<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 1998
REGISTRATION NO. 333- [ ]
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
MACK-CALI REALTY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------
MARYLAND 22-3305147
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
11 COMMERCE DRIVE
CRANFORD, NEW JERSEY 07016
(908) 272-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF PRINCIPAL EXECUTIVE OFFICES)
--------------
THOMAS A. RIZK
CHIEF EXECUTIVE OFFICER
MACK-CALI REALTY CORPORATION
11 COMMERCE DRIVE
CRANFORD, NEW JERSEY 07016
(908) 272-8000
(908) 272-6755 (FACSIMILE)
(NAME AND ADDRESS OF AGENT FOR SERVICE)
--------------
COPIES TO:
JONATHAN A. BERNSTEIN, ESQ.
BLAKE HORNICK, ESQ.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 421-4100
(212) 326-0806 (FACSIMILE)
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as possible after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.[_]
<PAGE>
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
<TABLE>
<CAPTION>
====================================================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of shares to to be aggregate price aggregate registration
be registered registered per share * offering price * fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,316,201 shares $40.00 $92,648,040.00 $28,075.17
($0.01 par value)
====================================================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(c) upon the basis of the high and low
prices per share of the Registrant's Common Stock as reported by the New
York Stock Exchange on January 13, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A) MAY
DETERMINE.
-----------------------------
<PAGE>
PROSPECTUS
- ----------
2,316,201 Shares
MACK-CALI REALTY CORPORATION
Common Stock
--------
All of the 2,316,201 shares of common stock, $0.01 par value per share (the
"Common Stock"), of Mack-Cali Realty Corporation (together with its
subsidiaries, the "Company") offered hereby are offered for the account of the
Stockholders named herein (the "Selling Shareholders"). See "Selling
Shareholders." The Company will not receive any proceeds from the sale of such
Common Stock by the Selling Shareholders. The 2,316,201 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
Shareholders, 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 Shareholders may
arrange for the other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from the Selling Shareholders 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 Shareholders 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 Shareholders.
The Common Stock is listed on the NYSE and the Pacific Exchange under the symbol
"CLI." The closing price of the Common Stock as reported on the NYSE on January
13, 1998, was $40.0625 per share.
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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.
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The date of this Prospectus is January __, 1998.
<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 Shareholders. 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 New York Stock Exchange (the "NYSE") and the Pacific
Exchange, 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,
and the Pacific Exchange, 301 Pine Street, San Francisco, California 94104.
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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company (File No. 1-
13274) under the Exchange Act with the Commission and are incorporated herein by
reference:
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<PAGE>
a. The Company's Annual Report on Form 10-K (File No. 1-13274) for
the fiscal year ended December 31, 1996;
b. The Company's Quarterly Reports on Form 10-Q (File No. 1-13274)
for the fiscal quarters ended March 31, June 30 and September 30,
1997;
c. The Company's Current Reports on Form 8-K and Form 8-K/A (File
No. 1-13274), dated January 31, 1997, September 18, 1997,
September 19, 1997, December 11, 1997 and January 16, 1998;
d. The Company's Proxy Statements relating to the Annual Meeting of
Shareholders held on May 15, 1997 and the Special Meeting of
Shareholders held on December 11, 1997; and
e. The description of the Common Stock and the description of
certain provisions of Maryland Law and 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 the offering of the Offered Securities 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 Offered
Securities, to whom this Prospectus is delivered, upon written or oral request.
Requests should be made to Barry Lefkowitz, Chief Financial Officer of the
Company, 11 Commerce Drive, Cranford, New Jersey 07016-3510 (telephone number:
(908) 272-8000).
THE COMPANY
Mack-Cali Realty Corporation is a fully-integrated real estate
investment trust ("REIT") that owns and operates a portfolio comprised primarily
of Class A office and office/flex buildings, as well as commercial real estate
leasing, management, acquisition, development and construction businesses. As of
January 15, 1998, the Company owned and operated 189 properties, aggregating
approximately 22.0 million square feet (collectively, the "Properties"). The
Properties are comprised of 177 office and office/flex buildings totaling
approximately 21.6 million square feet (the "Office Properties" and "Office/Flex
Properties," respectively), six industrial/warehouse properties containing an
aggregate of approximately 400,000 square feet (the "Industrial/Warehouse
Properties"), two multi-family residential properties, two stand-alone retail
properties and two land leases. The 177 Office and Office/Flex
-3-
<PAGE>
Properties are comprised of 118 office buildings containing an aggregate of 18.6
million square feet (the "Office Properties") and 59 office/flex buildings
containing an aggregate of approximately 3.0 million 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 rental, occupancy and tenant
retention rates within their markets.
