. Smith Title: Co-Chief Executive Officer EX-5 4 ex_5.txt LETTER AGREEMENT FROM VORNADO REALTY TO MR. ROTH EXHIBIT 5 [VORNADO REALTY TRUST LETTERHEAD] May 29, 2002 Mr. Steven Roth Chairman and CEO Vornado Realty Trust 888 7th Avenue New York, NY Dear Mr. Roth: Reference is made to that certain Stock Pledge Agreement, dated December 29, 1992, by Steven Roth and Vornado, Inc. (predecessor-in-interest to Vornado Realty Trust) (the "Stock Pledge Agreement") pursuant to which you granted to Vornado Realty Trust, a security interest in and a pledge and assignment of certain common shares of beneficial interest of Vornado Realty Trust, par value $0.04 per share (the "Common Shares"), owned by you. This letter evidences our mutual understanding to release the Common Shares subject to the Stock Pledge Agreement to you, free of all security interests or other encumbrances created by the Stock Pledge Agreement, and for you to pledge options to purchase Common Stock or other satisfactory collateral, subject to the terms and conditions of the Stock Pledge Agreement. Accordingly, this letter agreement, when executed by you and a signed counterpart returned to the undersigned, will modify the Stock Pledge Agreement by deleting the following text in the introductory paragraph of the Stock Pledge Agrement: "1,000,000 shares of Common Stock, par value $0.04 of Vornado, Inc. ("Shares"), which are herewith delivered to the Lender." and replacing it in its entirety with the following: "That number of options to purchase common shares of beneficial interest of Vornado Realty Trust, par value $0.04 per share, or other collateral satisfactory to Vornado Realty Trust ("Shares") with a value (such value, in the case of an option to purchase common shares of beneficial interest of Vornado Realty Trust, being the product of (i) the difference between the current market value of the common shares of beneficial interest of Vornado Realty Trust underlying such option and the exercise price of such option and (ii) the number of common shares of beneficial interest of Vornado Realty Trust subject to such option) that is not less than two (2) times the value of all then outstanding promissory notes between Vornado Realty Trust and Debtor." This letter agreement shall be construed in accordance with and governed in all respects, including validity, interpretation and effect, by the laws of the State of New Jersey without giving effect to the principles of conflicts of laws thereof. This letter agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Nothing herein shall constitute a waiver of any rights under the Stock Pledge Agreement, and, except as set forth herein, the terms of the Stock Pledge Agreement remain unmodified and in full force and effect. Very truly yours, VORNADO REALTY TRUST By: /s/ MICHAEL D. FASCITELLI ------------------------------------ Name: Michael D. Fascitelli Title: President Accepted and Agreed To: /s/ STEVEN ROTH - ----------------------- Steven Roth EX-99.6 5 ex_6.txt EXHIBIT 6: AGREEMENT OF JOINT FILING EXHIBIT 6 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to common shares of beneficial interest, par value $0.04 per share, of Vornado Realty Trust and that this Joint Filing Agreement be included as an exhibit to such joint filing. Each person who is a party hereto acknowledges that (i) each is individually eligible to use Schedule 13D to satisfy its filing obligations under Rule 13d-1; (ii) each is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning itself; and (iii) neither person is responsible for the completeness or accuracy of the information concerning the other person jointly filing on the Schedule 13D referred to herein, unless such person knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 29th day of May, 2002. INTERSTATE PROPERTIES By: /s/ STEVEN ROTH ------------------------------------ Name: Steven Roth Title: Managing General Partner STEVEN ROTH /s/ STEVEN ROTH ------------------------------------ Name: Steven Roth RUSSELL B. WIGHT, JR. /s/ RUSSELL B. WIGHT, JR. ------------------------------------ Name: Russell B. Wight, Jr. DAVID MANDELBAUM /s/ DAVID MANDELBAUM ------------------------------------ Name: David Mandelbaum -----END PRIVACY-ENHANCED MESSAGE-----