0000891836-13-000212.txt : 20130913 0000891836-13-000212.hdr.sgml : 20130913 20130913151252 ACCESSION NUMBER: 0000891836-13-000212 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130913 DATE AS OF CHANGE: 20130913 GROUP MEMBERS: CESC H STREET LLC GROUP MEMBERS: H STREET BUILDING CORP GROUP MEMBERS: H STREET JP FASHION LLC GROUP MEMBERS: PCJ I INC. GROUP MEMBERS: TWO PENN PLAZA REIT INC. GROUP MEMBERS: TWO PENN PLAZA REIT JP FASHION LLC GROUP MEMBERS: VNO FASHION LLC GROUP MEMBERS: VORNADO REALTY L.P. GROUP MEMBERS: VORNADO RTR INC. GROUP MEMBERS: VSPS I L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: J C PENNEY CO INC CENTRAL INDEX KEY: 0001166126 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 260037077 STATE OF INCORPORATION: DE FISCAL YEAR END: 0721 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78069 FILM NUMBER: 131096224 BUSINESS ADDRESS: STREET 1: 6501 LEGACY DRIVE CITY: PLANO STATE: TX ZIP: 75024-3698 BUSINESS PHONE: 9722431100 FORMER COMPANY: FORMER CONFORMED NAME: J C PENNEY HOLDINGS INC DATE OF NAME CHANGE: 20020128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VORNADO REALTY TRUST CENTRAL INDEX KEY: 0000899689 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 221657560 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-894-7000 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 sc0142.htm AMENDMENT NO. 8 TO SCHEDULE 13D sc0142.htm
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

J.C. Penney Company, Inc. 
(Name of Issuer)

Common Stock, par value $0.50 per share
(Title of Class of Securities)

708160106
(CUSIP Number)

Joseph Macnow
Executive Vice President - Finance and
Administration and Chief Financial Officer
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

September 13, 2013
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-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.

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 (however, see the Notes).
 
Page 1 of 19 Pages
 
 
 
 
 
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
 (b) x
 
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
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
 
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)

 
Page 2 of 19 Pages
 
 
 
 
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
 (b) x
 
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
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
 
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

 
Page 3 of 19 Pages
 
 
 
 
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
 (b) x
 
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
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
 
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)

 
Page 4 of 19 Pages
 
 
 
 
 
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
 (b) x
 
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
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
 
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)

 
Page 5 of 19 Pages
 
 
 
 
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
 (b) x
 
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
 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)
 
 HC/CO

 
Page 6 of 19 Pages
 
 
 
 
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
 (b) x
 
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)

 
Page 7 of 19 Pages
 
 
 
 
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
 (b) x
 
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
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
 
13
 Percent of Class Represented by Amount in Row (11)
 
 0.4% (See Items 5 and 6)
14
 Type of Reporting Person (See Instructions)
 
 HC/OO (limited liability company)

 
Page 8 of 19 Pages
 
 
 
 
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
 (b) x
 
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
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
 
13
 Percent of Class Represented by Amount in Row (11)
 
 0.4% (See Items 5 and 6)
14
 Type of Reporting Person (See Instructions)
 
 HC/CO

 
Page 9 of 19 Pages
 
 
 
 
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
 (b) x
 
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
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
 
13
 Percent of Class Represented by Amount in Row (11)
 
 0.4% (See Items 5 and 6)
14
 Type of Reporting Person (See Instructions)
 
 OO (limited liability company)

 
Page 10 of 19 Pages
 
 
 
 
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
 (b) x
 
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
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
 
13
 Percent of Class Represented by Amount in Row (11)
 
 0.4% (See Items 5 and 6)
14
 Type of Reporting Person (See Instructions)
 
 HC/CO

 
Page 11 of 19 Pages
 
 
 
 
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
 (b) x
 
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
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o
 
13
 Percent of Class Represented by Amount in Row (11)
 
 0.4% (See Items 5 and 6)
14
 Type of Reporting Person (See Instructions)
 
 CO

 
Page 12 of 19 Pages
 
 
 
 
This Amendment No. 8 (this “Amendment”) amends and supplements the Schedule 13D filed by Vornado Realty Trust, a Maryland real estate investment trust, Vornado Realty L.P., a Delaware limited partnership, VNO Fashion LLC, a Delaware limited liability company, and VSPS I L.L.C., a Delaware limited liability company, with the Securities and Exchange Commission on October 8, 2010 and amended on November 10, 2010, January 25, 2011, February 9, 2011, February 25, 2011, September 19, 2011, October 9, 2012 and March 5, 2013 (as so amended, the “Schedule 13D”), relating to the common stock, par value $.50 per share (the “Common Shares”), of J.C. Penney Company, Inc., a Delaware corporation (the “Issuer”).  All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.
 
ITEM 2.
IDENTITY AND BACKGROUND
 
    Item 2 of the Schedule 13D is hereby amended and supplemented by replacing Schedule I thereto with Schedule I hereto.
 
ITEM 4.
PURPOSE OF THE TRANSACTION
 
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

      On September 13, 2013, Steven Roth, Chairman of the Board and Chief Executive Officer of Vornado Realty Trust, resigned from the board of directors of the Issuer.

        At a recent conference, Joseph Macnow, Executive Vice President – Finance and Chief Administrative Officer of Vornado Realty Trust, stated that the Reporting Persons currently expect to exit their investment in the Issuer in the not-too-distant future.  The Reporting Persons intend to review their investments in the Issuer on a continuing basis.  Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board, price levels of Common Shares, other investment opportunities available to the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the Issuer as they deem appropriate.
 
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
 
Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

(a) and (b)     See the rows numbered 7, 8, 9, 10, 11 and 13 on each of the cover pages to this Amendment, which are incorporated in this Item 5 by reference.  As of September 13, 2013, the Reporting Persons beneficially owned an aggregate of 13,400,000 Common Shares, which includes Common Shares underlying the Forward Transaction and which represents approximately 6.1% of the outstanding Common Shares.  The percentages of outstanding Common Shares disclosed as of September 13, 2013 in this Schedule 13D are calculated based on 220,564,447 Common Shares outstanding as of September 6, 2013 as reported on the cover of the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended August 3, 2013.

 
Page 13 of 19 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 of the individuals listed below are citizens of the United States.
 
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.
 
 
 
 
 
 

 
Page 14 of 19 Pages
 
 
 
 

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.

 
 
 
 
 
Page 15 of 19 Pages
 
 
 
 
SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 13, 2013


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
 

 
Page 16 of 19 Pages
 
 
 
 
 
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

 
Page 17 of 19 Pages
 
 
 

 
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
 
 

Page 18 of 19 Pages
 
 
 

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


 
 
 
 
 
 
 
 
Page 19 of 19 Pages