1 EXHIBIT INDEX ON PAGE 13 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: SEPTEMBER 30, 1996 ------------------------------------------------ or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------------- ------------------- Commission File Number: 1-6064 ALEXANDER'S, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 51-0100517 - ------------------------------------------------------------------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification Number) PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (201)587-8541 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No As of October 25, 1996 there were 5,000,850 common shares outstanding. Page 1 of 43
2 ALEXANDER'S, INC. INDEX <TABLE> <CAPTION> Page Number ----------- <S> <C> PART I. FINANCIAL INFORMATION: ---------------------- Item 1. Financial Statements: Consolidated Balance Sheets as of September 30, 1996 and December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 1996 and September 30, 1995 . . . . . . . . . . . 4 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1996 and September 30, 1995 . . . . . . . . . . . 5 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . 8 PART II. OTHER INFORMATION: ----------------- Item 5. Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . 11 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Exhibit 3.1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Exhibit 27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 </TABLE> Page 2 of 43
3 PART I. FINANCIAL INFORMATION ALEXANDER'S, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS) <TABLE> <CAPTION> SEPTEMBER 30, DECEMBER 31, 1996 1995 ------------ ----------- <S> <C> <C> ASSETS: Real estate, at cost: Land $ 46,082 $ 46,082 Buildings, leaseholds and improvements (including $34,996 of construction in progress at December 31, 1995) 112,528 96,238 Capitalized expenses and predevelopment costs 45,058 33,165 --------- -------- Total 203,668 175,485 Less accumulated depreciation and amortization (38,784) (37,794) --------- -------- 164,884 137,691 Investment in unconsolidated joint venture 11,098 12,744 --------- -------- Real estate, net 175,982 150,435 Cash and cash equivalents 10,969 8,471 Restricted cash 6,377 16,905 Accounts receivable, net of allowance for doubtful accounts of $147 in each period 228 180 Receivable arising from the straight-lining of rents, net 5,504 4,228 Deferred lease and other expense 8,362 10,460 Deferred debt expense 2,850 4,341 Other assets 1,579 3,521 -------- -------- TOTAL ASSETS $211,851 $198,541 ======== ======== <CAPTION> SEPTEMBER 30, DECEMBER 31, 1996 1995 ------------ ----------- <S> <C> <C> LIABILITIES AND DEFICIENCY IN NET ASSETS: Liabilities: Debt $192,599 $182,883 Amounts due to Vornado Realty Trust and its affiliate 4,978 8,482 Liability for postretirement healthcare benefits 14,357 15,526 Accounts payable and accrued liabilities 5,130 4,389 Other liabilities from discontinued operations 2,760 5,797 Minority interest 600 600 --------- --------- TOTAL LIABILITIES 220,424 217,677 --------- --------- Commitments and contingencies Deficiency in Net Assets: Common stock; $1.00 par value per share; authorized, 10,000,000 shares; issued 5,173,450 5,174 5,174 Additional capital 24,843 24,843 Deficit (37,630) (48,193) --------- --------- (7,613) (18,176) Less treasury shares, 172,600 shares at cost (960) (960) -------- -------- Total deficiency in net assets (8,573) (19,136) -------- -------- TOTAL LIABILITIES AND DEFICIENCY IN NET ASSETS $211,851 $198,541 ======== ======== </TABLE> See notes to consolidated financial statements. Page 3 of 43
4 ALEXANDER'S, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands except share amounts) <TABLE> <CAPTION> FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED ---------------------------- ----------------------------- SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, 1996 1995 1996 1995 ------------ ------------- ------------- ------------ <S> <C> <C> <C> <C> Revenues: Property rentals $ 4,315 $ 2,571 $ 11,768 $ 7,614 Expense reimbursements 398 280 1,365 875 Equity in income of unconsolidated joint venture 666 1,270 2,616 2,131 -------- ------- -------- ------- Total revenues 5,379 4,121 15,749 10,620 -------- ------- -------- ------- Expenses: Operating (including management fee to Vornado of $210 and $630 in 1996 and $210 and $490 in 1995) 1,481 1,124 3,984 2,726 General and administrative (including management fee to Vornado of $540 and $1,620 in 1996 and $540 and $1,260 in 1995) 961 825 3,333 3,523 Depreciation and amortization 549 460 1,372 1,393 Reorganization costs - - - 1,938 -------- ------- -------- ------- Total expenses 2,991 2,409 8,689 9,580 -------- ------- -------- ------- Operating income 2,388 1,712 7,060 1,040 Interest and debt expense (including interest on loan from Vornado) (3,657) (3,986) (10,393) (10,208) Other income and interest income, net 639 348 2,294 1,132 -------- ------- -------- ------- Loss before reversal of deferred taxes (630) (1,926) (1,039) (8,036) Reversal of deferred taxes - - - 1,406 -------- ------- -------- ------- Loss from continuing operations (630) (1,926) (1,039) (6,630) Income from discontinued operations - - 11,602 - -------- ------- -------- ------- Net (loss)/income $ (630) $(1,926) $ 10,563 $(6,630) ======== ======= ======== ======= Net (loss)/income per share: Continuing operations $(.13) $(.39) $(.21) $(1.33) Discontinued operations - - 2.32 - ------ ------ ----- ------ Net (loss)/income $(.13) $(.39) $2.11 $(1.33) ===== ===== ===== ====== Weighted average number of common shares outstanding during period 5,000,850 5,000,850 5,000,850 5,000,850 </TABLE> See notes to consolidated financial statements. Page 4 of 43
