UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
DECEMBER 29, 2004
VORNADO OPERATING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 001-14525 22-3569068
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
210 ROUTE 4 EAST, PARAMUS, NEW JERSEY 07652
(Address of principal executive offices)
Registrant's telephone number, including area code: (201) 587-7721
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR AND ITEM 8.01. OTHER EVENTS.
On December 29, 2004, Vornado Operating Company (the "Company") announced that
it filed a Certificate of Dissolution to dissolve, and closed its stock transfer
books. Previously, the Company had announced that it expected to pay a
liquidating cash distribution of approximately $2.85 per share upon approval of
the settlement of a litigation in Delaware. That distribution was expected to
consist of approximately $2.00 per share from the assets of the Company and
approximately $0.85 per share as a result of the settlement. The settlement
hearing took place on December 28th at which the judge determined to postpone
his decision until mid-January of 2005. Accordingly, the Company's exchange
agent will pay a liquidating cash distribution of $2.00 per share to
stockholders upon surrender of their stock certificates and delivery to the
exchange agent of any other required documentation. The exchange agent is
mailing instructions for surrendering certificates to stockholders and
recommends they take no action until they have received and read those
instructions. If the settlement is approved in mid-January, the Company expects
to distribute the settlement proceeds less the then applicable litigation
expenses promptly thereafter.
A copy of the Certificate of Dissolution and the press release issued by the
Company on December 29, 2004 regarding the filing of the Certificate of
Dissolution are being filed as exhibits to this Current Report on Form 8-K and
are incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
c. Exhibits
The following documents are filed as exhibits to this Current Report on
Form 8-K:
3.1 - Certificate of Dissolution
99.1 - Press release, dated December 29, 2004
SIGNATURES
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 and
Chief Financial Officer
Date: December 30, 2004