Filed pursuant to Rule
424(b)(3) of the Securities
Act of 1933
PROSPECTUS
93,458 Shares
CALI REALTY CORPORATION
Common Stock
All of the 93,458 shares of common stock, $0.01 par value per share
(the "Common Stock"), of Cali Realty Corporation (together with its
subsidiaries, the "Company") offered hereby are offered for the account of the
shareholder named herein (the "Selling Shareholder"). See "Selling Shareholder."
The Company will not receive any proceeds from the sale of such Common Stock by
the Selling Shareholder. The 93,458 shares of Common Stock offered hereby are
referred to herein as the "Selling Shareholder Shares."
Shares of Common Stock may be sold from time to time by the Selling
Shareholder, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the New York Stock Exchange (the "NYSE") or
other exchanges on which the Common Stock is then traded, in the
over-the-counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The Selling Shareholder Shares may be sold in one or more of the
following transactions: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the Selling Shareholder Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by the
broker or dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of the exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
In effecting sales, brokers or dealers engaged by the Selling Shareholder may
arrange for the other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from the Selling Shareholder in amounts to be
negotiated immediately prior to the sale. These brokers or dealers and any other
participating brokers or dealers, as well as certain pledgees, donees,
transferees and other successors in interest, may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), in connection with the sales. In addition, any securities covered by this
Prospectus that qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus.
The aggregate proceeds to the Selling Shareholder from the sale of the
Selling Shareholder Shares will be the purchase price of the Selling Shareholder
Shares sold less the aggregate agents' commissions and underwriters' discounts,
if any. By agreement, the Company will pay substantially all of the expenses
incident to the registration of the Selling Shareholder Shares, except for
selling commissions associated with the sale of the Selling Shareholder Shares,
all of which will be paid by the Selling Shareholder.
The Common Stock is listed on the NYSE under the symbol "CLI." The
closing price of the Common Stock as reported on the NYSE on August 5, 1996, was
$23.75 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES OR COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
The date of this Prospectus is August 13, 1996.
<PAGE>
No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus in connection with the offer made by this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company or the Selling Shareholder. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy the securities offered hereby in any jurisdiction in which such offer or
solicitation is not authorized, or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that any
information contained therein is correct as of any time subsequent to the date
hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The Registration
Statement, the exhibits and schedules forming a part thereof and the reports,
proxy statements and other information filed by the Company with the Commission
in accordance with the Exchange Act can be inspected and copied at the
Commission's public reference section, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the following regional offices of the Commission:
Seven World Trade Center, 13th Floor, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can also be obtained at prescribed rates by
writing to the public reference section of the Commission, 450 Fifth Street, N
W., Washington, D.C. 20549. The Commission maintains a Web Site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of the
Commission's Web site is: http://www.sec.gov. In addition, the Company's Common
Stock is listed on the NYSE and similar information concerning the Company can
be inspected and copied at the offices of the NYSE, 20 Broad Street, New York,
New York 10005.
The Company has filed with the Commission a registration statement (the
"Registration Statement") (of which this Prospectus is a part) under the
Securities Act with respect to the securities offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. Statements contained in this Prospectus as to the
contents of any contract or other document are not necessarily complete, and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference and the exhibits and schedules
thereto. For further information regarding the Company and the securities
offered hereby, reference is hereby made to the Registration Statement and such
exhibits and schedules which may be obtained from the Commission at its
principal office in Washington, D.C. upon payment of the fees prescribed by the
Commission.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference:
a. The Company's Annual Report on Form 10-K (File No. 1-13274) for the
fiscal year ended December 31, 1995;
b. The Company's Proxy Statement relating to the Annual Meeting of
Shareholders held on May 13, 1996;
c. The Company's Quarterly Report on Form 10-Q (File No. 1-13274) for
the fiscal quarter ended June 30, 1996;
d. The Company's Current Report on Form 8-K, dated July 16, 1996 (File
No. 1-13274); and
e. The description of the Common Stock and the description of certain
provisions of Maryland Law and of the Company's Articles of
Incorporation and Bylaws, both contained in the Company's Registration
Statement on Form 8-A, dated August 9, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing such
documents (provided, however, that the information referred to in Item 402(a)(8)
of Regulation S-K of the Commission shall not be deemed specifically
incorporated by reference herein).
