<PAGE>   1
                                                        EXHIBIT INDEX ON PAGE 16



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:  MARCH 31, 2001

                                       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:   001-14525


                            VORNADO OPERATING COMPANY
             (Exact name of registrant as specified in its charter)


                  DELAWARE                                      22-3569068
(State or other jurisdiction of incorporation                (I.R.S. Employer
              or organization)                            Identification Number)


   888 SEVENTH AVENUE, NEW YORK, NEW YORK                         10019
  (Address of principal executive offices)                      (Zip Code)


                                 (212) 894-7000
              (Registrant's telephone number, including area code)

                                      N/A
   (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

As of May 1, 2001, there were 4,068,924 shares of the registrant's common stock,
par value $.01 per share, outstanding.




                                     Page 1
<PAGE>   2
                                      INDEX

<TABLE>
<CAPTION>
PART I.                 FINANCIAL INFORMATION:
                        ----------------------

               Item 1.    Financial Statements:                                                        Page Number
                                                                                                       -----------
<S>                                                                                                    <C>
                          Consolidated Balance Sheets as of
                          March 31, 2001 and December 31, 2000......................................        3

                          Consolidated Statements of Operations for the
                          Three Months Ended March 31, 2001 and March 31, 2000......................        4

                          Consolidated Statements of Cash Flows for the
                          Three Months Ended March 31, 2001 and March 31, 2000......................        5

                          Notes to Consolidated Financial Statements................................        6

               Item 2.    Management's Discussion and Analysis of
                          Financial Condition and Results of Operations.............................       10

               Item 3.    Quantitative and Qualitative Disclosures About Market Risk................       13



PART II.                OTHER INFORMATION:
                        ------------------

               Item 1.    Legal Proceedings.........................................................       14

               Item 6.    Exhibits and Reports on Form 8-K..........................................       14

Signatures                ..........................................................................       15

Exhibit Index             .........................................................................        16
</TABLE>




                                     Page 2
<PAGE>   3
PART I.  FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS

                            VORNADO OPERATING COMPANY

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                              MARCH 31, 2001     DECEMBER 31, 2000
                                                                                              --------------     -----------------
<S>                                                                                          <C>                 <C>
ASSETS

Cash and cash equivalents.............................................................       $       358,642       $     589,564
Marketable securities.................................................................                    --              57,504
Investment in and advances to AmeriCold Logistics.....................................            13,252,691          15,765,891
Prepaid expenses and other assets.....................................................               285,281             316,399
                                                                                             ---------------       -------------
                                                                                             $    13,896,614       $  16,729,358
                                                                                             ===============       =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Note payable to Vornado Realty Trust..................................................       $    21,181,538       $  19,781,538
Due to Transportal Network............................................................                    --             582,194
Due to Vornado Realty Trust...........................................................                99,046              73,359
Accounts payable and accrued expenses.................................................               243,452             337,416
                                                                                             ---------------       -------------
     Total liabilities................................................................            21,524,036          20,774,507
                                                                                             ---------------       -------------
Minority interest.....................................................................                    --                  --
                                                                                             ---------------       -------------

Commitments and contingencies

Stockholders' deficit:
     Common stock: par value $.01 per share; authorized, 40,000,000 shares; issued and
     outstanding, 4,068,924 shares in each period.....................................                40,689              40,689
Additional paid-in capital............................................................            22,462,555          22,462,555
Deficit...............................................................................           (29,632,666)        (25,828,267)
                                                                                             ---------------       -------------
                                                                                                  (7,129,422)         (3,325,023)
Accumulated other comprehensive loss..................................................              (498,000)           (720,126)
                                                                                             ---------------       -------------
     Total stockholders' deficit......................................................            (7,627,422)         (4,045,149)
                                                                                             ---------------       -------------
                                                                                             $    13,896,614       $  16,729,358
                                                                                             ===============       =============
</TABLE>




                 See notes to consolidated financial statements.




                                     Page 3
<PAGE>   4
                            VORNADO OPERATING COMPANY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                         FOR THE THREE MONTHS ENDED
                                                       -----------------------------
                                                                 MARCH 31,
                                                           2001              2000
                                                       -----------       -----------
<S>                                                    <C>               <C>
Revenues:
     Interest income ............................      $     3,329       $    41,778

Expenses:
     General and administrative .................          507,408           937,349
                                                       -----------       -----------
                                                          (504,079)         (895,571)

Loss from AmeriCold Logistics ...................       (1,921,200)       (3,738,000)
Loss from Transportal Network ...................               --        (1,185,421)
Unrealized loss from marketable securities ......         (777,630)               --
Interest and debt expense to Vornado Realty Trust         (601,490)         (316,000)
                                                       -----------       -----------
Loss before income tax benefit and
     minority interest ..........................       (3,804,399)       (6,134,992)

Income tax benefit ..............................               --                --
                                                       -----------       -----------

Loss before minority interest ...................       (3,804,399)       (6,134,992)

Minority interest ...............................               --           607,364
                                                       -----------       -----------

Net loss ........................................      $(3,804,399)      $(5,527,628)
                                                       ===========       ===========

Net loss per share -- basic and diluted .........      $     (0.93)      $     (1.36)
                                                       ===========       ===========
</TABLE>




                See notes to consolidated financial statements.