5 ALEXANDER'S, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) <TABLE> <CAPTION> FOR THE NINE MONTHS ENDED ---------------------------------- SEPTEMBER 30, SEPTEMBER 30, 1996 1995 ------------- -------------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net loss from continuing operations $ (1,039) $ (6,630) Adjustments to reconcile net loss to net cash provided by (used in) continuing operating activities: Depreciation and amortization (including debt issuance costs) 2,863 3,591 Straight-lining of rental income (1,276) (1,147) Equity in income of unconsolidated joint venture (net of distributions of $4,262 in 1996 and contributions of $951 in 1995) 1,646 (3,082) Change in assets and liabilities: Accounts receivable (48) (366) Note receivable - 4,550 Amounts due to Vornado Realty Trust and its affiliate (1,585) (1,355) Liability for postretirement healthcare benefits (1,169) (126) Accounts payable and accrued liabilities 742 2 Other 1,620 (1,459) -------- -------- Net cash provided by (used in) operating activities of continuing operations 1,754 (6,022) Net cash provided by (used in) discontinued operations 8,683 (28,425) -------- -------- Net cash provided by (used in) operating activities 10,437 (34,447) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to real estate (28,183) (28,480) Cash restricted for construction financing 2,126 (6,098) Cash restricted for operating liabilities 8,402 (14,684) -------- -------- Net cash used in investing activities (17,655) (49,262) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of debt 10,527 138,425 Debt repayments (811) (39,766) Deferred debt expense - (5,553) -------- -------- Net cash provided by financing activities 9,716 93,106 -------- -------- Net increase in cash and cash equivalents 2,498 9,397 Cash and cash equivalents at beginning of period 8,471 2,363 -------- -------- Cash and cash equivalents at end of period $ 10,969 $ 11,760 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash payments for interest (including capitalized interest of $6,452 and $4,569) $ 15,354 $ 12,579 ======== ======== </TABLE> See notes to consolidated financial statements. Page 5 of 43
6 ALEXANDER'S, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. CONSOLIDATED FINANCIAL STATEMENTS The consolidated balance sheet as of September 30, 1996, the consolidated statements of operations for the three and nine months ended September 30, 1996 and September 30, 1995, and the consolidated statements of cash flows for the nine months ended September 30, 1996 and September 30, 1995 are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's 1995 Annual Report to Shareholders. The results of operations for the three and nine months ended September 30, 1996 are not necessarily indicative of the operating results for the full year. 2. RELATED PARTY TRANSACTIONS Under a management and development agreement (the "Management Agreement") with Vornado Realty Trust ("Vornado"), Alexander's incurred fees of $937,000 and $1,162,000 in the three months ended September 30, 1996 and 1995 and $4,405,000 and $2,713,000 in the nine months ended September 30, 1996 and 1995. The fees for the nine months ended September 30, 1996, included $1,443,000 related to the substantial completion of the redevelopment of the Rego Park I property in the quarter ended March 31, 1996. The fee pursuant to the Management Agreement is in addition to the leasing fee the Company pays to Vornado under the terms of its leasing agreement. Subject to the payment of rents by tenants, Vornado is due $4,357,000 at September 30, 1996 under such agreement. The lease which Vornado had previously negotiated with Caldor on behalf of the Company for a portion of its Rego Park I property was rejected in March 1996 in Caldor's bankruptcy proceedings, resulting in $1,717,000 of previously recorded leasing fees payable and the corresponding deferred lease expense being reversed in the quarter ended March 31, 1996. In addition, the Company incurred interest on its loan from Vornado of $1,889,000 in each of the three-month periods ended September 30, 1996 and 1995, of which $1,045,000 was capitalized this year and $279,000 was capitalized last year. Interest on the loan was $5,627,000 and $4,087,000 in the nine months ended September 30, 1996 and 1995, of which $2,882,000 and $900,000 were capitalized. Page 6 of 43