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein (or in the applicable Prospectus Supplement) or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner of the securities
offered hereby to whom this Prospectus is delivered, upon written or oral
request. Requests should be made to Barry Lefkowitz, Vice President-Leasing and
Chief Financial Officer of the Company, 11 Commerce Drive, Cranford, New Jersey
07016-3501 (telephone number: (908) 272-8000).
THE COMPANY
Cali Realty Corporation (together with its subsidiaries, the "Company")
is a fully-integrated real estate investment trust ("REIT") that owns and
operates a portfolio comprised predominantly of Class A office and office/flex
buildings located primarily in New Jersey, as well as commercial real estate
leasing, management, acquisition, development and construction businesses. As of
June 30, 1996, the Company owned 100 percent of 42 properties encompassing
approximately 4.2 million square feet and a 327 unit multifamily residential
property (collectively, the "Properties"). The 42 properties are comprised of 29
office buildings containing an aggregate of 3.7 million square feet (the "Office
<PAGE>
Properties") and 13 office/flex buildings containing an aggregate of
approximately 500,000 square feet (the "Office/Flex Properties"). The Company
believes that its Properties have excellent locations and access and are
well-maintained and professionally managed. As a result, the Company believes
that its Properties attract high quality tenants and achieve among the highest
rents, occupancy and tenant retention rates within their markets. As of June 30,
1996, the Office Properties and Office/Flex Properties were approximately 97.0
percent leased to over 430 tenants.
The Company's strategy has been to focus its development and ownership
of properties in sub-markets where it is, or can become, a significant and
preferred owner and operator. The Company will continue this strategy by
expanding, primarily through acquisitions, initially into sub-markets where it
has, or can achieve, similar status. Management believes that the recent trend
towards increasing rental and occupancy rates in office buildings in the
Company's sub-markets presents significant opportunities for growth. The Company
may also develop properties in such sub-markets. Management believes that its ex
tensive market knowledge provides the Company with a significant competitive
advantage which is further enhanced by its strong reputation for and emphasis on
delivering highly responsive management services, including direct and continued
access to the Company's senior management.
Cali Associates was founded by John J. Cali, Angelo R. Cali and Edward
Leshowitz (the "Founders") who have been involved in the development, leasing,
management, operation and disposition of commercial and residential properties
in Northern and Central New Jersey for over 40 years and have been primarily
focusing on office building development for the past fifteen years. In addition
to the Founders, the Company's executive officers have been employed by the
Company and its predecessor for an average of approximately 10 years. The
Company and its predecessor have built approximately four million square feet of
office space, more than one million square feet of industrial facilities and
over 5,500 residential units.
The Company has elected to be taxed as a REIT for federal income tax
purposes and expects to continue to elect such status. Although the Company
believes that it was organized and has been operating in conformity with the
requirements for qualification under the Internal Revenue Code of 1986, as
amended (the "Code"), no assurance can be given that the Company will continue
to qualify as a REIT. Qualification as a REIT involves the application of highly
technical and complex Code provisions of which there are only limited judicial
or administrative interpretations. If in any taxable year the Company were to
fail to qualify as a REIT, the Company would not be allowed a deduction for
distributions to stockholders in computing taxable income and would be subject
to federal taxation at regular corporate rates. As a result, such a failure
would adversely affect the Company's ability to make distributions to its
stockholders and could have an adverse affect on the market value and
marketability of the Common Stock.
To ensure that the Company qualifies as a REIT, the transfer of shares
of Common Stock and Preferred Stock (as defined below) is subject to certain
restrictions, and ownership of capital stock by any single person is limited to
9.8 percent of the value of such capital stock, subject to certain exceptions.
The Company's Articles of Incorporation provide that any purported transfer in
violation of the above-described ownership limitations shall be void ab initio.
The shares of Common Stock of the Company are listed on the NYSE under
the symbol "CLI." The Company has paid regular quarterly distributions on its
Common Stock since it commenced operations as a REIT in 1994. The Company
intends to continue making regular quarterly distributions to its Common
<PAGE>
Stockholders. Distributions depend upon a variety of factors, and there can be
no assurance that distributions will be made.
All of the Company's interests in the Properties are held by, and its
operations are conducted through, Cali Realty, L.P., a Delaware limited
partnership (the "Operating Partnership"), or by entities controlled by the
Operating Partnership. As of June 30, 1996, the Company was the beneficial owner
of approximately 85 percent of the Operating Partnership and is its sole general
partner. As used herein, the term "Units" refers to limited partnership
interests in the Operating Partnership.