                                     Page 4
<PAGE>   5
                            VORNADO OPERATING COMPANY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                              FOR THE THREE MONTHS ENDED
                                                                                      MARCH 31,
                                                                            -----------------------------
                                                                                2001              2000
                                                                            -----------       -----------
<S>                                                                         <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss ........................................................      $(3,804,399)      $(5,527,628)
     Adjustments to reconcile net loss to net cash used in operations:
         Minority interest ...........................................               --          (607,364)
         Equity in loss from AmeriCold Logistics
             (Includes $94,000 of cash received for interest income)..        2,015,200         3,738,000
         Loss from Transportal Network ...............................               --         1,185,421
         Unrealized loss from marketable securities ..................          777,630                --
         Stock appreciation rights compensation expense ..............               --           652,734
     Changes in operating assets and liabilities:
         Prepaid expenses and other assets ...........................           31,118          (228,961)
         Accounts payable and accrued expenses .......................          (93,964)          (21,369)
         Due to Transportal Network ..................................         (582,194)               --
         Due to Vornado Realty Trust .................................           25,687            (8,996)
                                                                            -----------       -----------
Net cash used in operating activities ................................       (1,630,922)         (818,163)
                                                                            -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Investment in and advances to AmeriCold Logistics ...............               --        (6,000,000)
                                                                            -----------       -----------
Net cash used in investing activities ................................               --        (6,000,000)
                                                                            -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from borrowings ........................................        1,400,000         6,000,000
     Other ...........................................................               --             1,496
                                                                            -----------       -----------
Net cash provided by financing activities ............................        1,400,000         6,001,496
                                                                            -----------       -----------

Net decrease in cash and cash equivalents ............................         (230,922)         (816,667)
Cash and cash equivalents at beginning of period .....................          589,564         3,257,870
                                                                            -----------       -----------
Cash and cash equivalents at end of period ...........................      $   358,642       $ 2,441,203
                                                                            ===========       ===========

SUPPLEMENTAL INFORMATION:
     Cash payments for interest ......................................      $   601,490       $   316,000
                                                                            ===========       ===========
</TABLE>




                See notes to consolidated financial statements.

                                     Page 5
<PAGE>   6
                            VORNADO OPERATING COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    ORGANIZATION

      Vornado Operating Company (the "Company") holds its assets and conducts
its business through Vornado Operating L.P., a Delaware limited partnership
("Company L.P."). The Company is the sole general partner of, and as of March
31, 2001 owned a 90.1% partnership interest in, Company L.P. All references to
the "Company" refer to Vornado Operating Company and its subsidiaries including
Company L.P.

2.    BASIS OF PRESENTATION

      The consolidated balance sheet as of March 31, 2001, the consolidated
statements of operations for the three months ended March 31, 2001 and 2000 and
the consolidated statements of cash flows for the three months ended March 31,
2001 and 2000 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 accounting principles generally
accepted in the Unites States of America have been condensed or omitted. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 2000 as
filed with the Securities and Exchange Commission. The results of operations for
the three months ended March 31, 2001 are not necessarily indicative of the
operating results for the full year.

      The accompanying consolidated financial statements include the accounts of
Vornado Operating Company and Company L.P. All significant intercompany amounts
have been eliminated.

      The preparation of financial statements in conformity with accounting
principles general accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.

      Certain amounts in the prior year's financial statements have been
reclassified to conform to the current year presentation.

3.    MARKETABLE SECURITIES

      The Company recognized an unrealized loss from marketable securities of
$777,630 for the three months ended March 31, 2001, due to an "other than
temporary decline" in fair value of securities available for sale.

4.    INVESTMENTS IN PARTNERSHIPS

      The Company's investments in and advances to partnerships and loss
recognized from such investments are as follows:

<TABLE>
<CAPTION>
                                            Investments in and Advances to Partnership
                                            ------------------------------------------
                                                March 31, 2001    December 31, 2000
                                                --------------    -----------------
<S>                                         <C>                   <C>
AmeriCold Logistics (60% interest) .......        $13,252,691        $15,765,891
                                                  ===========        ===========
</TABLE>




                                     Page 6
<PAGE>   7
                            VORNADO OPERATING COMPANY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


