<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
APRIL 19, 1999
MACK-CALI REALTY, L.P.
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
333-57103 22-3315804
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(Commission File No.) (I.R.S. Employer
Identification No.)
11 COMMERCE DRIVE, CRANFORD, NEW JERSEY 07016
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(Address of Principal Executive Offices) (Zip Code)
(908) 272-8000
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS
Mack-Cali Realty, L.P. is managed by Mack-Cali Realty Corporation, as
its sole general partner. On April 19, 1999, Mack-Cali Realty Corporation
announced the following changes in the membership of its Board of Directors and
the identities, titles and responsibilities of its executive officers:
1. Thomas A. Rizk resigned from the Board of Directors, the Executive
Committee of the Board of Directors, his position as Chief Executive
Officer and as an employee of Mack-Cali Realty Corporation;
2. Mitchell E. Hersh resigned from his positions as President and Chief
Operating Officer of Mack-Cali Realty Corporation and was appointed
Chief Executive Officer of Mack-Cali Realty Corporation;
3. Timothy M. Jones resigned from his position as Executive Vice
President of Mack-Cali Realty Corporation and was appointed
President of Mack-Cali Realty Corporation, remaining as Chief
Investment Officer of Mack-Cali Realty Corporation; and
4. Brant B. Cali was appointed to the Board of Directors of Mack-Cali
Realty Corporation to fill the remainder of Thomas A. Rizk's term as
a Class III Director and also was appointed Chief Operating Officer
of Mack-Cali Realty Corporation, remaining as Executive Vice
President of Mack-Cali Realty Corporation.
In connection with the aforementioned changes to the membership of the
Board of Directors and executive officers of Mack-Cali Realty Corporation,
Mack-Cali Realty, L.P. hereby files the documents listed below:
<TABLE>
<CAPTION>
EXHIBIT DOCUMENT
------- --------
<S> <C>
10.1 Settlement Agreement dated April 18, 1999 by and
among Mack-Cali Realty Corporation and
Thomas A. Rizk.
20.1 Press Release of Mack-Cali Realty Corporation
dated April 19, 1999.
</TABLE>
<PAGE>
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 hereunto duly authorized.
MACK-CALI REALTY, L.P.
By: Mack-Cali Realty Corporation,
its general partner
Date: April 19, 1999 By: /s/ ROGER W. THOMAS
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Roger W. Thomas
Executive Vice President, General Counsel
and Secretary
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DOCUMENT
------- --------
<S> <C>
10.1 Settlement Agreement dated April 18, 1999 by and
among Mack-Cali Realty Corporation and
Thomas A. Rizk.
20.1 Press Release of Mack-Cali Realty Corporation
dated April 19, 1999.
</TABLE>
<PAGE>
Exhibit 10.1
AGREEMENT AND RELEASE
This Agreement (the "Agreement") is entered into as of the 18th day
of April, 1999 by Thomas A. Rizk ("Rizk") and Mack-Cali Realty Corporation, a
Maryland corporation ("Mack-Cali") with offices at 11 Commerce Drive, Cranford,
New Jersey 07016 (collectively, the "Parties"), in consideration of the
respective agreements and promises of the Parties contained in this Agreement.
WHEREAS, the Parties have mutually agreed to terminate Rizk's
employment;
WHEREAS, the Parties disagree as to the amount payable pursuant to
the Employment Agreement (as defined herein); and
WHEREAS, the Parties wish to resolve this and all their disputes in
connection with Rizk's employment and the Employment Agreement;
NOW, THEREFORE, in consideration of the respective agreements and
promises of the Parties contained in this Agreement, the Parties agree as
follows:
1. It is mutually agreed that Rizk's employment with Mack-Cali and the
Employment Agreement, entered into as of December 11, 1997 between Rizk and
Mack-Cali (the "Employment Agreement"), except Paragraphs 11 ("Confidential
Information"), 12 ("Return of Documents"), 14 ("Remedies") (but solely as it
relates to Paragraphs 11 and 12) and 15(a) ("Indemnification") thereof which
shall be incorporated herein by reference and remain in full force and effect,
will each be terminated effective on the date hereof (the "Termination Date").