7 ALEXANDER'S, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. CONTINGENCIES Paramus Property Recently, the Company was notified that the State of New Jersey had reduced the acreage that it intends to condemn to approximately 9 acres from the 10 acres it had previously sought. The land subject to the condemnation is located on the periphery of the property and will be used to lessen traffic congestion. The New Jersey Department of Transportation ("DOT") amended its offer to purchase the land to approximately $15,000,000 (previously $15,400,000) based on an appraisal performed on its behalf for the reduced acreage. The Company is negotiating with the DOT to attempt to reach agreement on the value and other terms. In the event that the Company and the DOT do not reach agreement, a formal process may be initiated by the DOT pursuant to which, among other things, a group of independent commissioners will be appointed by a court to adjudicate the disputed matters. Environmental Matters The results of a 1993 Phase I environmental study at the Kings Plaza Shopping Center's ("Center") property show that certain adjacent properties owned by third parties have experienced petroleum hydrocarbon contamination. Based on this study and preliminary investigation of the Center's property and its history, there is potential for contamination on the property. If contamination is found on the property, the Center may be required to engage in remediation activities; management is unable to estimate the financial impact of potential contamination if any is discovered in the future. If further investigations reveal that there is contamination on its site, since the Center believes such contamination would have resulted from activities of third parties, the Center intends to pursue all available remedies against any of these third parties. The Company is aware of the presence of asbestos-containing materials at several of its properties and believes that it manages such asbestos in accordance with applicable laws. The Company plans to abate or remove such asbestos as appropriate. Caldor Corporation ("Caldor") In September 1995, Caldor, which leases the Fordham Road and Flushing Properties from the Company, filed for relief under Chapter 11 of the United States Bankruptcy Code. Property rentals from these two leases represent approximately 39% of the Company's consolidated revenues for the nine months ended September 30, 1996 and approximately 56% of the Company's consolidated revenues for the year ended December 31, 1995. Caldor leased these properties "as is", expended the entire cost of refurbishing these stores and has not affirmed either of these leases, but continues to pay rent on both of these locations. The loss of property rental payments under either of these leases could have a material adverse effect on the financial condition and results of operations of the Company. Caldor was also a lessee for a portion of the Rego Park I property. Caldor received Bankruptcy Court approval to reject the lease effective March 18, 1996. The Company has filed a claim for damages based on such rejection. Page 7 of 43
8 ALEXANDER'S, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The Company's revenues, which consist of property rentals, tenant expense reimbursements and equity in income of unconsolidated joint venture were $5,379,000 in the quarter ended September 30, 1996, compared to $4,121,000 in the prior year's quarter, an increase of $1,258,000. Revenues were $15,749,000 for the nine months ended September 30, 1996, compared to $10,620,000 for the prior year's nine months, an increase of $5,129,000. Property rentals were $4,315,000 in the quarter ended September 30, 1996, compared to $2,571,000 in the prior year's quarter, an increase of $1,744,000. Property rentals were $11,768,000 in the nine months ended September 30, 1996, compared to $7,614,000 in the prior year's nine months, an increase of $4,154,000. These increases resulted primarily from the commencement of rents and paid parking at the Company's Rego Park I property in March 1996. The increases in tenant expense reimbursements reflect a corresponding increase in operating expenses passed through to tenants. Equity in income of unconsolidated joint venture ("the Kings Plaza Shopping Center") was $666,000 in the quarter ended September 30, 1996, compared to $1,270,000 in the prior year's quarter, a decrease of $604,000. This decrease resulted primarily because billings to tenants for certain reimbursable expenses in the prior year's quarter included a cumulative adjustment and therefore represented nine months of expenses. In the current year these expenses were billed ratably over the nine months. Equity in income of the Kings Plaza Shopping Center was $2,616,000 for the nine months ended September 30, 1996, compared to $2,131,000 in the prior year's nine months, an increase of $485,000. This increase resulted primarily from an increase in rent from mall tenants. Operating expenses were $1,481,000 in the quarter ended September 30, 1996, compared to $1,124,000 in the prior year's quarter, an increase of $357,000. Operating expenses were $3,984,000 in the nine months ended September 30, 1996, compared to $2,726,000 in the prior year's nine months, an increase of $1,258,000. These increases resulted from (i) expenses in connection with the paid parking operations