<TABLE>
<CAPTION>
                                               Loss from Investments in Partnerships
                                               -------------------------------------
                                                    For The Three Months Ended
                                                            March 31,
                                                  -----------------------------
                                                      2001              2000
                                                  -----------       -----------
<S>                                            <C>                  <C>
      AmeriCold Logistics (60% interest) ...      $(1,921,200)      $(3,738,000)
      Transportal Network (60% interest) ...               --        (1,185,421)
                                                  -----------       -----------
                                                  $(1,921,200)      $(4,923,421)
                                                  ===========       ===========
</TABLE>

      The following condensed operating data represents 100% of AmeriCold
Logistics of which the Company's share is 60%:

<TABLE>
<CAPTION>
                                                      For The Three Months Ended March 31,
                                                      ------------------------------------
                                                            2001                2000
                                                       -------------       -------------
<S>                                                   <C>                  <C>
      Revenues ..................................      $ 158,988,000       $ 170,091,000
                                                       =============       =============

      Costs other than depreciation applicable to
          revenues ..............................      $ 151,328,000       $ 165,608,000
                                                       =============       =============

      Net loss ..................................      $  (3,352,000)      $  (6,230,000)
                                                       =============       =============
</TABLE>

      AmeriCold Logistics is experiencing cash flow deficits which management of
AmeriCold Logistics is currently addressing through sales of non-core assets and
capital infusion by new investors.

      Lease Restructuring

      On February 22, 2001, AmeriCold Logistics' leases with the Vornado
REIT/Crescent REIT Partnership (the "Landlord") were restructured to, among
other things, (i) reduce 2001's contractual rent to $146,000,000 ($14,500,000
less than 2000's contractual rent), (ii) reduce 2002's contractual rent to
$150,000,000 (plus additional contingent rent in certain circumstances), (iii)
increase the Landlord's share of annual maintenance capital expenditures by
$4,500,000 to $9,500,000 effective January 1, 2000 and (iv) extend the deferred
rent period to December 31, 2003 from March 11, 2002.

      Total rent expense was $35,480,000 and $42,854,000 for the three months
ended March 31, 2001 and 2000. The rent reduction in the first quarter of 2001,
compared to the first quarter of 2000, is not indicative of the rent reduction
for the full year. The rent reduction for the full year is expected to be
approximately $14,500,000 as discussed above.

5.    VORNADO AGREEMENT

      The Company and Vornado Realty Trust ("Vornado") have entered into an
agreement ("Vornado Agreement") pursuant to which, among other things, (a)
Vornado will under certain circumstances offer the Company an opportunity to
become the lessee of certain real property owned now or in the future by Vornado
(under mutually satisfactory lease terms) and (b) the Company will not make any
real estate investment or other REIT-Qualified Investment unless it first offers
Vornado the opportunity to make such investment and Vornado has rejected that
opportunity.


                                     Page 7
<PAGE>   8
                            VORNADO OPERATING COMPANY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)



      Vornado and the Company each have the right to terminate the Vornado
Agreement if the other party is in material default of the Vornado Agreement or
upon 90 days written notice to the other party at any time after December 31,
2003. In addition, Vornado has the right to terminate the Vornado Agreement upon
a change in control of the Company.

6.    LOSS PER SHARE

      The following table sets forth the computation of basic and diluted loss
per share:

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                          March 31,
                                                                -----------------------------
                                                                    2001              2000
                                                                -----------       -----------
<S>                                                             <C>               <C>
Numerator:
     Net loss ............................................      $(3,804,399)      $(5,527,628)
                                                                ===========       ===========

Denominator:
     Denominator for basic loss per share-weighted average
         shares ..........................................        4,068,924         4,068,393
     Effect of dilutive securities:
         Employee stock options ..........................               --                --
                                                                -----------       -----------
     Denominator for diluted loss per share-adjusted
         weighted average shares .........................        4,068,924         4,068,393
                                                                ===========       ===========

Net loss per share-basic and diluted .....................      $     (0.93)      $     (1.36)
                                                                ===========       ===========
</TABLE>

7.    COMPREHENSIVE LOSS

      The following table sets forth the Company's comprehensive loss:

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                  March 31,
                                                                        -----------------------------
                                                                            2001              2000
                                                                        -----------       -----------
<S>                                                                     <C>               <C>
         Net loss ................................................      $(3,804,399)      $(5,527,628)
         Recognition of unrealized loss from marketable securities
             previously included in comprehensive loss ...........          720,126                --
         Proportionate share of other comprehensive loss of
             partially-owned entity ..............................         (498,000)               --
                                                                        -----------       -----------
         Comprehensive loss ......................................      $(3,582,273)      $(5,527,628)
                                                                        ===========       ===========
</TABLE>




                                     Page 8
<PAGE>   9
                            VORNADO OPERATING COMPANY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

8.    MINORITY INTEREST

      During the year ended December 31, 2000, the investment in Company L.P.
(Vornado Operating Company's operating partnership) by minority holders was
fully absorbed by losses. The minority interest's 9.9% share of present and
future losses will be recognized by the Company.