In addition, the Indemnification Agreement dated December 11, 1997 between
Mack-Cali and Rizk is hereby incorporated herein by reference and shall remain
in full force and effect. Further, effective on the Termination Date, Rizk has
resigned from (i) his position as Chief Executive Officer, (ii) the Board of
Directors of Mack-Cali and the Executive Committee thereof, and (iii)
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all other offices or positions of responsibility he holds with any subsidiaries
or affiliates of Mack-Cali, and has delivered the resignations attached hereto
as Exhibit A to Mack-Cali. Rizk agrees that he will transfer to Mack-Cali or to
a person or entity designated by Mack-Cali all of his ownership interests in all
affiliates of Mack-Cali, other than interests in Mack-Cali Realty, LP and
interests owned by TAR Realty. Finally, Rizk acknowledges that except as
specifically provided herein, he ceased participation in the Mack-Cali plans,
programs and arrangements, including, without limitation, the Security Plan, on
the Termination Date.
2. (a) The Parties disagree as to the amount due to Rizk in connection
with termination of his employment; accordingly, the Parties have agreed that
(i) Rizk's options will be canceled, (ii) Mack-Cali will pay and Rizk will
accept $18,525,000 REDUCED, as required by the Stipulation and Agreement of
Compromise and Settlement entered in the Circuit Court for Baltimore City (Civil
Action No. 97344041), by $2,535,000, for a net payment to Rizk of $15,990,000
(the "Termination Payment");
(b) The Termination Payment will be paid as follows:
(i) Simultaneously with the execution of this Agreement, Mack-Cali
will provide Rizk with an irrevocable letter that instructs Summit Bank at the
opening of business on the first business day following the Termination Date to
(a) wire transfer to the account designated on Schedule 2(b)(i) hereto an amount
equal to $14,490,000 less applicable federal and state income and employment tax
withholding ("Applicable Withholding") at the rates set forth in Schedule
2(b)(ii), which amounts to $5,209,155, for a net amount to be wire transferred
of $9,280,845, and (b) to wire transfer to the account designated on Schedule
2(b)(iii) hereto $35,000, which represents the amount referred to in paragraph
2(b)(iii) hereof;
(ii) As soon as practicable following the execution of this
Agreement, Mack- Cali will establish and deposit into the "Rabbi Trust" formed
in connection herewith, substantially in the form attached hereto as Exhibit B,
one or more irrevocable, direct draw
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letters of credit payable to the trustee of the Rabbi Trust in the aggregate
amount of $960,750. The letters of credit will permit an amount equal to
$500,000 less Applicable Withholding at the rates then in effect as calculated
by an accountant mutually acceptable to the Parties (the "Installment Payment")
to be drawn down on each of April 20, 2000, 2001 and 2002 if Mack- Cali has
failed to deposit in the Rabbi Trust a like amount in cash before such date. The
Rabbi Trust will provide that on each of April 20, 2000, 2001 and 2002, the
trustee shall pay the amount of the Installment Payment to Rizk (and Rizk shall
be provided with a statement setting forth the gross proceeds and amounts of
Applicable Withholding), unless Mack-Cali has given the trustee notice that Rizk
has materially breached this Agreement, in which case no amount shall be paid.
Upon the determination of such material breach or the lapse of time, as provided
in accordance with the Rabbi Trust, the Rabbi Trust and the letter of credit
will terminate and no further amounts will be paid to Rizk from the Rabbi Trust,
all as provided in the Rabbi Trust. Upon final payment of the last Installment
Payment, the Rabbi Trust and the letters of credit will terminate. Mack-Cali has
the right at any time to substitute a like amount of cash for a letter of
credit. Upon payment of amounts to Rizk, the letters of credit shall be reduced
by the amount of the payment. Rizk shall select an individual or institution to
serve as trustee, subject to the approval of Mack-Cali, which approval will not
be unreasonably withheld. If the Parties cannot agree on a trustee, the trustee
shall be Chase Manhattan Bank. Mack-Cali covenants and agrees to keep the
letters of credit, as the same may be reduced from time to time, in place until
the termination of the Rabbi Trust. Mack-Cali agrees to make such changes to the
form of Rabbi Trust affecting the rights, powers, liabilities or obligations of
the trustee as are reasonably requested by the trustee.
