CUSIP No. 708160106
|
1
|
Names of Reporting Persons
Vornado Realty Trust
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
||
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) o
|
||
6
|
Citizenship or Place of Organization
Maryland
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
13,400,000 (See Items 5 and 6)
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
13,400,000 (See Items 5 and 6)
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,400,000 (See Items 5 and 6)
|
||
12
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
6.1% (See Items 5 and 6)
|
||
14
|
Type of Reporting Person (See Instructions)
HC/OO (real estate investment trust)
|
CUSIP No. 708160106
|
1
|
Names of Reporting Persons
Vornado Realty L.P.
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
AF
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
13,400,000 (See Items 5 and 6)
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
13,400,000 (See Items 5 and 6)
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
13,400,000 (See Items 5 and 6)
|
||
12
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
6.1% (See Items 5 and 6)
|
||
14
|
Type of Reporting Person (See Instructions)
HC/PN
|
CUSIP No. 708160106
|
1
|
Names of Reporting Persons
VNO Fashion LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
AF
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
6,184,610 (See Items 5 and 6)
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
6,184,610 (See Items 5 and 6)
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,184,610 (See Items 5 and 6)
|
||
12
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
2.8% (See Items 5 and 6)
|
||
14
|
Type of Reporting Person (See Instructions)
OO (limited liability company)
|
CUSIP No. 708160106
|
1
|
Names of Reporting Persons
VSPS I L.L.C.
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
AF
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
0 (See Items 5 and 6)
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
0 (See Items 5 and 6)
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,815,990 (See Items 5 and 6)
|
||
12
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
2.2% (See Items 5 and 6)
|
||
14
|
Type of Reporting Person (See Instructions)
OO (limited liability company)
|
CUSIP No. 708160106
|
1
|
Names of Reporting Persons
Two Penn Plaza REIT, INC.
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
AF
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
New York
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
767,808 (See Items 5 and 6)
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
767,808 (See Items 5 and 6)
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
767,808 (See Items 5 and 6)
|
||
12
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.3% (See Items 5 and 6)
|
||
14
|
Type of Reporting Person (See Instructions)
HC/CO
|
CUSIP No. 708160106
|
1
|
Names of Reporting Persons
Two Penn Plaza REIT JP Fashion LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
AF
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
767,808 (See Items 5 and 6)
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
767,808 (See Items 5 and 6)
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
767,808 (See Items 5 and 6)
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.3% (See Items 5 and 6)
|
||
14
|
Type of Reporting Person (See Instructions)
OO (limited liability company)
|
CUSIP No. 708160106
|
1
|
Names of Reporting Persons
CESC H Street LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
AF
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
831,792 (See Items 5 and 6)
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
831,792 (See Items 5 and 6)
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
831,792 (See Items 5 and 6)
|
||
12
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.4% (See Items 5 and 6)
|
||
14
|
Type of Reporting Person (See Instructions)
HC/OO (limited liability company)
|
CUSIP No. 708160106
|
1
|
Names of Reporting Persons
H Street Building Corporation
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
AF
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
831,792 (See Items 5 and 6)
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
831,792 (See Items 5 and 6)
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
831,792 (See Items 5 and 6)
|
||
12
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.4% (See Items 5 and 6)
|
||
14
|
Type of Reporting Person (See Instructions)
HC/CO
|
CUSIP No. 708160106
|
1
|
Names of Reporting Persons
H Street JP Fashion LLC
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
AF
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
831,792 (See Items 5 and 6)
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
831,792 (See Items 5 and 6)
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
831,792 (See Items 5 and 6)
|
||
12
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.4% (See Items 5 and 6)
|
||
14
|
Type of Reporting Person (See Instructions)
OO (limited liability company)
|
CUSIP No. 708160106
|
1
|
Names of Reporting Persons
Vornado RTR, Inc.
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
AF
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
799,800 (See Items 5 and 6)
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
799,800 (See Items 5 and 6)
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
799,800 (See Items 5 and 6)
|
||
12
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.4% (See Items 5 and 6)
|
||
14
|
Type of Reporting Person (See Instructions)
HC/CO
|
CUSIP No. 708160106
|
1
|
Names of Reporting Persons
PCJ I Inc.
|
||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds (See Instructions)
AF
|
||
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
Sole Voting Power
0
|
|
8
|
Shared Voting Power
799,800 (See Items 5 and 6)
|
||
9
|
Sole Dispositive Power
0
|
||
10
|
Shared Dispositive Power
799,800 (See Items 5 and 6)
|
||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
799,800 (See Items 5 and 6)
|
||
12
|
|
||
13
|
Percent of Class Represented by Amount in Row (11)
0.4% (See Items 5 and 6)
|
||
14
|
Type of Reporting Person (See Instructions)
CO
|
ITEM 2.
|
IDENTITY AND BACKGROUND
|
ITEM 4.
|
PURPOSE OF THE TRANSACTION
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
Name
|
Residence or Business Address
|
Present Principal Occupation or Employment
|
|
|
|
Steven Roth
(Trustee of Vornado)
|
Vornado Realty Trust
888 Seventh Avenue
New York, New York 10019
|
Chairman of the Board and Chief Executive Officer of Vornado, 888 Seventh Avenue, New York, New York 10019; Managing General Partner of Interstate Properties (“Interstate”), an owner of shopping centers and an investor in securities and partnerships, c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019; Chief Executive Officer of Alexander’s Inc. since March 1995, a Director since 1989, and Chairman since May 2004, c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.
