SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)*
GMH Communities Trust
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(Name of Issuer)
Common Shares of Beneficial Interest, par value $0.001 per share
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(Title of Class of Securities)
36188G 10 2
(CUSIP Number)
Joseph Macnow
Vornado Realty Trust
888 Seventh Avenue
New York, New York 10019
(212) 894-7000
-----------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
William G. Farrar
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
August 10, 2005
-----------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
(Continued on following pages)
(Page 1 of 9 Pages)
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
--------------------------------- --------------------------------
CUSIP NO. 36188G 10 2 13D PAGE 2 OF 9 PAGES
--------------------------------- --------------------------------
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VORNADO REALTY TRUST 22-1657560
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS) (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
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7 SOLE VOTING POWER
0
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 12,432,862(1)
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
12,432,862(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,432,862(1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.04%(2)(3)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (REAL ESTATE INVESTMENT TRUST)
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(1) Consists of 5,762,695 Common Shares that may be acquired pursuant to a
Warrant, 6,666,667 units of limited partnership interest in GMH
Communities, LP that may be redeemed for an equivalent number of Common
Shares and 3,500 restricted Common Shares acquired by grant in connection
with Mr. Fascitelli's appointment to the Issuer's Board of Trustees, which
grant was approved by the Compensation Committee of the Issuer's Board of
Trustees.
(2) Assuming issuance of 5,762,695 Common Shares upon exercise of the Warrant,
6,666,667 Common Shares that may be issued upon redemption of an equivalent
number of units of limited partnership interest in GMH Communities, LP and
3,500 restricted Common Shares acquired by grant in connection with Mr.
Fascitelli's appointment to the Issuer's Board of Trustees, which grant was
approved by the Compensation Committee of the Issuer's Board of Trustees.
(3) Based upon 30,376,717 Common Shares outstanding on July 31, 2005 as stated
on the cover of the Issuer's Form 10-Q for the quarterly period ended June
30, 2005.
Page 2 of 9 Pages
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CUSIP NO. 36188G 10 2 13D PAGE 3 OF 9 PAGES
--------------------------------- --------------------------------
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VORNADO REALTY L.P. 13-3925979
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS) (b) [X]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 12,432,862(1)
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
12,432,862(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,432,862(1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.04%(2)(3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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(1) Consists of 5,762,695 Common Shares that may be acquired pursuant to a
Warrant, 6,666,667 units of limited partnership interest in GMH
Communities, LP that may be redeemed for an equivalent number of Common
Shares and 3,500 restricted Common Shares acquired by grant in connection
with Mr. Fascitelli's appointment to the Issuer's Board of Trustees, which
grant was approved by the Compensation Committee of the Issuer's Board of
Trustees.
(2) Assuming issuance of 5,762,695 Common Shares upon exercise of the Warrant,
6,666,667 Common Shares that may be issued upon redemption of an equivalent
number of units of limited partnership interest in GMH Communities, LP and
3,500 restricted Common Shares acquired by grant in connection with Mr.
Fascitelli's appointment to the Issuer's Board of Trustees, which grant was
approved by the Compensation Committee of the Issuer's Board of Trustees.
(3) Based upon 30,376,717 Common Shares outstanding on June 30, 2005 as stated
on the cover of the Issuer's Form 10-Q for the quarterly period ended June
30, 2005.
Page 3 of 9 Pages
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CUSIP NO. 36188G 10 2 13D PAGE 4 OF 9 PAGES
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VORNADO CCA GAINESVILLE, L.L.C. 22-3702578
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS) (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) (1) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (LIMITED LIABILITY COMPANY)
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(1) As further described under Item 3 of this Schedule 13D, Vornado CCA
Gainesville, L.L.C. currently holds 671,190 units of limited partnership
interest in GMH Communities, LP which are redeemable commencing November 2,
2005, at the option of Vornado CCA Gainesville, L.L.C., for Common Shares
at the rate of one Common Share for each Unit redeemed or, at the option of
the Issuer, cash equal to the fair market value of one Common Share. None
of such Units are beneficially owned as of the date hereof.
Page 4 of 9 Pages
ITEM 2. IDENTITY AND BACKGROUND.
Appendix A to the Schedule 13D is amended and restated in its entirety
as attached hereto.
(a)-(c) and (f). This statement is being filed by Vornado Realty Trust,
a Maryland real estate investment trust ("Vornado"), Vornado Realty L.P., a
Delaware limited partnership ("VRLP") and Vornado CCA Gainesville, L.L.C., a
Delaware limited liability company ("CCA", and together with Vornado and VRLP,
the "Reporting Persons"). The Reporting Persons entered into a joint filing
agreement dated November 9, 2004, a copy of which was attached as Exhibit 1 to
the Initial 13D.
The business address of each Reporting Person is 888 Seventh Avenue,
New York, New York 10019. Additional information about each Trustee and
executive officer of Vornado is set forth in Schedule I. All of the persons
listed in Schedule I are citizens of the United States of America.
(d) and (e). No Reporting Person, nor to the best knowledge of the
Reporting Persons any of the persons listed in Schedule I, has during the last
five years (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was, or is, subject to a judgment, decree or final order
enjoining future violation 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.