9.    COMMITMENTS AND CONTINGENCIES

      The Company is from time to time involved in legal actions arising in the
ordinary course of its business. In the opinion of management, after
consultation with legal counsel, the outcome of such matters will not have a
material adverse effect on the Company's financial condition, results of
operations or cash flows.




                                     Page 9
<PAGE>   10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

      Certain statements contained herein constitute forward-looking statements
as such term is defined in Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Certain factors could cause actual results to
differ materially from those in the forward-looking statements. Factors that
might cause such a material difference include, but are not limited to: (a) the
Company's limited operating history; (b) restrictions on the Company's business
and future opportunities; (c) dependence upon Vornado Realty Trust; (d) the
substantial influence of the Company's controlling stockholders and conflicts of
interest; (e) risks associated with potential investments and ability to manage
those investments; (f) competition; (g) the Company's obligations under the
revolving credit facility; (h) AmeriCold Logistics' obligations under the lease
agreements with the Vornado REIT/Crescent REIT Partnership; (i) the Company's
limited financial resources; (j) dependence on key personnel; (k) potential
anti-takeover effects of the Company's charter documents and applicable law; (l)
dependence on dividends and distributions of subsidiaries; (m) potential costs
of compliance with environmental laws; (n) changes in the general economic
climate; and (o) government regulations. See "Risk Factors" in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000.

RESULTS OF OPERATIONS

      The Company's operations and business are subject to a variety of risks.
In considering the Company's results of operations, please read "Risk Factors"
in the Company's Annual Report on Form 10-K for the year ended December 31,
2000.


Three Months Ended March 31, 2001 and 2000

      The Company had a net loss of $3,804,399 for the three months ended March
31, 2001, compared to $5,527,628 for the three months ended March 31, 2000, a
decrease of $1,723,229.

      Interest income was $3,329 for the three months ended March 31, 2001,
compared to $41,778 for the three months ended March 31, 2000, a decrease of
$38,449. The decrease resulted primarily from a lower average invested balance.

      General and administrative expenses were $507,408 for the three months
ended March 31, 2001, compared to $937,349 for the three months ended March 31,
2000. The decrease of $429,941 resulted primarily from $652,734 less in
compensation expense relating to stock appreciation rights, offset by payroll
costs.

      The Company's loss from AmeriCold Logistics was $1,921,200 for the three
months ended March 31, 2001, compared to $3,738,000 for the three months ended
March 31, 2000, a decrease of $1,816,800. Included in the loss for the three
months ended March 31, 2001 is interest income of $90,000 earned on the
$3,000,000 promissory note advanced to AmeriCold Logistics by the Company in the
third quarter of 2000. Excluding interest income, the loss from AmeriCold
Logistics was $2,011,200 for the three months ended March 31, 2001.

      On February 22, 2001, AmeriCold Logistics' leases with the Vornado
REIT/Crescent REIT Partnership (the "Landlord") were restructured to, among
other things, (i) reduce 2001's contractual rent to $146,000,000 ($14,500,000
less than 2000's contractual rent), (ii) reduce 2002's contractual rent to
$150,000,000 (plus additional contingent rent in certain circumstances), (iii)
increase the Landlord's share of annual maintenance capital expenditures by
$4,500,000 to $9,500,000 effective January 1, 2000 and (iv) extend the deferred
rent period to December 31, 2003 from March 11, 2002.

      The AmeriCold Logistics' results are discussed below:

      AMERICOLD LOGISTICS RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH
      31, 2001 AND 2000

            The following are discussions of the results of operations of
      AmeriCold Logistics, the Company's Temperature Controlled Logistics
      business - see the Company's Annual Report on Form 10-K for a discussion
      of this business. The data below represents 100% of this business of which
      the Company owns 60%. For the purpose of the discussions below, "Leased
      Operations" refer to operations at warehouses leased by AmeriCold
      Logistics and "Other Operations" refer to (i) warehouses managed by
      AmeriCold Logistics for the accounts of customers, (ii) Transportation
      Management Services, which includes freight routing, dispatching, freight
      rate negotiation, backhaul coordination, and distribution channel
      assessments and (iii) Quarry Operations.


                                    Page 10
<PAGE>   11
            Revenues were $158,988,000 for the three months ended March 31,
      2001, compared to $170,091,000 for the three months ended March 31, 2000,
      a decrease of $11,103,000. Revenues from Leased Operations were
      $107,641,000 for the three months ended March 31, 2001, compared to
      $113,836,000 for the three months ended March 31, 2000, a decrease of
      $6,195,000. Revenues from Other Operations were $51,347,000 for the three
      months ended March 31, 2001, compared to $56,255,000 for the three months
      ended March 31, 2000, a decrease of $4,908,000.

