VORNADO REALTY LP FORM 10-K405 (Annual Report (Regulation S-K, item 405)) Filed 03/30/00 for the Period Ending 12/31/99 Address 210 ROUTE 4 EAST PARAMUS, NJ 07652 Telephone 212-894-7000 CIK 0001040765 SIC Code 6798 - Real Estate Investment Trusts Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. VORNADO REALTY LP FORM 10-K405 (Annual Report (Regulation S-K, item 405)) Filed 3/30/2000 For Period Ending 12/31/1999 Address PARK 80 WEST PLAZA II SADDLE BROOK, New Jersey 07663 Telephone 201-587-1000 CIK 0001040765 Fiscal Year 12/31 EXHIBIT INDEX ON PAGE 109 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: DECEMBER 31, 1999 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to _________________________ Commission File Number: 000 -22685 VORNADO REALTY L.P. (Exact name of Registrant as specified in its charter) DELAWARE 13-3925979 --------------------------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663 --------------------------------------------------- ------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number including area code: (201) 587-1000 ------------------------------ Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Documents Incorporated by Reference PART III: Proxy Statement for Annual Meeting of Shareholders to be held on May 31, 2000. -1- TABLE OF CONTENTS ITEM PAGE ---- ---- PART I. 1. Business......................................................................................... 3 2. Properties....................................................................................... 12 3. Legal Proceedings................................................................................ 46 4. Submission of Matters to a Vote of Security Holders.............................................. 46 Executive Officers of the Registrant............................................................. 46 PART II. 5. Market for the Registrant's Common Equity and Related Stockholder Matters........................ 47 6. Selected Consolidated Financial Data............................................................. 47 7. Management's Discussion and Analysis of Financial Condition and Results of Operations...................................................................................... 48 7A. Quantitative and Qualitative Disclosures about Market Risk....................................... 62 8. Financial Statements and Supplementary Data...................................................... 63 9. Changes In and Disagreements With Independent Auditors on Accounting and Financial Disclosure.... 63 PART III. 10. Directors and Executive Officers of the Registrant............................................... (1) 11. Executive Compensation........................................................................... (1) 12. Security Ownership of Certain Beneficial Owners and Management................................... (1) 13. Certain Relationships and Related Transactions................................................... (1) PART IV. 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K................................. 100 SIGNATURES.............................................................................................................. 101 (1) These items are omitted because Vornado Realty Trust (see Item 1.) will file a definitive Proxy Statement pursuant to Regulation 14A involving the election of directors with the Securities and Exchange Commission not later than 120 days after December 31, 1999, which is incorporated by reference herein. Information relating to Executive Officers of the Registrant appears on page 46 of this Annual Report on Form 10-K. Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Certain factors could cause actual results to differ materially from those in the forward-looking statements. Factors that might cause such a material difference include, but are not limited to, (a) changes in the general economic climate, (b) local conditions such as an oversupply of space or a reduction in demand for real estate in the area, (c) conditions of tenants, (d) competition from other available space, (e) increased operating costs and interest expense, (f) the timing of and costs associated with property improvements, (g) changes in taxation or zoning laws, (h) government regulations, (i) failure of Vornado Realty Trust to continue to qualify as a REIT, (j) availability of financing on acceptable terms, (k) potential liability under environmental or other laws or regulations, and (l) general competitive factors. -2- PART I ITEM 1. BUSINESS THE COMPANY Vornado Realty L.P. (the "Operating Partnership," including the operations of Vornado Realty Trust prior to the conversion described below) is a Delaware limited partnership. Operations commenced on April 15, 1997, when Vornado Realty Trust ("Vornado"), a fully-integrated real estate investment trust ("REIT"), converted to an Umbrella Partnership REIT ("UPREIT") by transferring substantially all of its assets to the Operating Partnership. As a result, Vornado now conducts its business through the Operating Partnership. Vornado is the sole general partner of, and owned approximately 86% of the limited partnership common interest in, the Operating Partnership at March 1, 2000. All references to the "Company" refer to Vornado and its consolidated subsidiaries, including the Operating Partnership. The Company currently owns directly or indirectly: Office Building Properties ("Office"): (i) all or portions of 22 office building properties in the New York City metropolitan area (primarily Manhattan) aggregating approximately 14.0 million square feet; (ii) a 34% limited partnership interest in Charles E. Smith Commercial Realty L.P. ("CESCR"), a limited partnership which owns and manages approximately 10.7 million square feet of office properties in Northern Virginia and Washington, D.C., and manages an additional 7.9 million square feet of office and other commercial properties in the Washington, D.C. area; Retail Properties ("Retail"): (iii) 56 shopping center properties in six states and Puerto Rico aggregating approximately 12.0 million square feet, including 1.4 million square feet built by tenants on land leased from the Company; Merchandise Mart Properties: (iv) the Merchandise Mart Properties portfolio containing approximately 6.8 million square feet, including the 3.4 million square foot Merchandise Mart in Chicago; Temperature Controlled Logistics: (v) a 60% interest in partnerships that own 89 warehouse facilities nationwide with an aggregate of approximately 428 million cubic feet of refrigerated space (excludes 15 additional warehouses containing approximately 91 million cubic feet managed by AmeriCold Logistics). AmeriCold Logistics leases all of the partnerships' facilities; Other Real Estate Investments: (vi) approximately 32% of the outstanding common stock of Alexander's, Inc. ("Alexander's"), which has eight properties in the New York City metropolitan area; (vii) the Hotel Pennsylvania in New York City contains approximately 800,000 square feet of space with 1,700 rooms and approximately 400,000 square feet of retail and office space; (viii) approximately 30% interest in the Newkirk joint ventures which own various equity and debt interests relating to 120 limited partnerships which own real estate, primarily office and retail, net leased to credit rated tenants; (ix) eight dry warehouse/industrial properties in New Jersey containing approximately 2.0 million square feet; and (x) other real estate investments. -3- Objectives and Strategy The Company's business objective is to maximize shareholder value. The Company intends to achieve its business objective by continuing to pursue its investment philosophy, making opportunistic investments and executing its operating strategies through: - Maintaining a superior team of operating and investment professionals and an opportunistic entrepreneurial spirit; - Investing in properties in the New York City metropolitan area and other selected markets where