Item 3 is hereby amended by adding the following three paragraphs at
the end thereof:
As a result of anti-dilution adjustments under the terms of the
Warrant, the number of Common Shares and Units obtainable under the Warrant
increased as follows: by 67,257 as a result of the distribution paid by the
Issuer on January 12, 2005; by 107,242 as a result of the distribution paid by
the Issuer on April 15, 2005; and by 91,471 as a result of the distribution paid
by the Issuer on July 15, 2005. As a result of these adjustments, the Warrant is
exercisable for 5,762,694 Common Shares or Units at a price per Common Share or
Unit of $8.68. The exercise period for the Warrant expires on May 2, 2006.
On May 2, 2005, the 6,666,667 units of limited partnership interest
("Units") in GMH Communities, LP ("GMH LP") became redeemable for Common Shares.
On August 10, 2005, Mr. Fascitelli was appointed to the Board of
Trustees of the Issuer in accordance with the terms of the Warrant. In
connection with his appointment, Mr. Fascitelli was granted 3,500 restricted
Common Shares pursuant to the GMH Communities Trust Equity Incentive Plan. The
grant was approved by the Compensation Committee of the Issuer's Board of
Trustees. Mr. Fascitelli holds these 3,500 restricted Common Shares for the
benefit of Vornado Realty Trust. The shares vest in equal installments over
three years.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended by adding the following two paragraphs at the
end thereof:
On August 10, 2005, Vornado Realty Trust exercised its rights under the
Warrant to cause Mr. Fascitelli to be appointed to the Board of Trustees of the
Issuer.
Except as disclosed herein, none of the Reporting Persons, nor to the
best knowledge of the Reporting Persons any of the persons listed in Schedule I,
has any plans or proposals which relate to or which would result in any of the
actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
However, as part of their ongoing evaluation of this investment, the Reporting
Persons may formulate new plans or proposals which could relate to or which
could result in one or more of the actions referred to in paragraphs (a) through
(j) of Item 4 of Schedule 13D.
Page 5 of 9 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a) and (b). See the rows numbered 7, 8, 9, 10, 11 and 13 on each of
pages 2, 3 and 4 above, which are incorporated herein by reference.
To the best knowledge of the Reporting Persons, except as disclosed
herein, none of the persons listed on Schedule I beneficially own any Common
Shares.
Each Reporting Person hereby disclaims beneficial ownership of any
shares of Common Stock held by any other Reporting Person.
(c) Except as set forth above, no transactions in the Common Shares
were effected by the Reporting Persons during the past 60 days by the Reporting
Persons, or, to the best knowledge of the Reporting Persons, any of the persons
listed on Schedule I hereto during the past 60 days.
(d) No person is known by any Reporting Person to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any of the Common Shares that may be deemed to be beneficially
owned by any Reporting Person, except in the case of the Common Shares
beneficially owned pursuant to the Warrant, VRLP and Vornado.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding the following paragraph at the end
thereof:
On August 10, 2005, Vornado Realty Trust exercised its rights under the
Warrant to cause Mr. Fascitelli to be appointed to the Board of Trustees of the
Issuer. In connection with his appointment, the Compensation Committee of the
Issuer's Board of Trustees granted Mr. Fascitelli 3,500 restricted Common Shares
pursuant to the GMH Communities Trust Equity Incentive Plan. Mr. Fascitelli
holds these 3,500 Common Shares for the benefit of Vornado Realty Trust.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement, dated November 9, 2004, between
Vornado Realty Trust, Vornado Realty L.P. and Vornado CCA Gainesville,
L.L.C.*
Exhibit 2 - Warrant, dated July 27, 2004, as amended, between Vornado
Realty L.P., GMH Communities Trust and GMH Communities LP (incorporated
by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K
filed October 29, 2004 (File No. 001-32290)).*
Exhibit 3 - Registration Rights Agreement, dated as of July 27, 2004
by and among GMH Communities Trust, GMH Communities LP, GMH Communities
GP, LLC, Gary M. Holloway, and Vornado Realty L.P.*
Exhibit 4 - Amendment, dated as of November 2, 2004, to Registration
Rights Agreement, dated as of July 27, 2004 by and among GMH
Communities Trust, GMH Communities LP, GMH Communities GP, LLC, Gary M.
Holloway, and Vornado Realty L.P.*
Exhibit 5 - Letter Agreement, dated October 25, 2004, among Vornado
Realty L.P., GMH Communities Trust, GMH Communities GP Trust, and GMH
Communities LP.*
--------------------------------
* Filed as an Exhibit attached to the Initial Schedule 13D.
Page 6 of 9 Pages
SCHEDULE I
THE FOLLOWING IS A LIST OF TRUSTEES AND EXECUTIVE OFFICERS OF VORNADO REALTY
TRUST, THEIR RESIDENCE OR BUSINESS ADDRESS, THEIR PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY ORGANIZATION
IN WHICH SUCH EMPLOYMENT IS CONDUCTED. ALL PERSONS LISTED ARE UNITED STATES
CITIZENS.
