ALEXANDERS INC — Major Shareholding Notification 1995

Feb 7, 1995

1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Alexander's, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 014752109 (CUSIP Number) Mr. Steven Roth Vornado Realty Trust Park 80 West Plaza II Saddle Brook, New Jersey 07662 (201) 587-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Janet T. Geldzahler Sullivan & Cromwell 125 Broad Street New York, New York 10004 (212) 558-3869 February 6, 1995 (Date of Event which Requires Filing of this Statement) If a filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. 2 - -------------------- CUSIP NO. 014752109 - -------------------- - ------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vornado Realty Trust 22-1657560 - ------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------ 4. SOURCE OF FUNDS N/A - ------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey - ------------------------------------------------------------ 7. SOLE VOTING POWER 1,466,568 (INCLUDES RIGHT TO BUY NUMBER OF 1,353,468 SHARES) SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 1,466,568 (INCLUDES RIGHT TO BUY WITH 1,353,468 SHARES) ---------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,821,136 (includes 1,354,568 shares held by Interstate Properties and right to buy 1,353,468 shares) - ------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.4% - ------------------------------------------------------------ 14. TYPE OF REPORTING PERSON OO (Real estate investment trust) - ------------------------------------------------------------ 3 This Amendment No. 2 amends the Schedule 13D Statement originally filed by Vornado, Inc. on August 2, 1990. On May 5, 1993, Vornado, Inc. merged into Vornado Realty Trust. Item 1. Security and Issuer. (a) The class of equity securities to which this Statement relates is the Common Stock, par value $1.00 per share (the "Shares"), of Alexander's, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 31 West 34th Street, New York, New York 10001. Item 2. Identity and Background. (a), (f) This Statement is being filed by Vornado Realty Trust, a Maryland real estate investment trust ("Vornado"). Interstate Properties, a New Jersey general partnership ("Interstate"), owns 31% of the common shares of beneficial ownership of Vornado. (b) Vornado's principal executive offices are located at Park 80 West, Plaza II, Saddle Brook, N.J. 07662. Interstate's principal executive offices are located at Park 80 West, Plaza II, Saddle Brook, N.J. 07662. (c) The principal business of Vornado is real estate, principally the ownership and operation of strip shopping centers. The principal business of Interstate is real estate and investments. The name, business address and 4 principal occupation (including the name, principal business and address of any corporation or other organization in which such employment is conducted) of each of the trustees and executive officers of Vornado and of the general partners of Interstate is listed on Annex A hereto. Each of such persons is a United States citizen. (d) - (e) During the last five years, none of Vornado, Interstate or any of the persons listed on Annex A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such entity or person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. All Shares owned by Vornado were acquired with the working capital of Vornado. Vornado plans to pay for the Shares to be acquired from Citibank, N.A. with working capital and from borrowed funds, which may be a loan from Citibank, N.A.. Item 4. Purpose of Transaction. Vornado acquired the Shares owned by it described in Item 5 for investment purposes. By virtue of the fact 5 that Mr. Steven Roth, a general partner of Interstate, is the Chairman of the Board and Chief Executive Officer of Vornado, and that the three general partners of Interstate are trustees of Vornado, Vornado may be deemed to be acting in concert with Interstate. Accordingly, Vornado would beneficially own the 1,354,568 Shares owned by Interstate. Vornado has from time to time assessed its investment in the Company. On February 6, 1995, Vornado entered into a Stock Purchase Agreement with Citibank, N.A. to acquire the 1,353,468 shares owned by Citibank, N.A. for $40.50 per share in cash. The closing of such purchase is subject to the Company's ability to qualify in 1995 as a real estate investment trust, and approval by the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") of the management and development agreement entered into and the loan agreement to be entered into between Vornado and the Company. The foregoing is a summary of the Stock Purchase Agreement, a copy of which is attached to this Schedule 13D as Exhibit 1. In connection with the execution of the Stock Purchase Agreement, Vornado and the Company entered into a management and development agreement and a commitment letter with respect to a loan agreement, copies of which are attached hereto as Exhibits 2 and 3. Under the management and development agreement, Vornado would provide all asset management, development and leasing (presently covered under 6 a leasing agreement between Vornado and the Company which would be extended) for three years for $3 million per year plus 6% of the development costs, in addition to the fees presently payable under the leasing agreement. In addition, the Company agreed to pay Vornado $900,000 for planning already performed by it in connection with the Company's Rego