SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
VORNADO OPERATING COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 22-3569068
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(State of incorporation or organization) (IRS Employer Identification No.)
888 SEVENTH AVENUE, NEW YORK, NEW YORK 10019
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box [x] box.[ ]
Securities Act registration statement file number to which this form
relates:______________
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Stock Purchase Rights The American Stock Exchange LLC
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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On May 29, 2002, the Board of Directors of Vornado Operating Company, a
Delaware corporation (the "Company"), declared a dividend of one right (a
"Right") for each outstanding share of common stock, par value $0.01 per share
(the "Common Stock"), of the Company, payable on June 7, 2002 to stockholders of
record at the close of business on June 7, 2002. In addition, the Company issued
one Right in respect of each common unit of limited partnership (a "Common
Unit") in Vornado Operating L.P., a Delaware limited partnership, held by a
limited partner other than the Company. One Right will also be issued for each
share of Common Stock or Common Unit issued after that record date and prior to
the Separation Time (as defined in the Rights Agreement referred to below), and
additional Rights may thereafter be issued to the extent provided in the Rights
Agreement. The Rights were issued pursuant to a Stockholder Protection Rights
Agreement, dated as of May 29, 2002 (the "Rights Agreement"), between the
Company and Wachovia Bank National Association, as Rights Agent.
The Rights Agreement (which includes as Exhibit A the forms of Rights
Certificate and Election to Exercise) is attached hereto as an exhibit and is
hereby incorporated herein by reference. The description of the Rights is
incorporated by reference herein to the Company's Current Report on Form 8-K,
dated May 29, 2002, and is qualified in its entirety by reference to the Rights
Agreement and such exhibit thereto.
Item 2. EXHIBITS.
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EXHIBIT NO. DESCRIPTION
(1) Rights Agreement.
(2) Forms of Rights Certificate and of Election to
Exercise, included in Exhibit A to the Rights Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Vornado Operating Company
By: /s/ Joseph Macnow
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Name: Joseph Macnow
Title: Executive Vice President --
Finance and Administration
Date: June 5, 2002
EXHIBIT INDEX
Exhibit No. Description
(1) Stockholder Protection Rights
Agreement, dated as of May 29,
2002 (the "Rights Agreement"),
between Vornado Operating Company
and Wachovia Bank National Association,
as Rights Agent.
(2) Forms of Rights Certificate and
of Election to Exercise, included
in Exhibit A to the Rights
Agreement.