(iii) An amount equal to $35,000 for legal fees incurred by Rizk in
connection with the negotiation, review and execution of this Agreement shall be
wire transferred to SBSF in accordance with instructions set forth in Schedule
2(b)(iii).
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(c) As soon as practicable following presentation by Rizk of documentation
reasonably acceptable to Mack-Cali, Mack-Cali will pay to Rizk an amount equal
to reasonable, unreimbursed expenses incurred by Rizk in providing services to
Mack-Cali pursuant to the Employment Agreement, in accordance with the normal
policies of Mack-Cali for expense reimbursement;
(d) Rizk agrees that he will return the BMW automobile currently provided
to him by Mack-Cali promptly following the Termination Date; and
(e) Mack-Cali will provide Rizk with his final payroll check through the
Termination Date.
3. From the Termination Date until the earlier of (i) the fifth
anniversary of the Termination Date or (ii) the date on which Rizk obtains
subsequent employment providing medical benefits, Mack-Cali shall continue
Rizk's and his eligible dependants' participation in the Mack-Cali medical and
dental plan in which senior executives of Mack-Cali participate on the same
terms senior executives participate. Rizk acknowledges that the provision of
medical and dental benefits under this Section 3 shall be in satisfaction of
Rizk's right to elect continuation coverage under Section 4980B of the Internal
Revenue Code of 1986, as amended, and Sections 601-608 of the Employee
Retirement Income Security Act of 1974, as amended (collectively, "COBRA"), in
respect of the period following the Termination Date.
4. The Parties agree that (i) on the first business day following the
Termination Date, Rizk will issue a request to convert the 141,383 limited
partnership units in Mack-Cali Realty, L.P. he owns ("OP Units"), and Mack-Cali
shall so convert the OP Units, into common stock of Mack-Cali Realty Corporation
("Common Stock") and (ii) as directed by Mack-Cali, through a broker selected by
Mack-Cali and reasonably acceptable to Rizk (the parties agreeing that J.P.
Morgan and Prudential Securities are acceptable), over the fifteen business days
following the Termination Date (the "Sale Period"), Rizk will offer to sell at a
price not less than $29.25 the
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<PAGE>
151,555 shares of Common Stock held by Rizk, and the 141,383 shares of Common
Stock acquired upon conversion of the OP Units, collectively totaling 292,938
shares (the "Subject Stock"). Rizk agrees that Mack-Cali shall control the
timing and volume of each sale transaction; the Parties agree that Mack-Cali
will direct the broker engaged to sell the Subject Stock to sell all of the
Subject Stock at such times and in such amounts during the Sale Period so as to
maximize the sale price. The Parties further agree that if at any time during
the Sale Period the closing per share bid price of the Common Stock is below
$29.25, Mack-Cali has the right prior to the opening of the stock market on the
next business day (with telephonic notice to Rizk) to purchase some or all of
the remaining unsold balance of the Subject Stock and Rizk has the obligation to
sell to Mack-Cali at $29.25, each remaining share of Subject Stock that has not
been sold in the market as described above. The closing of such purchase by
Mack-Cali will take place on the third business day after Mack-Cali gives Rizk
telephonic notice that it has so exercised its right to purchase at the offices
of Battle Fowler LLP, 75 East 55th Street, New York, New York at 10:00 am. At
the closing, Rizk will DWAC the number of shares of Subject Stock being
purchased by Mack-Cali, free and clear of any liens or encumbrances, as directed
by Mack-Cali. Upon receipt thereof, Mack-Cali will deliver to Rizk a certified
check (or wire transfer to the account set forth in Schedule 2(b)(i) hereto) an
amount equal to $29.25 multiplied by the number of shares purchased by
Mack-Cali. At the end of the Sale Period, any remaining unsold shares of Subject
Stock will be purchased by Mack-Cali or its designee at the greater of (i) the
closing price of such stock on the last day of the Sale Period or (ii) 29.25
(the "Per Share Purchase Price"). Within two (2) business days of the end of the
Sale Period, Mack-Cali will deliver to Rizk in respect of such remaining shares
purchased a certified check (or wire transfer to the account set forth in
Schedule 2(b)(i)) in an amount equal to the Per Share Purchase Price multiplied
by the number of shares of Subject Stock purchased by Mack-Cali.