The Company was incorporated under the laws of Maryland on May 24,
1994, its executive offices are located at 11 Commerce Drive, Cranford, New
Jersey 07016, and its telephone number is (908) 272-8000.
USE OF PROCEEDS
The shares of Common Stock offered hereby are being registered for the
account of the Selling Shareholders and, accordingly, the Company will not
receive any proceeds from the sale of the Selling Shareholder Shares by the
Selling Shareholders.
SELLING SHAREHOLDER
The Selling Shareholder is M.B.M. Associates. None of the Selling
Shareholder Shares are presently issued and outstanding. All of the Selling
Shareholder Shares are issuable upon the redemption of Units. The Selling
Shareholder received its Units redeemable for the Selling Shareholder Shares in
March 1995, in connection with an acquisition by the Company from the Selling
Shareholder of an office building located in Bergen County, New Jersey. The
Selling Shareholder was granted 93,458 Units redeemable for 93,458 shares of
Common Stock of the Company. The Selling Shareholder will receive all of the net
proceeds from the sale of its Selling Shareholder Shares offered hereby. Because
the Selling Shareholder may sell all or part of their Selling Shareholder Shares
pursuant to this Prospectus, and this offering is not being underwritten on a
firm commitment basis, no estimate can be given as to the number and percentage
of shares of Common Stock that will be held by the Selling Shareholder upon
termination of the offering covered by this Prospectus.
PLAN OF DISTRIBUTION
The Selling Shareholder Shares may be sold from time to time by the
Selling Shareholder, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the NYSE or other exchanges on which the
Common Stock is traded, in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Selling Shareholder Shares may be sold
in one or more of the following transactions: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the Selling Shareholder Shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by the broker or dealer for its account pursuant to this Prospectus; (c)
an exchange distribution in accordance with the rules of the exchange; and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Shareholder may arrange for other brokers or dealers to participate. Any broker
or dealer to be utilized by the Selling Shareholder will be selected by such
Selling Shareholder. Brokers or dealers will receive commissions or discounts
<PAGE>
from the Selling Shareholder in amounts to be negotiated immediately prior to
the sale. These brokers or dealers and any other participating brokers or
dealers, as well as certain pledgees, donees, transferees and other successors
in interest, may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act in connection with the sales. In addition, any
securities covered by this Prospectus that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
Upon the Company being notified by the Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Selling Shareholder Shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplemental prospectus will be filed, if required, pursuant to Rule 424(c)
under the Securities Act, disclosing: (i) the name of each such Selling
Shareholder and of the participating broker-dealer(s), (ii) the number of
Selling Shareholder Shares involved, (iii) the price at which such Selling
Shareholder Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.
The Selling Shareholder reserves the sole right to accept and, together
with any agent of the Selling Shareholder, to reject in whole or in part any
proposed purchase of the Selling Shareholder Shares. The Selling Shareholder
will pay any sales commissions or other seller's compensation applicable to such
transactions.
To the extent required, the amount of the Selling Shareholder Shares to
be sold, purchase prices, public offering prices, the names of any agents,
dealers or underwriters, and any applicable commissions or discounts with
respect to a particular offer will be set forth by the Company in a prospectus
supplement accompanying this Prospectus or, if appropriate, a post-effective
amendment to the Registration Statement. The Selling Shareholder and agents who
execute orders on its behalf may be deemed to be underwriters as that term is
defined in Section 2(11) of the Securities Act and a portion of any proceeds of
sales and discounts, commissions or other seller's compensation may be deemed to
be underwriting compensation for purposes of the Securities Act.
Offers and sales of shares of the Common Stock have not been registered
or qualified under the laws of any country, other than the United States. To
comply with certain states' securities laws, if applicable, the Selling
Shareholder Shares will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Selling Shareholder Shares may not be offered or sold unless they have been
registered or qualified for sale in such states or an exemption from
registration or qualification is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of shares of the Common Stock may not
simultaneously engage in market-making activities with respect to such shares of
Common Stock for a period of two to nine business days prior to the commencement
of such distribution. In addition to and without limiting the foregoing, the
Selling Shareholder and any other person participating in a distribution will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation, Rules 10b-2, 10b-6 and
10b-7, which provisions may limit the timing of purchases and sales of any of
the shares of Common Stock by the Selling Shareholder or any such other person.
<PAGE>
All of the foregoing may affect the marketability of the Common Stock and the
brokers' and dealers' ability to engage in market-making activities with respect
to the Common Stock.
