As filed with the Securities and Exchange Commission on December 30, 2004
Registration No. 333-77143
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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VORNADO OPERATING COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 22-3569068
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
210 ROUTE 4 EAST, PARAMUS, NEW JERSEY 07652
(Address of Principal Executive Offices) (Zip code)
1998 OMNIBUS STOCK PLAN OF VORNADO OPERATING COMPANY
(Full Title of the Plan)
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JOSEPH MACNOW
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
C/O VORNADO OPERATING COMPANY
210 ROUTE 4 EAST
PARAMUS, NEW JERSEY 07652
(201) 587-7721
(Name and Address of Agent For Service)
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Copy to:
WILLIAM G. FARRAR, ESQ.
SULLIVAN & CROMWELL LLP
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission in accordance with Section 8(a) of the
Securities Act of 1933, as amended, and Rule 464 thereunder.
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No.1 relates to the Registration
Statement on Form S-8 (File No. 333-77143) (the "Registration Statement") of
Vornado Operating Company (the "Company") relating to 1,000,000 shares of the
Company's common stock, par value $0.01 per share ("Common Stock"), which was
filed with the Securities and Exchange Commission and became effective on April
27, 1999. The Registration Statement registered the 1,000,000 shares of Common
Stock for sale pursuant to the Company's 1998 Omnibus Stock Plan.
On November 9, 2004, the Board of Directors of the Company unanimously
resolved that the dissolution of the Company is advisable and in the best
interests of the Company and its stockholders. On December 17, 2004, at a
special meeting of stockholders, the stockholders of the Company approved the
dissolution by a majority of shares of Common Stock outstanding as of the record
date for the special meeting. On December 29, 2004, the Company filed a
certificate of dissolution with the Secretary of State of the State of Delaware.
As a result of the filing of the certificate of dissolution, the
offering pursuant to the Registration Statement has been terminated. In
accordance with an undertaking made by the Company in the Registration Statement
to remove from registration, by means of a post-effective amendment, any of the
securities which remain unsold at the termination of the offering, the Company
hereby removes from registration the securities of the Company registered but
unsold under the Registration Statement.
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
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Paramus, State of New Jersey, on
December 30, 2004.
VORNADO OPERATING COMPANY
By: /s/ Joseph Macnow
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Joseph Macnow
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons in their
respective capacities and on the respective dates indicated opposite their
names.
SIGNATURES TITLE DATE
/s/ Steven Roth Chairman and Chief Executive Officer December 30, 2004
------------------------------------------ (Principal Executive Officer)
Steven Roth
/s/ Michael D. Fascitelli President and Director December 30, 2004
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Michael D. Fascitelli
/s/ Joseph Macnow Executive Vice President and Chief December 30, 2004
------------------------------------------ Financial Officer (Principal Financial
Joseph Macnow and Accounting Officer)
/s/ Douglas H. Ditrick Director December 30, 2004
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Douglas H. Ditrick
Director December , 2004
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Martin N. Rosen
Director December , 2004
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Richard R. West
/s/ Russell B. Wight, Jr. Director December 30, 2004
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Russell B. Wight, Jr.