5
<PAGE>
5. Rizk further represents that, pursuant to Section 12 of the Employment
Agreement, he has or will promptly return unconditionally all writings, records,
documents, files and copies of thereof and other property of any kind belonging
to Mack-Cali.
6. Rizk agrees to release and forever discharge Mack-Cali, its
subsidiaries and affiliates (including all of their past or present Advisory
Board members), directors, officers, employees in their capacity as employees,
agents, successors, and assigns (collectively referred to as the "Mack-Cali
Releasees") from any and all obligations, liabilities, damages, debts, costs,
claims, complaints, charges, actions, or causes of action in law or equity
(collectively, "Claims") that Rizk or his heirs, administrators, successors, or
assigns had, have, may have or may ever have against any Mack-Cali Releasee,
whether accrued, absolute, contingent, liquidated, unliquidated or otherwise,
and whether known or unknown on the date hereof, and which arise, have arisen or
may have arisen out of any action, inaction, statement, transaction or state of
facts existing prior to the date of execution of this Agreement, including, but
not limited to, Claims in any way related to Rizk's employment with Mack-Cali or
the termination of that employment, whether or not arising under the Employment
Agreement, and Claims based on federal, state, or local law, statute, regulation
or the common law, including, but not limited to, Claims in any way related to
the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of
1964, Civil Rights Act of 1988, Equal Pay Act, Fair Labor Standards Act,
Employee Retirement Income Security Act of 1974, or any Claims of breach of
contract, wrongful discharge, breach of fiduciary duty or tort of any kind
whatsoever, PROVIDED, that Rizk does not release any obligation pursuant to this
Agreement, Section 15(a) of the Employment Agreement or the Indemnification
Agreement.
7. Mack-Cali agrees to release and forever discharge Rizk, his family,
estate and affiliates or their successors or assigns (the "Rizk Releasees") from
any and all Claims that Mack-Cali had, has, may have or may ever have against
any Rizk Releasee, whether accrued,
6
<PAGE>
absolute, contingent, liquidated, unliquidated or otherwise, and whether known
or unknown on the date hereof, and which arise, have arisen or may have arisen
out of any action, inaction, statement, transaction or state of facts existing
prior to the date of execution of this Agreement, including, but not limited to,
Claims in any way related to Rizk's employment with Mack-Cali, whether or not
arising under the Employment Agreement, PROVIDED, that Mack-Cali does not
release any obligation pursuant to this Agreement, Paragraphs 11, 14 (but only
as it relates to Paragraphs 11 and 12) or 15(a) of the Employment Agreement and
the Indemnification Agreement.
8. The Parties acknowledge that Mack-Cali would suffer irreparable harm by
a material breach by Rizk of the covenants or agreements contained herein
(collectively, the "Covenants"). Rizk agrees that in the event he materially
breaches the Covenants, Mack-Cali may notify the trustee of the Rabbi Trust to
cease all further payment of amounts and benefits due thereunder. The Parties
further agree that nothing herein shall preclude Mack-Cali or Rizk from bringing
a claim for damages against the other should the other Party breach this
Agreement.
9. Rizk agrees that for a period of three (3) years following the
Termination Date he will not make any statements to any media, industry
analysts, shareholders, professional or industry groups (including NAREIT), or
publicly to any other person or entity, which are in any way disparaging (as
defined below) of the business, reputation, competence, fairness or character of
Mack-Cali (or any of its affiliates or Advisory Board members) or any officer,
director, Advisory Board member or shareholder of Mack-Cali (or any of their
affiliates), except if testifying truthfully under oath pursuant to any lawful
court order or subpoena or otherwise responding to or providing disclosures
required by law or required in a legal action. A disparaging statement or the
meaning of disparaging is any comment, oral or written, which would, if
publicized, cause a reasonable person humiliation or substantial embarrassment
or
7
<PAGE>
cause a reasonable recipient to question the business condition, integrity,
competence or good character of any of these persons or entities. For purposes
of this Section 9, "publicly" means to persons other than Rizk's immediate
family and his advisors.
