VORNADO REALTY LP 10-K 2010
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Amendment No. 1)
(Exact name of Registrant as specified in its charter)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES x NO o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES o NO x
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o
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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o NO x
The aggregate market value of the voting and non-voting common shares held by non‑affiliates of the registrant, i.e. by persons other than officers and trustees of Vornado Realty Trust, was $7,216,326,000 at June 30, 2009.
As of December 31, 2009, there were 181,214,161 of the registrant’s common shares of beneficial interest outstanding.
Documents Incorporated by Reference
Part III: Portions of Proxy Statement for Annual Meeting of Shareholders to be held on May 13, 2010.
In accordance with Rule 3-09 of Regulation S-X, Vornado Realty Trust (the “Registrant” or “Vornado”) is required to include in its Annual Report on Form 10-K for the year ended December 31, 2009, audited financial statements of Toys “R” Us, Inc. (“Toys”) and Lexington Realty Trust (“Lexington”), equity method investments in which Vornado owns approximately 32.7% and 15.2%, respectively, of the common equity as of December 31, 2009. On February 23, 2010, Vornado filed its annual report for the year ended December 31, 2009 on Form 10-K with the Securities and Exchange Commission indicating on the cover page that it would file an amendment to the Form 10-K to include Toys’ and Lexington’s audited financial statements and related disclosures as soon as practicable after they were available.
On March 1, 2010, Lexington filed its Annual Report on Form 10-K for its fiscal year ended December 31, 2009. Accordingly, Vornado is filing this Amendment No. 1 on Form 10-K/A (Amendment no. 1) to Vornado’s Form 10-K, filed on February 23, 2010, to include by incorporating by reference to this Amendment No. 1 Lexington’s audited financial statements and related disclosures and to similarly include the consent of KPMG LLP, Lexington’s independent registered public accounting firm with respect to its report on such audited financial statements and the consent of PricewaterhouseCoopers, LLP with respect to its report on the financial statements of Lex-Win Concord, LLC for the year ended December 31, 2009.
A second amendment to Vornado’s Annual Report on Form 10-K will be filed as promptly as practicable following the availability of Toys financial statements.
Except as otherwise expressly noted herein, this Amendment No. 1 does not reflect events occurring after the filing of Vornado’s original Form 10-K on February 23, 2010. Accordingly, this Amendment No. 1 should be read in conjunction with Vornado’s original Form 10-K.
Item 15. Exhibits financial statement Schedules
(c) The following exhibits listed on the exhibit index are filed as exhibits to Vornado’s Annual Report of Form 10-K/A (Amendment No. 1) for the year ended December 31, 2009:
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.