in Rego Park and (ii) real estate taxes, maintenance and utility expenses, which were primarily passed through to tenants. General and administrative expenses were $961,000 in the quarter ended September 30, 1996, compared to $825,000 in the prior year's quarter, an increase of $136,000. Expenses were lower in the prior year's quarter as a result of a franchise tax credit during that period. General and administrative expenses were $3,333,000 in the nine months ended September 30, 1996 compared to $3,523,000 in the prior year's nine months, a decrease of $190,000. This decrease resulted primarily from lower professional fees. Interest and debt expense for the quarter and nine months ended September 30, 1996, did not change significantly from such expense for the prior year's periods. The increase in interest and debt expense for the quarter and the nine months ended September 30, 1996 resulting from higher levels of average debt was offset by an increase in interest capitalized during development this year. Other income and interest income, net was $639,000 in the quarter ended September 30, 1996, compared to $348,000 in the prior year's quarter, an increase of $291,000. Other income and interest income, net was $2,294,000 in the nine months ended September 30, 1996, compared to $1,132,000 in the prior year's nine months, an increase of $1,162,000. These increases resulted primarily from (i) the amortization of deferred gains in connection with the Company's postretirement healthcare benefits and workmen's compensation insurance refunds aggregating $416,000 and $946,000 in the three and nine Page 8 of 43
9 ALEXANDER'S, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS months ended September 30, 1996 and (ii) a reimbursement of expenses of $658,000 received in the second quarter of this year from the Company's partner in the unconsolidated joint venture, partially offset by (iii) a decrease in interest income of $232,000 and $521,000 as a result of lower average cash invested this year than in the prior year. As a result of the Company's election to be taxed as a REIT for the year ended December 31, 1995, the deferred tax balance of $1,406,000 at December 31, 1994 was reversed, resulting in an income tax benefit in the quarter ended March 1995. Discontinued Operations The Company recorded income from discontinued operations of $11,602,000 in the quarter ended June 30, 1996 comprised of (i) $9,602,000 from the settlement of a tax certiorari proceeding against the County of Nassau for overpayment of taxes on its former Valley Stream Store property and (ii) $2,000,000 from the reduction of "Other liabilities of discontinued operations" to amounts estimated to be needed to resolve these liabilities. LIQUIDITY AND CAPITAL RESOURCES Nine Months Ended September 30, 1996 Cash provided by operating activities of $10,437,000 was comprised of (i) net cash provided by discontinued operations of $8,683,000 (proceeds from settlement of tax certiorari proceedings, net of payment of allowed general unsecured claims) and (ii) $2,194,000 from results of operations (net loss from continuing operations of $1,039,000 offset by non-cash items of $3,233,000), offset by (iii) a net change in operating assets and liabilities of $440,000. Net cash used in investing activities of $17,655,000 was comprised of capital expenditures of $28,183,000, offset by the release of cash restricted for operating liabilities of $10,528,000. Net cash provided by financing activities of $9,716,000 was comprised of proceeds from the issuance of debt of $10,527,000, offset by repayments of debt of $811,000. Nine Months Ended September 30, 1995 Cash used in operating activities of $34,447,000 was comprised of (i) a net loss of $6,630,000, (ii) the payment of liabilities of discontinued operations of $28,425,000 and (iii) non-cash items of $638,000, offset by (iv) a net change in operating assets and liabilities of $1,246,000. Net cash used in investing activities of $49,262,000 was comprised of (i) capital expenditures of $28,480,000, (ii) cash restricted for construction financing of $6,098,000 and (iii) cash restricted for operating liabilities of $14,684,000. Net cash provided by financing activities of $93,106,000 was comprised of proceeds from the issuance of debt of $132,872,000 (net of deferred debt expense), offset by repayments of debt of $39,766,000. In connection with the redevelopment of the existing building and the construction of a multi-level parking structure on its Rego Park I property, the Company has expended approximately $36,500,000 and expects to expend up to an additional $3,000,000 to complete the project. At September 30, 1996, there was $1,700,000 available under a $60,000,000 construction loan to fund these expenditures with the balance to be funded from existing cash. The Company estimates that its capital expenditure requirements for other redevelopment projects will include: (i) the redevelopment of the Paramus property at a cost of Page 9 of 43