10. Mack-Cali agrees that for a period of three (3) years following the
Termination Date it will not make any statements to any media, industry
analysts, shareholders, professional or industry groups (including NAREIT), or
publicly to any other person or entity which are in any way disparaging (as
defined below) of the business, reputation, competence, fairness or character of
Rizk, except if testifying truthfully under oath pursuant to any lawful court
order or subpoena or otherwise responding to or providing disclosures required
by law or required in a legal action. A disparaging statement or the meaning of
disparaging is any comment, oral or written, which would, if publicized, cause a
reasonable person humiliation or substantial embarrassment or cause a reasonable
recipient to question the business condition, integrity, competence or good
character of Rizk. A statement will not be deemed to have been made by Mack-Cali
unless it is made by or caused to be made by a member of the Board of Directors,
the Advisory Board, or any officer of Mack-Cali of the rank Executive Vice
President or above (collectively, "Mack-Cali Management"). The Parties
specifically agree that statements made by members of Mack-Cali Management shall
not violate this provision if made only to other Mack-Cali Management and such
statements are not intended for public dissemination. For purposes of this
Section 10, "publicly" means to persons outside of Mack-Cali Management.
11. Rizk shall not, for a period of twelve (12) months after the
Termination Date, directly or indirectly, solicit, hire, engage or retain (or
attempt to solicit, hire, engage or retain) for Rizk's own benefit, or for the
benefit of any other person or entity in which Rizk has a substantial interest
or is employed or self-employed, any officers in the employment of Mack- Cali or
its affiliates as of the Termination Date, unless such officers are
involuntarily discharged by Mack-Cali.
8
<PAGE>
12. The Parties have mutually agreed to the form of the press release
attached as Schedule 12 hereto announcing Rizk's resignation, and all future
public statements will be consistent with that press release. The timing of the
announcement will be in the control of Mack-Cali, but shall not be before Rizk
receives an irrevocable letter from Mack-Cali that instructs Summit Bank at the
opening of business on the first business day following the Termination Date to
make the payments contemplated by Section 2(b)(i) and (iii) and the Parties will
keep the existence and terms of this Agreement confidential until the press
release is issued. The Parties further agree that for a period of six (6) months
following the Termination Date, all telephone calls of a personal nature for
Rizk will be answered by a secretary who will either give Rizk's number to the
caller or take a message, as Rizk shall instruct.
13. Mack-Cali confirms and agrees that the Indemnification Agreement shall
apply to any suits, proceedings, or derivative actions, brought against Rizk
which concern or arise as a result of this Agreement or the payments and
benefits provided to Rizk hereunder, other than any suit, proceeding or action
brought by a family member of Rizk. The intent and purpose of this paragraph is
that, as provided in the foregoing sentence, Rizk shall not suffer any loss in
connection with such Claims; hence Mack-Cali shall pay any damage or claim and
directly pay any amount Rizk is required to pay in connection with such Claims.
The provisions of this Section 13, Paragraph 15(a) of the Employment
Agreement and the Indemnification Agreement are expressly subject to the
following: Rizk shall give notice to Mack-Cali with reasonable promptness upon
becoming aware of any Claims or other facts upon which a claim for
indemnification will be based (provided, however, no delay by Rizk in exercising
any of his rights or remedies under this Agreement shall operate as a waiver of
any such right, power or privilege, except to the extent such delay materially
prejudices Mack-Cali's ability to successfully defend the matter giving rise to
any indemnification Claims); the notice shall set forth such information with
respect thereto as is then reasonably available to Rizk.