            The revenue decrease in Leased Operations for the three months ended
      March 31,2001, resulted from lower warehouse revenue as a result of a
      reduction in both total customer inventory stored at the warehouses and
      customer inventory turns due to their reaction to a slowing U.S. economy
      which may continue. The decrease in revenue from Other Operations is
      primarily a decline in Transportation Management Services revenue due to
      the expiration of a contract with a customer.

            The gross margin for Leased Operations was $39,848,000, or 37.0% for
      the three months ended March 31, 2001, compared to $44,060,000, or 38.7%
      for the three months ended March 31, 2000, a decrease of $4,212,000. The
      decrease in both gross margin and gross margin percentage is attributable
      to lower customer inventory levels and customer inventory turns.

            Operating income from Other Operations was $3,292,000 for the three
      months ended March 31, 2001, compared to $3,277,000 for the three months
      ended March 31, 2000, an increase of $15,000.

            Rent expense was $35,480,000 for the three months ended March 31,
      2001, compared to $42,854,000 for the three months ended March 31, 2000, a
      decrease of $7,374,000 (not indicative of the decrease for the full year).
      The decrease was due to the lease restructuring announced February 22,
      2001, discussed above.

            General and administrative expenses were $8,326,000 for the three
      months ended March 31, 2001, compared to $8,844,000 for the three months
      ended March 31, 2000, a decrease of $518,000. The decrease resulted
      primarily from lower outside services purchased.

            Depreciation and amortization expense was $2,187,000 for the three
      months ended March 31, 2001, compared to $1,981,000 for the three months
      ended March 31, 2000. The increase of $206,000 is the result of additional
      machinery and equipment.

            Interest expense was $689,000 for the three months ended March 31,
      2001, compared to $160,000 for the three months ended March 31, 2000. This
      $529,000 increase resulted from higher borrowings and deferred rent in
      2001.

            Other income was $190,000 for the three months ended March 31, 2001,
      compared to $272,000 for the three months ended March 31, 2000, a decrease
      of $82,000. This decrease resulted primarily from lower average invested
      balances and the write-off of the remaining book value for assets taken
      out of service.

            As a result of the aforementioned factors, AmeriCold Logistics' net
      loss for the three months ended March 31, 2001 decreased by $2,878,000 to
      $3,352,000. The Company's share of this loss is $2,011,200. AmeriCold
      Logistics believes that the loss for the quarter ended March 31, 2001, is
      not necessarily indicative of the operating results for the full year, due
      to seasonality of the business.

----------

      Transportal Network ceased operations in September 2000. Accordingly,
there was no loss in this year's first quarter.

      The Company recognized an unrealized loss from marketable securities of
$777,630 for the three months ended March 31, 2001, due to an "other than
temporary decline" in fair value of securities available for sale.




                                    Page 11
<PAGE>   12
      Interest and debt expense to Vornado Realty Trust was $601,490 for the
three months ended March 31, 2001, compared to $316,000 for the three months
ended March 31, 2000. The $285,490 increase resulted primarily from a higher
average outstanding balance on the Company's revolving credit facility with
Vornado Realty Trust.

LIQUIDITY AND CAPITAL RESOURCES

      The Company has a $75,000,000 unsecured revolving credit facility with
Vornado which expires on December 31, 2004. Borrowings under this facility bear
interest at LIBOR plus 3% (7.88% at March 31, 2001). The Company pays Vornado a
commitment fee equal to 1% per annum on the average daily unused portion of the
facility pursuant thereto. Principal payments are not required under the
Revolving Credit Agreement during its term. The Revolving Credit Agreement
prohibits the Company from incurring indebtedness to third parties (other than
certain purchase money debt and certain other exceptions) and prohibits the
Company from paying dividends. The Company has no external sources of financing
except this facility.

      During the three months ended March 31, 2001, the Company increased its
note payable to Vornado by $1,400,000. At March 31, 2001, $53,818,462 remains
available under this facility.

      AmeriCold Logistics is experiencing cash flow deficits which management of
AmeriCold Logistics is currently addressing through sales of non-core assets and
capital infusion by new investors.

      On February 22, 2001, AmeriCold Logistics' leases with the Vornado
REIT/Crescent REIT Partnership (the "Landlord") were restructured to, among
other things, (i) reduce 2001's contractual rent to $146,000,000 ($14,500,000
less than 2000's contractual rent), (ii) reduce 2002's contractual rent to
$150,000,000 (plus additional contingent rent in certain circumstances), (iii)
increase the Landlord's share of annual maintenance capital expenditures by
$4,500,000 to $9,500,000 effective January 1, 2000 and (iv) extend the deferred
rent period to December 31, 2003 from March 11, 2002.

      In the aggregate, the Company's investments do not generate sufficient
cash flow to pay all of its expenses. The Company estimates that it has adequate
borrowing capacity under its credit facility to meet its cash requirements.