|
|
|
|
Candace K. Beinecke
(Trustee of Vornado)
|
c/o Vornado Realty Trust
(see address above)
|
Chairperson of Hughes Hubbard & Reed LLP, One Battery Park Plaza
New York, New York 10004-1482.
|
|
|
|
Michael D. Fascitelli
(Trustee of Vornado)
|
Vornado Realty Trust
(see address above)
|
Trustee of Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019. |
Robert P. Kogod
(Trustee of Vornado)
|
c/o Vornado Realty Trust
(see address above)
|
President of Charles E. Smith Management LLC, a private investment firm, 2345 Crystal Dr. Ste. 1101, Arlington, VA 22202 (11th Floor).
|
|
|
|
Michael Lynne
(Trustee of Vornado)
|
c/o Vornado Realty Trust
(see address above)
|
Principal of Unique Features, a motion picture company, 888 Seventh Avenue, New York, New York 10019 (Suite 1601).
|
|
|
|
David M. Mandelbaum
(Trustee of Vornado)
|
c/o Vornado Realty Trust
(see address above)
|
Member of the law firm of Mandelbaum & Mandelbaum, P.C., 80 Main Street, West Orange, New Jersey 07052; a general partner of Interstate (see details above).
|
|
|
|
Ronald G. Targan
(Trustee of Vornado)
|
c/o Vornado Realty Trust
(see address above)
|
President of Malt Products Corporation of New Jersey, a producer of malt syrup, 88 Market Street, Saddle Brook, New Jersey 07663.
|
|
|
|
Daniel R. Tisch
(Trustee of Vornado)
|
c/o Vornado Realty Trust
(see address above)
|
Managing Member of TowerView LLC, a private investment partnership, 500 Park Avenue, New York, New York 10022.
|
|
|
|
Richard R. West
(Trustee of Vornado)
|
c/o Vornado Realty Trust
(see address above)
|
Dean Emeritus, Leonard N. Stern School of Business, New York University, Henry Kaufman Management Center, 44 West Fourth Street, New York, New York 10012.
|
|
|
|
Russell B. Wight, Jr.
(Trustee of Vornado)
|
c/o Vornado Realty Trust
(see address above)
|
A general partner of Interstate (see details above).
|
|
|
|
Michael J. Franco
|
Vornado Realty Trust
(see address above)
|
Executive Vice President--- Co-Head of Acquisitions and Capital Markets of Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.
|
|
|
|
David R. Greenbaum
|
Vornado Realty Trust
(see address above)
|
President of the New York Division of Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.
|
|
|
|
Joseph Macnow
|
Vornado Realty Trust
(see address above)
|
Executive Vice President---Finance and Chief Administrative Officer of Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.
|
Robert Minutoli
|
Vornado Realty Trust
(see address above)
|
Executive Vice President---Retail of Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.
|
|
|
|
Mitchell N. Schear
|
Vornado Realty Trust
(see address above)
|
President of Vornado/Charles E. Smith L.P. (Washington, DC division) of Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.
|
|
|
|
Wendy Silverstein
|
Vornado Realty Trust
(see address above)
|
Executive Vice President---Co-Head of Acquisitions and Capital Markets of Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.
|
|
|
|
Stephen Theriot
|
Vornado Realty Trust
(see address above)
|
Chief Financial Officer of Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019.
|
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
|
VNO FASHION LLC
|
||||
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
|
VSPS I 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
|
Two Penn Plaza REIT, INC.
|
||||
By:
|
Vornado Realty L.P.,
its controlling shareholder
|
|||
By:
|
Vornado Realty Trust,
its general partner
|
|||
By:
|
/s/ JOSEPH MACNOW
|
|||
Name:
|
Joseph Macnow
|
|||
Title:
|
Executive Vice President – Finance and Administration, Chief Financial Officer
|
Two Penn Plaza REIT JP Fashion LLC
|
|||||
By:
|
Two Penn Plaza REIT, INC.,
its sole member
|
||||
By:
|
Vornado Realty Trust,
its controlling shareholder
|
||||
By:
|
Vornado Realty Trust,
its general partner
|
||||
By:
|
/s/ JOSEPH MACNOW
|
||||
Name:
|
Joseph Macnow
|
||||
Title:
|
Executive Vice President – Finance and Administration, Chief Financial Officer
|
CESC H Street LLC
|
||||
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
|
H Street Building Corporation
|
|||||
By:
|
CESC H Street LLC,
its controlling shareholder
|
||||
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
|
H Street JP Fashion LLC
|
||||||
By:
|
H Street Building Corporation,
its sole member
|
|||||
By:
|
CESC H Street LLC,
its controlling shareholder
|
|||||
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
|
Vornado RTR, Inc.
|
||||
By:
|
Vornado Realty L.P.,
its sole shareholder
|
|||
By:
|
Vornado Realty Trust,
its general partner
|
|||
By:
|
/s/ JOSEPH MACNOW
|
|||
Name:
|
Joseph Macnow
|
|||
Title:
|
Executive Vice President – Finance and Administration, Chief Financial Officer
|
PCJ I Inc.
|
|||||
By:
|
Vornado RTR, Inc.,
its sole shareholder
|
||||
By:
|
Vornado Realty L.P.,
its sole shareholder
|
||||
By:
|
Vornado Realty Trust,
its general partner
|
||||
By:
|
/s/ JOSEPH MACNOW
|
||||
Name:
|
Joseph Macnow
|
||||
Title:
|
Executive Vice President – Finance and Administration, Chief Financial Officer
|