Park property. Mr. Roth would become the Chief Executive Officer of the Company and Stephen Mann would remain the Chairman of the Board of the Company. Under the commitment letter, Alexander's would borrow $68.5 million (with the Company able to borrow an additional $6.5 million) for three years at 14% per annum for the first two years and a fixed rate for the third year of 725 basis points over one-year treasury bills, all on a secured basis from Vornado or an affiliate (plus any participants Vornado may determine). The foregoing is qualified in its entirety by reference to the management and development agreement and commitment letter which are included herein as Exhibits 2 and 3. Both of these arrangements are subject to approval of the Bankruptcy Court. In connection with the execution of the Stock Purchase Agreement, Vornado and Interstate Properties also agreed with the Company to a Standstill and Corporate Governance Agreement, whereby the aggregate ownership in the Company by Vornado and Interstate and their affiliates and associates will not exceed 66.65% for three years, David 7 Mandelbaum and Russell Wight (trustees of Vornado and general partners of Interstate Properties) will fill two of the vacancies created by the resignation of the Citibank directors on the Company's Board and the two independent directors of the Company may select a third independent director, the independent directors will not be removable other than for cause for a period of three years and if an independent director resigns, the other two will select a replacement, the independent directors will be provided with a reasonable budget to employ investment bankers, counsel or other professionals as they determine to be necessary, Vornado and Interstate will not for a period of three years cause a merger or other business combination of Vornado or Interstate and the Company without the approval of the majority of the independent directors and if Vornado and Interstate wish to sell, in the aggregate, Shares in an amount in excess of the greater or (i) 30% of the outstanding Shares and (ii) a majority of the Shares held by Interstate and Vornado and their affiliates and associates at a price greater than 115% of the then existing market price, they may only do so on terms that permit the other stockholders to sell on the same terms. The foregoing is qualified by reference to such agreement, which is attached hereto as Exhibit 4. Whether or not the purchase contemplated by the Stock Purchase Agreement is consummated, Vornado will con- 8 tinue to assess its investment in the Company and, depending on market conditions and other factors as well as the terms of the Standstill and Corporate Governance Agreement, may dispose of all or any portion of the Shares it now owns or may hereafter acquire, seek to engage in extraordinary corporate transactions, such as a merger or other reorganization involving the Company or a purchase, sale or transfer of a material amount of the assets of the Company or any of its subsidiaries (which extraordinary transaction could involve one or more additional parties), engage in discussions with the management and/or other significant stockholders of the Company and take any other action which Vornado may deem to be appropriate in the circumstances. Item 5. Interest in Securities of the Issuer. (a) - (b) Vornado owns 113,100 Shares (2.2% of the 5,000,850 Shares reported by the Company as outstanding as of November 4, 1994 in its Form 10-Q for the three months ended September 30, 1994). Vornado has sole voting and dispositive power with respect to such Shares. Interstate owns 1,354,568 Shares, 27.1% of the Shares shown as outstanding in such Form 10-Q. While, as noted previously, Vornado may be deemed to beneficially own the Shares held by Interstate, Vornado does not have sole or shared voting or dispositive power with respect to such Shares. Finally, as a result of the Stock Purchase Agreement, Vornado may be 9 deemed to beneficially own the 1,353,468 Shares (27.1%) owned by Citibank, N.A., for an aggregate of 2,821,136 Shares (56.4%). In addition, Steven Roth, Chairman of the Board and Chief Executive Officer and a trustee of Vornado and a General Partner of Interstate, owns 9,700 Shares, Richard West, a trustee of Vornado, owns 200 Shares, and Ronald Targen, a trustee of Vornado, owns 17,800 Shares; each of Messrs. Roth, West and Targen has sole voting and dispositive power with respect to the Shares held by him. (c) Other than the execution of the Stock Purchase Agreement, there have been no transactions in the Shares effected by Vornado or Interstate or any of the persons listed in the past sixty days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See Item 4 for a description of the Stock Purchase Agreement and the Standstill and Corporate Governance Agreements. Item 7. Material to be Filed as Exhibits. (1) Stock Purchase Agreement, dated February 6, 1995. 10 (2) Management and Development Agreement, dated February 6, 1995. (3) Commitment Letter, dated February 6, 1995. (4) Standstill and Corporate Governance Agreement, dated February 6, 1995. 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 6, 1995 VORNADO REALTY TRUST By: /s/STEVEN ROTH Steven Roth, Chairman of the Board and Chief Executive Officer 12 Annex A

________ (1) General Partner of Interstate Properties (2) Trustee of Vornado Realty Trust. (3) Vornado's address is Park 80 West, Plaza II, Saddle Brook, New Jersey 07662