Cash Flows Three Months Ended March 31, 2001

      Cash flows used in operating activities of $1,630,922 were comprised of
(i) net loss of $3,804,399 and (ii) the net change in operating assets and
liabilities of $619,353, offset by (iii) adjustments for non-cash and
non-operating items of $2,792,830. The adjustments for non-cash and
non-operating items are comprised of (i) loss from AmeriCold Logistics of
$2,015,200 and (ii) unrealized loss from Marketable Securities of $777,630.

      Net cash provided by financing activities of $1,400,000 resulted from
borrowings under the Company's revolving credit facility with Vornado.

Cash Flows Three Months Ended March 31, 2000

      Cash flows used in operating activities of $818,163 were comprised of (i)
net loss of $5,527,628 and (ii) the net change in operating assets and
liabilities of $259,326, offset by (iii) adjustments for non-cash and
non-operating items of $4,968,791. The adjustment for non-cash and non-operating
items are comprised of (i) loss from investment in AmeriCold Logistics of
$3,738,000, (ii) loss from investment in Transportal Network of $1,185,421 and
(iii) stock appreciation rights compensation expense of $652,734, offset by (iv)
minority interest of $607,364.

      Net cash used in investing activities of $6,000,000 resulted from an
additional investment in AmeriCold Logistics.

      Net cash provided by financing activities of $6,001,496 primarily resulted
from borrowings under the Company's revolving credit facility with Vornado.




                                    Page 12
<PAGE>   13
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      At March 31, 2001, the Company had $21,181,538 of variable rate debt
bearing interest at an interest rate of 7.88% (LIBOR plus 3.00%). A one percent
increase for one year in the base used to determine the interest rate of the
variable rate debt would result in a $211,815 increase in the Company's annual
net loss ($0.05 per basic and diluted share).




                                    Page 13
<PAGE>   14
PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company is from time to time involved in legal actions arising in
the ordinary course of its business. In the opinion of management, after
consultation with legal counsel, the outcome of such matters will not have a
material adverse effect on the Company's financial condition, results of
operations or cash flows.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)    Exhibits required by Item 601 of Regulation S-K are filed herewith and
         are listed in the attached Exhibit Index.


  (b)    Reports on Form 8-K.

         During the quarter ended March 31, 2001, Vornado Operating Company
filed the following report on Form 8-K:

<TABLE>
<CAPTION>
         Period Covered (Date of
             Event Reported)              Items Reported            Date Filed
<S>                                  <C>                         <C>
                                     Press release regarding
            February 22, 2001          Lease Restructuring       February 22, 2001
</TABLE>




                                    Page 14
<PAGE>   15
                                   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.




                                                VORNADO OPERATING COMPANY
                                                      (Registrant)




Date: May 10, 2001                        By:    /s/ Patrick T. Hogan
                                            ------------------------------------
                                                    PATRICK T. HOGAN
                                         Vice President, Chief Financial Officer




                                    Page 15
<PAGE>   16
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                                                                              PAGE
-----------                                                                              ----
<S>           <C>                                                                        <C>
              The following is a list of all exhibits filed as part of this
              report

  2.1         Assignment Agreement, dated as of December 31, 1998, between                *
              Vornado Realty Trust, as assignor, and Vornado Operating Company,
              assignee (incorporated by reference to Exhibit 2.1 of the
              Company's Current Report on Form 8-K, dated December 31, 1998
              (File No. 001-14525), as filed with the Commission on January 15,
              1999)

  2.2         Put Agreement, dated as of December 31, 1998, between Vornado               *
              Realty Trust, as grantor, and Vornado Operating Company, as
              grantee (incorporated by reference to Exhibit 2.2 of the Company's
              Current Report on Form 8-K, dated December 31, 1998 (File No. 001
              -14525), as filed with the Commission on January 15, 1999)

  2.3         Asset Purchase Agreement dated as of February 26, 1999, between             *
              AmeriCold Logistics, LLC, as Purchaser, and AmeriCold Corporation,
              as Seller (incorporated by reference to Exhibit 2.1 of the,
              Company's Current Report on Form 8-K, dated March 12, 1999 (File
              No. 001-14525), as filed with the Commission on March 31, 1999)

  2.4         Asset Purchase Agreement, dated as of March 9, 1999, between                *
              Vornado Crescent Logistics Operating Partnership, as Purchaser,
              and URS Logistics, Inc., as Seller (incorporated by reference to
              Exhibit 2.2 of the Company's Current Report on form 8-K, dated
              March 12, 1999 (File No. 001-14525), as filed with the Commission
              on March 31, 1999)

  2.5         Asset Purchase Agreement, dated as of March 9, 1999, between                *
              AmeriCold Logistics, LLC, as Purchaser, and VC Omaha Holdings,
              L.L.C., as Seller (incorporated by reference to Exhibit 2.3 of the
              Company's Current Report on Form 8-K, dated March 12, 1999 (File
              No. 001-14525), as filed with the Commission on March 31, 1999)

