-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lx01lmzo4aiFp2thu02JQhLfc0kdOOjQcYofyCQIBT98I0a6OAwxh8kvD4HgURzN iR4aucE/QUt03eWep27qJA== 0000891836-05-000367.txt : 20050819 0000891836-05-000367.hdr.sgml : 20050819 20050819144551 ACCESSION NUMBER: 0000891836-05-000367 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050819 DATE AS OF CHANGE: 20050819 GROUP MEMBERS: VORNADO CCA GAINESVILLE, L.L.C. GROUP MEMBERS: VORNADO REALTY L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GMH Communities Trust CENTRAL INDEX KEY: 0001293200 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 201181390 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80127 FILM NUMBER: 051038315 BUSINESS ADDRESS: STREET 1: 10 CAMPUS BOULEVARD CITY: NEWTOWN SQUARE STATE: PA ZIP: 19073 BUSINESS PHONE: 610-355-8000 MAIL ADDRESS: STREET 1: 10 CAMPUS BOULEVARD CITY: NEWTOWN SQUARE STATE: PA ZIP: 19073 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 sc0185.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1)* GMH Communities Trust ----------------------------------------- (Name of Issuer) Common Shares of Beneficial Interest, par value $0.001 per share ----------------------------------------- (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 - --------------------------------- -------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) VORNADO REALTY TRUST 22-1657560 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (SEE INSTRUCTIONS) (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) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION MARYLAND - -------------------------------------------------------------------------------- 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) - -------------------------------------------------------------------------------- 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) OO (REAL ESTATE INVESTMENT TRUST) - -------------------------------------------------------------------------------- (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 - --------------------------------- -------------------------------- CUSIP NO. 36188G 10 2 13D PAGE 3 OF 9 PAGES - --------------------------------- -------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) VORNADO REALTY L.P. 13-3925979 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (SEE INSTRUCTIONS) (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) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- (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 - --------------------------------- -------------------------------- CUSIP NO. 36188G 10 2 13D PAGE 4 OF 9 PAGES - --------------------------------- -------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) VORNADO CCA GAINESVILLE, L.L.C. 22-3702578 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (SEE INSTRUCTIONS) (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (LIMITED LIABILITY COMPANY) - -------------------------------------------------------------------------------- (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 -----END PRIVACY-ENHANCED MESSAGE-----