UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): MAY 7, 2003 VORNADO OPERATING COMPANY (Exact Name of Registrant as Specified in Charter) DELAWARE NO. 001-14525 NO. 22-3569068 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 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 N/A (Former name or former address, if changed since last report) -------------------------------------------------------------------------------- Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements. None (b) Pro Forma Financial Information. None (c) Exhibits. The following exhibit is furnished as part of this report: Exhibit Number Description -------------- ----------- 99.1 Press Release, dated May 7, 2003. Item 9. REGULATION FD DISCLOSURE In accordance with guidance from the Securities and Exchange Commission in Release number 33-8216, the information furnished under this Item 9 ("Regulation FD Disclosure") is intended to be furnished under Item 12 ("Results of Operations and Financial Condition"). In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933. On May 7, 2003, Vornado Operating Company (the "Company") issued a press release reporting the Company's operating results for the first quarter of 2003. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. 2 -------------------------------------------------------------------------------- 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 OPERATING COMPANY -------------------------------- (Registrant) By: /s/ Joseph Macnow ----------------------------- Name: Joseph Macnow Title: Executive Vice President -- Finance and Administration and Chief Financial Officer Date: May 8, 2003 3 -------------------------------------------------------------------------------- EXHIBIT INDEX 99.1 Press Release, dated May 7, 2003. 4 --------------------------------------------------------------------------------