  2.6         Asset Purchase Agreement, dated as of March 9, 1999, between                *
              AmeriCold Logistics II, LLC, as Purchaser, and VC Missouri
              Holdings, L.L.C., as Seller (incorporated by reference to Exhibit
              2.4 of the Company's Current Report on Form 8-K, dated March 12,
              1999 (File No. 001-14525), as filed with the Commission on March
              31, 1999)

  3.1         Restated Certificate of Incorporation of Vornado Operating Company          *
              (incorporated by reference to Exhibit 3.1 of the Company's
              Registration Statement on Form S-11 (File No. 333-40701), as filed
              with the Commission on September 28, 1998)

  3.2         Amended and Restated Bylaws of Vornado Operating Company                    *
              (incorporated by reference to Exhibit 3.2 of the Company's
              Quarterly Report on Form 10-Q for the quarter ended March 31, 2000
              (File No. 001-14525) as filed with the Commission on May 9, 2000)
</TABLE>




----------

*   Incorporated by reference.


                                    Page 16
<PAGE>   17
<TABLE>
<CAPTION>
EXHIBIT NO.                                                                              PAGE
-----------                                                                              ----
<S>           <C>                                                                        <C>
  4.1         Specimen stock certificate (incorporated by reference to Exhibit            *
              4.1 of the Company's Registration Statement on Form S-11 (File No.
              333-40701), as filed with the Commission on January 23, 1998)

 10.1         Intercompany Agreement, dated as of October 16, 1998, between               *
              Vornado Operating Company and Vornado Realty Trust (incorporated
              by reference to Exhibit 10.1 of the Company's Annual Report on
              Form 10-K for the year ended December 31, 1998 (File No.
              001-14525))

 10.2         Credit Agreement dated as of January 1, 1999, between Vornado               *
              Operating Company and Vornado Realty L.P., together with related
              form of Line of Credit Note (incorporated by reference to Exhibit
              10.2 of the Company's Annual Report on Form 10-K for the year
              ended December 31, 1998 (File No. 001-14525))

 10.3         1998 Omnibus Stock Plan of Vornado Operating Company (incorporated          *
              by reference to Exhibit 10.3 of the Company's Annual Report on
              Form 10-K for the year ended December 31, 1998 (File No. 001
              -14525))

 10.4         Agreement of Limited Partnership of Vornado Operating L.P.                  *
              (incorporated by reference to Exhibit 10.4 of the Company's Annual
              Report on Form 10-K for the year ended December 31, 1998 (File No.
              001-14525))

 10.5         Agreement, dated March 11, 1999, between Vornado Operating L.P.             *
              and COPI Temperature Controlled Logistics L.L.C. (incorporated by
              reference to Exhibit 10.1 of the Company's Current Report on Form
              8-K, dated March 12, 1999 (File No. 001-14525), as filed with the
              Commission on March 31, 1999)

 10.6         Master Lease Agreement, dated as of April 22, 1998, between URS             *
              Real Estate, L.P., as Landlord, and URS Logistics, Inc., as Tenant
              (incorporated by reference to Exhibit 10.2 of the Company's
              Current Report on Form 8-K/A, dated March 12, 1999 (File No.
              001-14525), as filed with the Commission on May 26, 1999)

 10.7         First Amendment to Master Lease Agreement, dated as of March 10,            *
              1999, between URS Real Estate, L.P. and URS Logistics, Inc.
              (incorporated by reference to Exhibit 10.3 of the Company's
              Current Report on Form 8-K/A, dated March 12, 1999 (File No.
              001-14525), as filed with the Commission on May 26, 1999)

 10.7(A)      Second Amendment to Master Lease Agreement, effective as of
              February 22, 2001, between URS Real Estate, L.P. and AmeriCold
              Logistics, LLC.

 10.8         Assignment and Assumption of Master Lease, dated as of March 11,            *
              1999, between URS Logistics, Inc. and AmeriCold Logistics II, LLC
              (incorporated by reference to Exhibit 10.4 of the Company's
              Current Report on Form 8-K/A, dated March 12, 1999 (File No.
              001-14525), as filed with the Commission on May 26, 1999)

 10.9         Master Lease Agreement, dated as of April 22, 1998, between                 *
              AmeriCold Real Estate, L.P., as Landlord and AmeriCold
              Corporation, as Tenant (incorporated by reference to Exhibit 10.5
              of the Company's Current Report on Form 8-K/A, dated March 12,
              1999 (File No. 001-14525), as filed with the Commission on May 26,
              1999)
</TABLE>




----------

*   Incorporated by reference.