NAME RESIDENCE OR BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Steven Roth Vornado Realty Trust Chairman of the Board and Chief Executive Officer of Vornado, 888
(Trustee of Vornado) 888 Seventh Avenue Seventh Avenue, New York, New York 10019; managing general partner of
New York, New York 10019 Interstate Properties ("Interstate"), a partnership engaged in real
estate and other investments, c/o Vornado Realty Trust, Seventh
Avenue, New York, New York 10019.
Anthony W. Deering Vornado Realty Trust Mr. Deering is Chairman of Exeter Capital, LLC, a private investment
(Trustee of Vornado) (see address above) firm; 2328 West Joppa Road, Suite 110, Lutherville, Maryland 21093.
Michael D. Fascitelli Vornado Realty Trust President of Vornado Realty Trust, 888 Seventh Avenue, New York, New
(Trustee of Vornado) (see address above) York 10019.
Robert P. Kogod c/o Vornado Realty Trust Trustee of Archstone-Smith Trust, 9200 E. Panorama Circle, Ste. 400,
(Trustee of Vornado) (see address above) Englewood, CO 80112.
Michael Lynne c/o Vornado Realty Trust Mr. Lynne is Co-Chairman and Co-Chief Executive Officer of New Line
(Trustee of Vornado) (see address above) Cinema Corporation (a subsidiary of Time Warner Inc. and a motion
picture company), 888 Seventh Avenue, New York, New York 10019.
David M. Mandelbaum c/o Vornado Realty Trust Member of the law firm of Mandelbaum & Mandelbaum, P.C., 80 Main
(Trustee of Vornado) (see address above) Street, West Orange, New Jersey 07052; a general partner of
Interstate (see details above).
Stanley Simon c/o Vornado Realty Trust Owner of Stanley Simon and Associates, management and financial
(Trustee of Vornado) (see address above) consultants, 70 Pine Street, Room 3301, New York, New York 10270.
Robert H. Smith Vornado Realty Trust Chairman of the Charles E. Smith Commercial Realty Division of
(Trustee of Vornado) (see address above) Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019;
Trustee of Archstone-Smith Trust, 9200 E. Panorama Circle, Ste. 400,
Englewood, CO 80112.
Ronald G. Targan c/o Vornado Realty Trust President of Malt Products Corporation of New Jersey, a producer of
(Trustee of Vornado) (see address above) malt syrup, 88 Market Street, Saddle Brook, New Jersey 07663.
Richard R. West c/o Vornado Realty Trust Dean Emeritus, Leonard N. Stern School of Business, New York
(Trustee of Vornado) (see address above) University, Henry Kaufman Management Center, 44 West Fourth Street,
New York, New York 10012.
Russell B. Wight, Jr. c/o Vornado Realty Trust A general partner of Interstate (see details above).
(Trustee of Vornado) (see address above)
Michelle Felman Vornado Realty Trust Executive Vice President---Acquisitions of Vornado Realty Trust, 888
(see address above) Seventh Avenue, New York, New York 10019.
Page 7 of 9 Pages
David R. Greenbaum Vornado Realty Trust President of the New York City Office Division of Vornado Realty
(see address above) Trust, 888 Seventh Avenue, New York, New York 10019.
Christopher Kennedy Vornado Realty Trust President of the Merchandise Mart Division of Vornado Realty Trust,
(see address above) 888 Seventh Avenue, New York, New York 10019.
Joseph Macnow Vornado Realty Trust Executive Vice President---Finance and Administration and Chief
(see address above) Financial Officer of Vornado Realty Trust, 888 Seventh Avenue, New
York, New York 10019.
Sandeep Mathrani Vornado Realty Trust Executive Vice President---Retail Real Estate of Vornado Realty
(see address above) Trust, 888 Seventh Avenue, New York, New York 10019.
Mitchell N. Schear Vornado Realty Trust President of Charles E. Smith Commercial Realty of Vornado Realty
(see address above) Trust, 888 Seventh Avenue, New York, New York 10019.
Wendy Silverstein Vornado Realty Trust Executive Vice President---Capital Markets of Vornado Realty Trust,
(see address above) 888 Seventh Avenue, New York, New York 10019.
Page 8 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each
Reporting Person, each Reporting Person certifies that the information set forth
in this statement is true, complete and correct.
Date: August 18, 2005
VORNADO REALTY TRUST
By: /s/ JOSEPH MACNOW
Name: Joseph Macnow
Title: Executive Vice President-
Finance and Administration,
Chief Financial Officer
VORNADO REALTY L.P.
By: Vornado Realty Trust,
its general partner
By: /s/ JOSEPH MACNOW
Name: Joseph Macnow
Title: Executive Vice President-
Finance and Administration,
Chief Financial Officer
VORNADO CCA
GAINESVILLE, L.L.C.
By: Vornado Realty L.P.,
Its sole member
By: Vornado Realty Trust,
its general partner
By: /s/ JOSEPH MACNOW
Name: Joseph Macnow
Title: Executive Vice President-
Finance and Administration,
Chief Financial Officer
Page 9 of 9 Pages