The Company will pay substantially all of the expenses incident to the
registration of the shares of Common Stock offered hereby, estimated to be
approximately $25,000.
DESCRIPTION OF SECURITIES TO BE REGISTERED
General
The authorized capital stock of the Company consists of 95,000,000
shares of Common Stock, par value $0.01 per share, and 5,000,000 shares of
preferred stock, par value $0.01 per share (the "Preferred Stock"). At August 8,
1996, 15,206,361 shares of Common Stock were issued and outstanding; no shares
of Preferred Stock are outstanding as of the date hereof.
Each outstanding share of Common Stock will entitle the holder to one
vote on all matters presented to shareholders for a vote, subject to the
provisions of the Company's Articles of Incorporation regarding the ownership of
shares of Common Stock in excess of the Ownership Limit described below. Holders
of shares of Common Stock will have no preemptive rights or cumulative voting
rights. All shares of Common Stock to be outstanding following this offering
will be duly authorized, fully paid, and nonassessable. Distributions may be
paid to the holders of shares of Common Stock if and when declared by the Board
of Directors of the Company out of funds legally available therefor. The Company
has paid regular and uninterrupted quarterly dividends from the third quarter of
1994.
Under Maryland law, shareholders are generally not liable for the
Company's debts or obligations. If the Company is liquidated, subject to the
right of any holders of Preferred Stock to receive preferential distribution,
each outstanding share of Common Stock will be entitled to participate pro rata
in the assets remaining after payment of, or adequate provision for, all known
debts and liabilities of the Company, including debts and liabilities arising
out of its status of general partner of the Operating Partnership.
With certain exceptions, the Company's Articles of Incorporation
provide that no person may own, or be deemed to own by virtue of the attribution
rules of the Code, more than 9.8 percent of the value of the Company's issued
and outstanding shares of capital stock. See "-- Restrictions on Transfer"
below.
The registrar and transfer agent for the Company's Common Stock is
Chemical Mellon Shareholder Services, LLC.
Under the Company's Articles of Incorporation, shares of Preferred
Stock may be issued from time to time, in one or more series, as authorized by
the Board of Directors. Prior to the issuance of shares of each series, the
Board of Directors is required by the Maryland General Corporation Law (the
"MGCL") and the Company's Articles of Incorporation to adopt resolutions and
file Articles Supplementary with the State Department of Assessments and
Taxation of Maryland, fixing for each such series the designations, powers,
preferences and rights of the shares of such series and the qualifications,
limitations or restrictions thereon, including, but not limited to, dividend
rights, dividend rate or rates, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions), the redemption price or
prices, and the liquidation preferences as are permitted by Maryland law.
<PAGE>
Because the Board of Directors has the power to establish the terms and
conditions of each series of Preferred Stock, it may afford the holders of any
series of Preferred Stock power, preferences and rights, voting or otherwise,
senior to the rights of holders of shares of Common Stock. The issuance of
Preferred Stock could have the effect of delaying or preventing a change in
control of the Company.
Redemption Rights
Beginning on the first anniversary of the Company's initial public
offering of shares of its Common Stock which closed in August 1994 (the "IPO"),
persons who received Units in the Operating Partnership in exchange for certain
formation partnership interests at the time of the IPO (such persons hereinafter
being referred to as members of the "Cali Group"), received rights which enable
them to require the Operating Partnership to redeem part or all of their Units
for cash (based upon the fair market value of an equivalent number of shares of
Common Stock at the time of such redemption) or, at the election of the Company,
shares of Common Stock (on a one-for-one basis). The obligation to redeem the
Cali Group's Units may be assumed by the Company in exchange for, at the
Company's election, either cash or shares of Common Stock, provided that the
Company may not pay for such redemption with shares of Common Stock to the
extent that it would result in a member of the Cali Group beneficially or
constructively owning shares of Common Stock in excess of the Ownership Limit.
See "-- Restrictions on Transfer" below.
Restrictions On Transfer
Ownership Limits. The Company's Articles of Incorporation contain
certain restrictions on the number of shares of capital stock that individual
shareholders may own, directly or beneficially. For the Company to qualify as a
REIT under the Code, no more than 50 percent of the value of its outstanding
shares of capital stock may be owned, directly or indirectly, by five or fewer
individuals (as defined in the Code to include certain entities) during the last
half of a taxable year (other than the first year) or during a proportionate
part of a shorter taxable year. The capital stock must also be beneficially
owned by 100 or more persons during at least 335 days of a taxable year or
during a proportionate part of a shorter taxable year. Because the Company
expects to continue to qualify as a REIT, the Articles of Incorporation of the
Company contain restrictions on the direct and beneficial acquisition of capital
stock intended to ensure compliance with these requirements.