                                    Page 17
<PAGE>   18
<TABLE>
<CAPTION>
EXHIBIT NO.                                                                              PAGE
-----------                                                                              ----
<S>           <C>                                                                        <C>
 10.10        First Amendment to Master Lease Agreement, dated as of March 10,            *
              1999, between AmeriCold Real Estate, L.P. and AmeriCold Logistics,
              LLC (incorporated by reference to Exhibit 10.6 of the Company's
              Current Report on Form 8-K/A, dated March 12, 1999 (File No.
              001-14525), as filed with the Commission on May 26, 1999)

 10.10(A)     Second Amendment to Master Lease Agreement, effective as of
              February 22, 2001, between AmeriCold Real Estate, L.P. and
              AmeriCold Logistics, LLC.

 10.11        Assignment and Assumption of Master Lease, dated as of February             *
              28, 1999, between AmeriCold Corporation and AmeriCold Logistics,
              LLC (incorporated by referenced to Exhibit 10.7 of the Company's
              Current Report on Form 8-K/A, dated March 12, 1999 (File No.
              001-14525), as filed with the Commission on May 26, 1999)

 10.12        Master Lease Agreement, dated as of March 11, 1999, between URS             *
              Logistics, Inc., as landlord, and AmeriCold Logistics II, LLC, as
              Tenant (incorporated by reference to Exhibit 10.8 of the Company's
              Current Report on Form 8-K/A, dated March 12, 1999 (File No.
              001-14525), as filed with the Commission on May 26, 1999)

 10.12(A)     Amendment to Master Lease Agreement, effective as of February 22,
              2001, between AmeriCold Corporation, as successor to URS
              Logistics, Inc., and AmeriCold Logistics LLC.

 10.13        Master Lease Agreement, dated as of February 28, 1999, between              *
              AmeriCold Corporation, as Landlord, and AmeriCold Logistics, LLC,
              as Tenant (incorporated by reference to Exhibit 10.9 of the
              Company's Current Report on Form 8-K/A, dated March 12, 1999 (File
              No. 001-14525), as filed with the Commission on May 26, 1999)

 10.13(A)     Amendment to Master Lease Agreement, effective February 22, 2001,
              between AmeriCold Corporation and AmeriCold Logistics, LLC.

 10.14        Master Lease Agreement, dated as of March 11, 1999, between each            *
              of the entities listed on Exhibit A thereto, collectively as
              Landlord, and AmeriCold Logistics, LLC, as Tenant (incorporated by
              reference to Exhibit 10.10 of the Company's Current Report on Form
              8-K/A, dated March 12, 1999 (File No. 001-14525), as filed with
              the Commission on May 26, 1999)

 10.14(A)     Amendment to Master Lease Agreement, dated as of March 22, 2000,            *
              among each of the entities identified on Exhibit A thereto,
              collectively as Landlord, and AmeriCold Logistic, LLC, as Tenant
              (incorporated by reference to Exhibit 10.14 (A) of the Company's
              Quarterly Report on Form 10-Q for the quarter ended March 31, 2000
              (File No. 001-14525) as filed with the Commission on May 9, 2000)

 10.14(B)     Amendment to Master Lease Agreement, effective as of February 22,
              2001, by and among each of the entities listed on Exhibit A to
              the lease, or their successors thereto, and AmeriCold Logistics,
              LLC.

 10.15        Master Lease Agreement, dated as of March 11, 1999, between VC              *
              Omaha Holdings, L.L.C. and Carmar Freezers Thomasville L.L.C.,
              together as Landlord, and AmeriCold Logistics, LLC, as Tenant
              (incorporated by reference to Exhibit 10.11 of the Company's
              Current Report on Form 8-K/A, dated March 12, 1999 (File No.
              001-14525), as filed with the Commission on May 26, 1999)

 10.15(A)     Amendment to Master Lease Agreement, effective as of February 22,
              2001, between VC Omaha Holdings, L.L.C., and Carmar Freezers
              Thomasville L.L.C., together as Landlord, and AmeriCold
              Logistics, LLC.

 10.16        Employment Agreement between Vornado Operating Company and Emanuel          *
              Pearlman, dated May 19, 2000 (incorporated by reference to Exhibit
              10.16 of the Company's Quarterly Report on Form 10-Q for the
              quarter ended June 30, 2000 (File no. 001-14525) as filed with the
              Commission on August 7, 2000)
</TABLE>




----------

*   Incorporated by reference.



                                    Page 18
<PAGE>   19
<TABLE>
<CAPTION>
EXHIBIT NO.                                                                              PAGE
-----------                                                                              ----
<S>           <C>                                                                        <C>
 10.17        Amended and Restated Limited Liability Company Agreement of                 *
              Transportal Network, LLC, a Delaware Limited Liability Company
              (incorporated by reference to Exhibit 10.17 of the Company's
              Quarterly Report on Form 10-Q for the quarter ended June 30, 2000
              (File no. 001-14525) as filed with the Commission on August 7,
              2000)
</TABLE>




----------

*   Incorporated by reference.




                                    Page 19