-----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, IONNktFftaMeJy02ixmrEvqJXV36UhjT9Eyc3suL2guH7faXPjafLXdIRGX9KLPH nppO/AMJV9z4C285xFuFIA== 0000893750-00-000142.txt : 20000313 0000893750-00-000142.hdr.sgml : 20000313 ACCESSION NUMBER: 0000893750-00-000142 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000310 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 13G SEC ACT: SEC FILE NUMBER: 005-42935 FILM NUMBER: 565442 BUSINESS ADDRESS: STREET 1: PARK 80 WEST STREET 2: PLAZA II CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 2015871000 MAIL ADDRESS: STREET 1: PARK 80 WEST PLAZA II CITY: SADDLE BROOK STATE: NJ ZIP: 07663 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAZARD FRERES REAL ESTATE INVESTORS LLC CENTRAL INDEX KEY: 0001042593 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2126326000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d- 2(b) Vornado Realty Trust - ------------------------------------------------------------------------------- (Name of Issuer) Common Shares, par value $0.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 929042208 ------------------------- (CUSIP Number) March 2, 2000 ------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /_/ Rule 13d-1 (b) /x/ Rule 13d-1 (c) /_/ Rule 13d-1 (d) *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 929042208 13G Page 2 of 15 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Commonwealth Atlantic Properties Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Virginia 5. SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 5,679,727 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH None 8. SHARED DISPOSITIVE POWER 5,679,727 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,679,727 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% 12. TYPE OF REPORTING PERSON* CO * SEE INSTRUCTION BEFORE FILLING OUT! -2- CUSIP No. 929042208 13G Page 3 of 15 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Commonwealth Atlantic Properties Investors Trust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland 5. SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 5,679,727 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH None 8. SHARED DISPOSITIVE POWER 5,679,727 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,679,727 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% 12. TYPE OF REPORTING PERSON* CO * SEE INSTRUCTION BEFORE FILLING OUT! -3- CUSIP No. 929042208 13G Page 4 of 15 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) LF Strategic Realty Investors L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5. SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 5,679,727 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH None 8. SHARED DISPOSITIVE POWER 5,679,727 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,679,727 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% 12. TYPE OF REPORTING PERSON* PN * SEE INSTRUCTION BEFORE FILLING OUT! -4- CUSIP No. 929042208 13G Page 5 of 15 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Lazard Freres Real Estate Investors L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York 5. SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 5,679,727 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH None 8. SHARED DISPOSITIVE POWER 5,679,727 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,679,727 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% 12. TYPE OF REPORTING PERSON* OO * SEE INSTRUCTION BEFORE FILLING OUT! -5- CUSIP No. 929042208 13G Page 6 of 15 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Lazard Freres & Co. LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York 5. SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 5,679,727 EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH None 8. SHARED DISPOSITIVE POWER 5,679,727 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,679,727 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% 12. TYPE OF REPORTING PERSON* OO * SEE INSTRUCTION BEFORE FILLING OUT! -6- Page 7 of 15 Pages SCHEDULE 13G Item 1(a). Name of Issuer: Vornado Realty Trust (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: Park 80 West Plaza II, Saddlebrook, NJ 07663 Item 2(a). Names of Person Filing: This statement is filed on behalf of each of the following persons: (i) Commonwealth Atlantic Properties Inc. ("CAPI") (ii) Commonwealth Atlantic Properties Investors Trust ("CAPIT") (iii) LF Strategic Realty Investors L.P. ("LFSRI") (iv) Lazard Freres Real Estate Investors L.L.C. ("LFREI") (v) Lazard Freres & Co. LLC ("Lazard" and, together with CAPI, CAPIT, LFSRI and LFREI, the "Reporting Persons") Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of CAPI is c/o 66 Canal Center, 7th Floor, Alexandria, Virginia 22314. The address of the principal business office of LFSRI, LFREI and CAPIT is c/o Lazard Freres Real Estate Investors L.L.C., 30 Rockefeller Plaza, New York, New York 10020. The address of the principal business office of Lazard is 30 Rockefeller Plaza, New York, New York 10020. Item 2(c). Citizenship: (i) CAPI is a Virginia corporation. (ii) CAPIT is a Maryland real estate investment trust. -7- Page 8 of 15 Pages (iii) LFSRI is a Delaware limited partnership. (iv), (v) LFREI and Lazard are New York limited liability companies. Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 per share (the "Common Shares") Item 2(e). CUSIP Number: 929042208 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b), Check Whether the Person Filing is a: (a) /_/ Broker or Dealer registered under Section 15 of the Act; (b) /_/ Bank as defined in Section 3(a)(6) of the Act; (c) /_/ Insurance company as defined in Section 3(a)(19) of the Act; (d) /_/ Investment company registered under Section 8 of the Investment Company Act; (e) /_/ An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E); (f) /_/ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) /_/ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) /_/ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) /_/ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) /_/ Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership Item 4(a). Amount beneficially owned: -8- Page 9 of 15 Pages CAPI beneficially owns 4,998,000 Series E-1 Convertible Preferred Units (the "Preferred Units") of Vornado Realty L.P. (the "Operating Partnership"), which have a liquidation preference of $50.00 per Preferred Unit. Commencing on May 1, 2000, CAPI shall have the right to request the Operating Partnership to redeem Preferred Units for, at CAPI's election, either (i) approximately 1.1364 Class A Units of the Operating Partnership ("Class A Units") per Preferred Unit, subject to adjustment, or (ii) cash at a redemption price obtained by multiplying the number of Class A Units that would have been receivable under the preceding clause (i) by the value (defined generally as the average of the daily market price for the ten consecutive trading days immediately preceding the date with respect to which value must be determined) (the "Value") on the redemption date of one Common Share. If CAPI elects to require the Operating Partnership to redeem the Preferred Units for cash, the Issuer, as General Partner of the Operating Partnership, may, in its sole discretion, elect to assume directly and satisfy the redemption right by delivering to CAPI either (x) the cash redemption price described in clause (ii) of the preceding sentence or (y) a number of Common Shares equal to the number of Class A Units that would have been issuable by the Operating Partnership if CAPI had elected to receive Class A Units rather than cash. If CAPI elects to require the Operating Partnership to redeem Preferred Units for Class A Units, CAPI would have the right to require the Operating Partnership to redeem Class A Units for cash in an amount equal to the Value of an equivalent number of Common Shares. The Issuer, as General Partner of the Operating Partnership, would be permitted, in its sole discretion, to elect to assume directly and satisfy the redemption right by delivering to CAPI either (x) the cash amount that would have been payable by the Operating Partnership or (y) a number of Common Shares equal to the number of Class A Units that CAPI had requested the Operating Partnership to redeem. All of the common stock of CAPI is owned by CAPIT and LFSRI. LFSRI also owns all of the common stock of CAPIT. CAPIT and LFSRI may be deemed to be the beneficial owners of the Class A Units beneficially owned by CAPI. As the general partner of LFSRI, LFREI may be deemed to be the beneficial owner of the Class A Units beneficially owned by CAPI. As the managing member of LFREI, -9- Page 10 of 15 Pages Lazard may also be deemed to be the beneficial owner of the Class A Units beneficially owned by CAPI. Assuming all of CAPI's Preferred Units were converted to Class A Units, which were then converted to Common Shares, CAPI would beneficially own 5,679,727 Common Shares, and CAPIT, LFSRI, LFREI and Lazard could then be deemed to beneficially own such Common Shares. Each of the Reporting Persons disclaims beneficial ownership of any Common Shares. Item 4(b). Percent of Class: See Item 11 of the cover pages, which is based on Item 9 of the cover pages. See Item 4(a). The percentage has been computed based on the 85,948,399 Common Shares outstanding as of October 25, 1999, as indicated in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 1999, as filed with the Securities and Exchange Commission. Item 4(c). Number of shares as to which such person has: (i) Sole power to vote or to direct the vote See Item 5 of the cover pages. (ii) Shared power to vote or to direct the vote See Item 6 of the cover pages. (iii) Sole power to dispose or to direct the disposition of See Item 7 of the cover pages. (iv) Shared power to dispose or to direct the disposition of See Item 8 of the cover pages. -10- Page 11 of 15 Pages Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. -11- Page 12 of 15 Pages 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. Date: March 10, 2000 COMMONWEALTH ATLANTIC PROPERTIES INC. By: /s/ John A. Moore ___________________________________________ Name: John A. Moore Title: Vice President COMMONWEALTH ATLANTIC PROPERTIES INVESTORS TRUST By: /s/ John A. Moore ___________________________________________ Name: John A. Moore Title: Vice President, Chief Financial Officer and Trustee LF STRATEGIC REALTY INVESTORS L.P. By: Lazard Freres Real Estate Investors L.L.C., its general partner By: /s/ John A. Moore ___________________________________________ Name: John A. Moore Title: Principal and Chief Financial Officer LAZARD FRERES REAL ESTATE INVESTORS L.L.C. By: /s/ John A. Moore ___________________________________________ Name: John A. Moore Title: Principal and Chief Financial Officer -12- Page 13 of 15 Pages LAZARD FRERES & CO. LLC By: /s/ Scott D. Hoffman ___________________________________________ Name: Scott D. Hoffman Title: Managing Director -13- Page 14 of 15 Pages Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares of Vornado Realty Trust and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of March 10, 2000. COMMONWEALTH ATLANTIC PROPERTIES INC. By: /s/ John A. Moore ___________________________________________ Name: John A. Moore Title: Vice President COMMONWEALTH ATLANTIC PROPERTIES INVESTORS TRUST By: /s/ John A. Moore ___________________________________________ Name: John A. Moore Title: Vice President, Chief Financial Officer and Trustee LF STRATEGIC REALTY INVESTORS L.P. By: Lazard Freres Real Estate Investors L.L.C., its general partner By: /s/ John A. Moore ___________________________________________ Name: John A. Moore Title: Principal and Chief Financial Officer -14- Page 15 of 15 Pages LAZARD FRERES REAL ESTATE INVESTORS L.L.C. By: /s/ John A. Moore ___________________________________________ Name: John A. Moore Title: Principal and Chief Financial Officer LAZARD FRERES & CO. LLC By: /s/ Scott D. Hoffman ___________________________________________ Name: Scott D. Hoffman Title: Managing Director -15- -----END PRIVACY-ENHANCED MESSAGE-----