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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON AUGUST 27, 2001
Registration No. 333-
Exhibit Index on page 5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VORNADO OPERATING COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
22-3569068
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(I.R.S. Employer Identification No.)
888 SEVENTH AVENUE, NEW YORK, NEW YORK 10019
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(Address of Principal Executive Offices) (Zip Code)
1998 OMNIBUS STOCK PLAN OF VORNADO OPERATING COMPANY
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(Full Title of the Plan)
PATRICK T. HOGAN
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
VORNADO OPERATING COMPANY
888 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
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(Name and Address of Agent For Service)
(212) 894-7000
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Telephone Number, Including Area Code, of Agent for Service
COPY TO:
WILLIAM G. FARRAR, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
TELEPHONE: (212) 558-4000
FACSIMILE: (212) 558-1600
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
Common Stock, par 250,000 (2) $1.79 $447,500 $111.88
value $.01 per share
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(1) Calculated (solely for purposes of determining the registration fee) at
the average of the high and low prices of the registrant's Common
Stock, par value $.01 per share ("Common Stock"), on the American Stock
Exchange on August 22, 2001, pursuant to Rule 457(c) and the third
sentence of Rule 457(h)(1) under the Securities Act of 1933, as amended
(the "Securities Act").
(2) This registration statement shall also cover any shares of the
registrant's Common Stock which become issuable under the registrant's
1998 Omnibus Stock Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the registrant's outstanding shares of Common Stock.
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STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8.
This registration statement on Form S-8 registers additional securities
of the same class as other securities of the registrant for which a registration
statement, also filed on Form S-8 by the registrant and relating to the
registrant's 1998 Omnibus Stock Plan, is effective. Accordingly, the contents of
the registrant's registration statement on Form S-8 (File No. 333-77143), as
filed with the Securities and Exchange Commission on April 27, 1999, are hereby
incorporated by reference. After giving effect to this filing, an aggregate of
1,250,000 shares of the registrant's common stock have been registered for
issuance pursuant to the registrant's 1998 Omnibus Stock Plan.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this registration
statement:
4.1 Specimen stock certificate (incorporated by reference to
Exhibit 4.1 to the registrant's registration statement on Form
S-11, File No. 333-40701).
4.2 Restated Certificate of Incorporation of the registrant
(incorporated by reference to Exhibit 3.1 to the registrant's
registration statement on Form S-11, File No. 333-40701).
4.3 Amended and Restated By-laws of the registrant (incorporated
by reference to Exhibit 3.2 to the registrant's quarterly
report on Form 10-Q, File No. 001-14525, for the quarter ended
March 31, 2000).
4.4 1998 Omnibus Stock Plan of Vornado Operating Company
(incorporated by reference to Exhibit 10.3 to the registrant's
annual report on Form 10- K, File No. 001-14525, for the year
ended December 31, 1998).
5. Opinion of Sullivan & Cromwell.
23.1 Consent of Sullivan & Cromwell (included in its opinion filed
as Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Power of attorney (included on signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 27th day of
August, 2001.
VORNADO OPERATING COMPANY
By: /s/ Patrick T. Hogan
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Patrick T. Hogan
Vice President,
Chief Financial Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven Roth, Michael D. Fascitelli,
Joseph Macnow and Patrick T. Hogan, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capabilities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
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/s/ Steven Roth Chairman of the Board of Directors August 27, 2001
----------------------------------- (Principal Executive Officer)
Steven Roth
/s/ Michael Fascitelli President and Director August 27, 2001
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Michael D. Fascitelli
/s/ Patrick T. Hogan Vice President-- Chief Financial August 27, 2001
----------------------------------- Officer (Principal Financial and
Patrick T. Hogan Accounting Officer)
/s/ Douglas H. Dittrick Director August 27, 2001
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Douglas H. Dittrick
/s/ Martin N. Rosen Director August 27, 2001
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Martin N. Rosen
/s/ Richard West Director August 27, 2001
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Richard West
/s/ Russell B. Wight, Jr. Director August 27, 2001
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Russell B. Wight, Jr.
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Specimen stock certificate (incorporated by reference to
Exhibit 4.1 to the registrant's registration statement on Form
S-11, File No. 333-40701).
4.2 Restated Certificate of Incorporation of the registrant
(incorporated by reference to Exhibit 3.1 to the registrant's
registration statement on Form S-11, File No. 333-40701).
4.3 Amended and Restated By-laws of the registrant (incorporated
by reference to Exhibit 3.2 to the registrant's quarterly
report on Form 10-Q, File No. 001-14525, for the quarter ended
March 31, 2000).
4.4 1998 Omnibus Stock Plan of Vornado Operating Company
(incorporated by reference to Exhibit 10.3 to the registrant's
annual report on Form 10- K, File No. 001-14525, for the year
ended December 31, 1998).
5. Opinion of Sullivan & Cromwell.
23.1 Consent of Sullivan & Cromwell (included in its opinion filed
as Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Power of attorney (included on signature page).
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