The Company's Articles of Incorporation, subject to certain exceptions,
provide that no holder may own, or be deemed to own by virtue of the attribution
provisions of the Code, more than 9.8 percent (the "Ownership Limit") of the
value of the issued and outstanding shares of capital stock. The Board of
Directors may exempt a person from the Ownership Limit if evidence satisfactory
to the Board of Directors or the Company's tax counsel is presented that such
ownership will not then or in the future jeopardize the Company's status as a
REIT. As a condition of such exemption, the intended transferee must give
written notice to the Company of the proposed transfer and must furnish such
opinions of counsel, affidavits, undertakings, agreements and information as may
be required by the Board of Directors no later than the 15th day prior to any
transfer which, if consummated, would result in the intended transferee having
the direct or beneficial ownership of shares in excess of the Ownership Limit.
The foregoing restrictions on transferability and ownership will not apply if
the Board of Directors determines that it is no longer in the best interests of
the Company to continue to qualify as a REIT. Any transfer of securities that
would: (i) create a direct or indirect ownership of shares of stock in excess of
<PAGE>
the Ownership Limit; (ii) result in the shares of stock being owned by fewer
than 100 persons; or (iii) result in the Company being "closely held" within the
meaning of Section 856(h) of the Code shall be null and void, and the transferor
will be deemed not to have transferred the shares.
The Company's Articles of Incorporation exclude from the Ownership
Limit shareholders who exceeded the Ownership Limit immediately following the
IPO.
In addition to the foregoing transfer restrictions, the Company will
have the right, for a period of 90 days during the time any Excess Stock is held
by the Company in trust, to purchase all or any portion of the Excess Stock from
the original transferee-stockholder for the lesser of the price paid for the
shares by the original transferee-stockholder or the market price (as determined
in the manner set forth in the Articles of Incorporation by reference to the
average closing sale price of the shares as reported on the NYSE) of the shares
on the date on which the Company exercises its option to purchase. The 90-day
period begins on the date on which the Company receives written notice of the
transfer or other event resulting in the exchange of shares for Excess Stock.
All certificates representing shares of Common Stock will bear a legend
referring to the restrictions described above.
Every owner of more than 5 percent (or such lower percentage as
required by the Code or regulations thereunder) of the issued and outstanding
shares of capital stock must file a written notice with the Company containing
the information specified in the Articles of Incorporation no later than January
31 of each year. In addition, every shareholder shall upon demand be required to
disclose to the Company in writing such information as the Company may request
in order to determine the effect of such shareholder's direct, indirect and
constructive ownership of such shares on the Company's status as a REIT.
The foregoing ownership limitations may have the effect of precluding
acquisition of control of the Company without the consent of the Board of
Directors.
LEGAL MATTERS
Certain legal matters in connection with this offering, including the
validity of the issuance of the shares of Common Stock offered hereby, will be
passed upon for the Company by Pryor, Cashman, Sherman & Flynn, New York, New
York.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K of the Company for the year ended December 31,
1995 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting. The financial statements incorporated in this
Prospectus by reference to the Current Report on Form 8-K of the Company, dated
June 16, 1996, have been so incorporated in reliance on the report of
Schonbraun, Safris, Sternlieb & Co., L.L.C., independent accountants, given on
the authority of said firm as experts in auditing and accounting.
<PAGE>
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93,458 Shares
CALI REALTY
CORPORATION
Common Stock
-----------------
PROSPECTUS
-----------------
August 13, 1996
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<PAGE>
No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus in connection with the offer made by this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company or the Selling Shareholder. This
Prospectus does not con stitute an offer to sell or a solicitation of an offer
to buy, the securities offered hereby in any jurisdiction in which such offer or
soli citation is not authorized, or to any person to whom it is unlawful to make
such offer or soli citation. Neither the delivery of this Prospec tus nor any
sale made hereunder shall, under any circumstances, create any implication that
any information contained therein is correct as of any time subsequent to the
date hereof.
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TABLE OF CONTENTS
Available Information
Incorporation of Certain Documents by
Reference
The Company
Use of Proceeds
Selling Shareholder
Plan of Distribution
Description of Securities to be
Registered
Legal Matters
Experts
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