10 ALEXANDER'S, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS approximately $50,000,000 to $60,000,000 and (ii) the demising of the Kings Plaza Store which may have an improvement cost between $5,000,000 and $10,000,000. Further, the Company is evaluating redevelopment plans for the Lexington Avenue site, which may involve razing the existing building and developing a large multi-use building requiring capital in excess of $300,000,000 to be expended. While the Company anticipates that financing will be available for these redevelopment projects, there can be no assurance that such financing will be obtained or if obtained, that such financings will be on terms that are acceptable to the Company. In addition, it is uncertain as to when these projects will commence. On September 18, 1995, Caldor, which leases the Fordham Road and Flushing Properties from the Company, filed for relief under Chapter 11 of the United States Bankruptcy Code. Caldor accounted for approximately 39% of the Company's consolidated revenues for the nine months ended September 30, 1996 and approximately 56% of the Company's consolidated revenues for the year ended December 31, 1995. Caldor leased these properties "as is", expended the entire cost of refurbishing these stores and continues to pay rent on both of these locations. The loss of property rental payments under either of these leases could have a material adverse effect on the financial condition and results of operations of the Company. Caldor was also a lessee for a portion of the Rego Park I property. Caldor received Bankruptcy Court approval to reject the lease effective March 18, 1996. The Company has filed a claim for damages based on such rejection. Alexander's current operating properties (five of its nine properties) do not generate sufficient cash flow to pay all of its expenses. The Company's four non-operating properties (Lexington Avenue, Paramus, the Kings Plaza Store and Rego Park II) are in various stages of redevelopment. As rents commence from a portion of the redevelopment properties, the Company expects that cash flow will become positive. The Company estimates that the fair market values of its assets are substantially in excess of their historical cost and that there is additional borrowing capacity. Alexander's continues to evaluate its needs for capital which may be raised through (a) property specific or corporate borrowing, (b) the sale of securities and (c) asset sales. In December 1995, the Company completed a tax certiorari proceeding with the City of New York regarding the Kings Plaza Shopping Center property. As a result of this settlement, $6,000,000 of the $8,000,000 held in escrow for unpaid real estate taxes was released during the nine months ended September 30, 1996 and the balance is expected to be released in the near future. In addition, the Company may receive proceeds from condemnation proceedings of a portion of its Paramus property -- see Note 3 - Contingencies - - "Paramus Property". Although there can be no assurance, the Company believes that these cash sources will be adequate to fund cash requirements until its operations generate adequate cash flow. Page 10 of 43
11 ALEXANDER'S, INC. PART II. OTHER INFORMATION ITEM 5. OTHER MATTERS On November 7, 1996, the Board of Directors of the Company amended the By-Laws of the Company to require advance written notice (a "Stockholder's Notice") of (i) any business or proposal to be brought by any stockholder of the Company at an annual meeting of stockholders (which notice must contain certain specified information relating to any such business or proposal and any such stockholder) and (ii) any stockholder's intention to nominate a director at a stockholder meeting (which notice must contain certain specific information relating to any such stockholder and any such nominee). The requirements set forth in the By-Laws are in addition to all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters described above. A copy of the By-Laws of the Company, as amended, has been filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996. Pursuant to the By-Laws, with respect to the 1997 Annual Meeting, a Stockholder's Notice must be delivered to or mailed to, postage prepaid, and received at the principal executive offices of the Company no later than March 23, 1997 and no earlier than February 21, 1997. A Stockholder's Notice should be addressed to the Secretary of the Company, Alexander's, Inc., Park 80 West, Plaza II, Saddle Brook, New Jersey 07663. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits: The following exhibits are filed with this Quarterly Report on Form 10-Q. 3.1 Amended By-Laws of the Registrant 27 Financial Data Schedule (b) Reports on Form 8-K None Page 11 of 43
12 ALEXANDER'S, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALEXANDER'S, INC. -------------------------------- (Registrant) Date: November 7, 1996 /s/ Joseph Macnow ----------------------------------- JOSEPH MACNOW Vice President - Chief Financial Officer and Chief Accounting Officer Page 12 of 43
13 ALEXANDER'S, INC. EXHIBIT INDEX <TABLE> <CAPTION> PAGE NUMBER IN SEQUENTIAL EXHIBIT NO. NUMBERING ----------- -------------- <S> <C> <C> 3.1 Amended By-Laws of the Registrant 14 27 Financial Data Schedule 43 </TABLE> Page 13 of 43