9
<PAGE>
Mack-Cali shall have the right to undertake the defense of any such Claims
asserted by a third party, and Rizk shall cooperate at Mack-Cali's reasonable
expense in such defense and make available all records and materials reasonably
requested by Mack-Cali in connection therewith. In any event, Rizk shall be
entitled to participate in such defense, but shall not be entitled to
indemnification with respect to the costs and expenses of such defense if
Mack-Cali shall have diligently assumed the defense of any Claims; PROVIDED,
that, if in the opinion of counsel to Rizk, the use of the same counsel to
represent Mack-Cali and Rizk would present a conflict of interest, Rizk may
employ his own counsel at Mack-Cali's expense. Rizk's selection of counsel shall
be subject to approval of Mack-Cali, which approval shall not be unreasonably
withheld. Mack- Cali shall not object to the selection of Swidler Berlin Shereff
Friedman, LLP. In the event Mack-Cali decides not to or does not promptly
undertake the defense of any such Claims, Rizk shall be entitled to
indemnification with respect to all reasonable costs and expenses of such
defense (including reasonable attorneys' fees, costs and expenses) and Mack-Cali
will advance such fees, costs and expenses in accordance with the
Indemnification Agreement. Any Claims to which Mack-Cali has undertaken to
defend under this Section 13 shall not, without the written consent of Rizk, be
settled or compromised nor shall any consent to entry of money judgment be
agreed to; PROVIDED, HOWEVER, and notwithstanding anything to the contrary
contained in this Agreement, Mack-Cali may settle any Claims without the consent
of Rizk, but only if such settlement (i) requires only the payment of monetary
damages that are paid in full by Mack-Cali, and (ii) includes as an
unconditional term thereof, the release by the claimant or the plaintiff of Rizk
from all liability arising from the events which allegedly gave rise to such
Claims. Mack- Cali shall not be liable for any Claims settled by Rizk without
its written consent
14. Rizk acknowledges and agrees that he freely and voluntarily entered
into this Agreement, that he has consulted with an attorney before signing this
Agreement, that he had an opportunity to review this Agreement with an attorney
of choice, and has had sufficient time to
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do so. Rizk further acknowledges and agrees that he fully understands the terms
of this Agreement and this Agreement is in full satisfaction of Mack-Cali's
obligations pursuant to the Employment Agreement.
15. Rizk represents and agrees that he has not filed any complaints or
charges or lawsuits against any Mack-Cali Releasee with any governmental or
quasi-governmental agency or authority or any court and that Rizk will not do so
in the future other than to enforce the terms of this Agreement, Section 15(a)
of the Employment Agreement or the Indemnification Agreement. Mack-Cali
represents and agrees that it has not filed any complaints or charges or
lawsuits against Rizk with any governmental or quasi-governmental agency or
authority or any court and that it will not do so in the future other than to
enforce the terms of this Agreement, Section 11 or 14 of the Employment
Agreement or the Indemnification Agreement.
16. Mack-Cali shall have the right to deduct and withhold from all
payments hereunder all Applicable Withholding. The withholding rates for the
Termination Payment are set forth on Schedule 2(b)(ii).
17. All notices or other communications required or permitted hereunder
shall be made in writing and shall be deemed to have been duly given if
delivered by hand or delivered by a recognized delivery service or mailed,
postage prepaid, by express, certified or registered mail, return receipt
requested, and addressed to the Company, Attention: General Counsel, at the
address set forth above or to Rizk, c/o Swidler Berlin Shereff Friedman, LLP,
919 Third Avenue, New York, New York 10020, Attn: Andrew J. Levander, or to such
other address as is provided to the other Party in writing.
18. The Parties acknowledge and agree that this Agreement and the
provisions of the Employment Agreement incorporated herein and the
Indemnification Agreement constitute the complete agreement between them and
that no oral modification of this Agreement is permissible. The Parties further
acknowledge and agree that this Agreement, provisions of the
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<PAGE>
Employment Agreement and the Indemnification Agreement incorporated herein
supercede all previous contracts and agreements between the Parties and any such
contracts and agreements shall become null and void upon execution of this
Agreement.
19. Nothing in this Agreement is to be understood as an admission by
Mack-Cali or Rizk of any liability on their parts respectively under any
federal, state, or local law or regulation or the common law.
20. This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument. If this Agreement is executed by facsimile, the Parties shall
deliver original signature pages to Battle Fowler LLP, 75 East 55th Street, New
York, New York 10022 on the first business day after the Termination Date.
21. Except for issues or matters as to which federal law is applicable,
this Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New Jersey without giving effect to the conflicts
of law principles thereof. This Agreement is subject to the approval of the
Board of Directors of Mack-Cali, which approval will be sought at a special
meeting to be held on April 18, 1999 and which approval will be evidenced by
delivery to Rizk of the irrevocable letter referred to in Section 2 hereof. If
the funds represented by the wire transfer to Rizk described in Section 2(b)(i)
hereof are not credited to the account of Rizk by the close of business on the
first business day following the Termination Date, this Agreement shall be null
and void AB INITIO.
[Signature Pages follows]
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MACK-CALI REALTY CORPORATION
By: /s/ Mitchell Hersh
----------------------------------
Name: Mitchell Hersh
Title: Chief Executive Officer
/s/ Thomas A. Rizk
--------------------------------------
Thomas A. Rizk
<PAGE>
Exhibit 20.1
M A C K-C A L I R E A L T Y C O R P O R A T I O N
NEWS RELEASE
For Immediate Release
Contact: Barry Lefkowitz Darren Brandt
Executive Vice President Sloane & Co.
and Chief Financial Officer (212) 486-9096
Mack-Cali Realty Corporation
(908) 272-8000
HERSH SUCCEEDS RIZK AS MACK-CALI CEO
Cranford, NJ, April 19, 1999 - John J. Cali, chairman of the board of
directors of Mack-Cali Realty Corporation (NYSE-CLI), today announced that
effective immediately, Mitchell E. Hersh, formerly president and chief
operating officer, has become chief executive officer of the Company. Thomas
A. Rizk has left his positions as chief executive officer and member of the
board of directors to pursue other interests. The Board has unanimously
endorsed Mr. Hersh's appointment as chief executive officer.
William L. Mack, chairman of the executive committee of the board of
directors, said, "On behalf of the Mack family, we remain fully committed to
Mack-Cali and its growth strategy. Having worked with Mitchell for over 25
years, we are convinced he is the right individual to lead this experienced
management team into the future."
Mitchell E. Hersh, chief executive officer, commented, "Tom and I have worked
together as partners in running the Company over the last two years. I am
pleased that the board has given me and our management team their full
support to move the Company forward at a time when the Company is in its best
financial and operational position ever. We anticipate a seamless transition
and look forward to making this a stronger company for our tenants, employees
and shareholders."
Thomas A. Rizk commented, "We decided that it was best for the Company to
have one leader. I have greatly enjoyed my time at Mack-Cali and am pleased
that I leave the Company as one of the preeminent, well-positioned companies
in the real estate industry. Further, I am confident that the team in place
today, under the leadership of Mitchell Hersh, will prosper and build
long-term shareholder value."
John J. Cali commented, "We are grateful to Tom for his
<PAGE>
contributions to the Company's many successes. Tom played a large part in
Cali Associates' decision to go public back in 1994 and along with our senior
management team has grown Mack-Cali into an industry leader. We wish Tom well
in his future endeavors."
In other senior management changes, Timothy Jones, formerly executive vice
president and chief investment officer, will assume the position of
president. Brant Cali, executive vice president, will also assume the
position of chief operating officer. All other Mack-Cali senior managers will
remain in their current positions.
Pursuant to the terms of Mr. Rizk's 1997 employment agreement, he will
receive $14.5 million immediately and $500,000 annually over the next three
years.
Mack-Cali Realty Corporation is a fully-integrated, self-administered,
self-managed real estate investment trust (REIT) providing leasing,
management, acquisition, development, construction and tenant-related services
for its portfolio. Mack-Cali owns or has interests in 253 properties,
primarily office and office/flex buildings, totaling approximately 28 million
square feet, located in 12 states and the District of Columbia. The
properties, which are primarily located in the Northeast, enable the Company
to provide a full complement of real estate opportunities to its diverse base
of over 2,400 tenants.
Additional information on Mack-Cali Realty Corporation is available on the
Company's Web site at www.mack-cali.com.
Certain information discussed in this press release may constitute
forward-looking statements within the meaning of the Federal Securities Law.
Although the Company believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, it can give
no assurance that its expectations will be achieved. Forward-looking
information is subject to certain risks, trends and uncertainties that could
cause actual results to differ materially from those projected. Among those
risks, trends and uncertainties are the general economic climate; the supply
of and demand for office, office/flex and industrial/warehouse properties;
interest rate levels; the availability of financing; and other risks that the
development may not be completed on schedule, that the tenants will not take
occupancy or pay rent, or that development or operating costs may be greater
than anticipated. For further information on factors which could impact the
Company and the statements contained herein, reference should be made to the
Company's filings with the Securities and Exchange Commission including
quarterly reports on Form 10-Q, reports on Form 8-K, and annual reports on
Form 10-K.