On December 11, 1997, the Company, then named Cali Realty Corporation,
and its subsidiary, then named Cali Realty, L.P., completed its previously
announced transaction (the "Mack Transaction") pursuant to an agreement dated as
of September 18, 1997 with the Mack Company and Patriot American Office Group
(collectively, the "Mack Group"), as amended as of December 11, 1997. The
Company acquired 54 office properties, aggregating approximately 9.2 million
square feet (the "Mack Properties") and each of Cali Realty Corporation and Cali
Realty, L.P. changed its name to Mack-Cali Realty Corporation and Mack-Cali
Realty, L.P., respectively. The Mack Properties are located in nine states,
primarily in the Northeast and Southwest.
The Company's strategy has been to focus its development and ownership
of office 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 continues to present significant opportunities for growth.
The Company may also develop properties in such sub-markets, particularly with a
view towards potential utilization of certain vacant land recently acquired or
on which the Company holds options. Management believes that its extensive
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. The Company performs substantially
all construction, leasing, management and tenant improvements on an "in-house"
basis and is self-administered and self-managed. As of December 31, 1997, the
Company had over 300 employees.
Cali Associates, the entity to whose business the Company succeeded in
1994, 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 buildings for the past fifteen years. In addition to the Founders, the
Company's executive officers generally 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.
-4-
<PAGE>
To ensure that the Company qualifies as a REIT, the transfer of shares
of capital stock of the Company, including the Common Stock, 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 the holders of its
Common Stock. 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, Mack-Cali Realty, L.P., a Delaware limited
partnership (the "Operating Partnership"), or by entities controlled by the
Operating Partnership. As of December 31, 1997, the Company was the beneficial
owner of approximately 79.6 percent of the Operating Partnership, without taking
into account contingent, non-participating Common and Preferred Units and
warrants to purchase Common Units issued in the Mack Transaction, 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. The Company has an
internet Web address at "http://www.mack-cali.com."
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 SHAREHOLDERS
All of the Selling Shareholder Shares are issuable upon the redemption
of units of limited partnership interests in the Operating Partnership ("Units")
or upon the exercise of warrants to purchase shares of Common Stock
("Warrants"). As of January 16, 1998, ten of the 15 Selling Shareholders held an
aggregate of 1,401,225 Units and eight held an aggregate of 914,976 Warrants.
The 1,401,225 Units were originally issued in connection with the acquisition by
the Company on January 31, 1997 of certain properties (the "RM Transaction") of
Robert Martin Company, LLC and affiliates ("RM"). An aggregate of 400,000 of the
Warrants (the "RM Warrants") were received by five of the Selling Shareholders
in connection with the RM Transaction and pursuant to the terms of employment
and warrant agreements between the Company and each of such Selling
Shareholders. The other 514,976 Warrants (the "Mack Warrants") were received by
three of the Selling Shareholders in connection with the acquisition by the
Company on December 11, 1997 of certain properties (the "Mack Transaction") of
the Mack Company and Patriot American Office Group and pursuant to the terms of
employment and warrant agreements between the Company and each of such Selling
Shareholders. The Units and Warrants (collectively, the "Derivative Securities")
are redeemable or exercisable for an equal number of shares of Common Stock. See
"Description of Securities - Redemption Rights" below for additional information
regarding the Units.
-5-
<PAGE>
The following table sets forth certain information regarding the
ownership of the Company's Common Stock by the Selling Shareholders as of
January 16, 1998. The Selling Shareholder Shares underlying the Derivative
Securities are referred to in the following table as RM Unit Shares, RM Warrant
Shares and Mack Warrant Shares. As of such date, none of the Selling Shareholder
Shares were issued and outstanding and all of the Selling Shareholders owned
less than one percent of the number of outstanding shares of Common Stock. Each
Selling Shareholder will receive all of the net proceeds from the sale of his or
her respective Selling Shareholder Shares offered hereby. The number of shares
of Common Stock outstanding will not change as a result of the offering, nor
will the number of shares owned or percentage of ownership of any persons other
than the Selling Shareholders change as a result thereof. Because the Selling
Shareholders 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 Stockholders upon
termination of the offering covered by this Prospectus.
-6-
<PAGE>
<TABLE>
<CAPTION>
Name and Position RM RM Mack
with Company Unit Shares Warrant Shares Warrant Shares Total
------------ ----------- -------------- -------------- -----
<S> <C> <C> <C> <C>
Brad W. Berger, Member of
Advisory Board 142,280 170,000 - 312,280
Greg Berger, Vice President -
Operations 28,601 20,000 - 48,601
Martin S. Berger, Member of
Advisory Board 516,322 - - 516,322
James Clabby, Vice President -
Leasing - - 50,000 50,000
Andrew Greenspan, Vice
President - Acquisitions - 20,000 - 20,000
Michael Grossman, Vice
President - Leasing - 20,000 - 20,000
Mitchell E. Hersh, President,
Chief Executive Officer &
Director - - 339,976 339,976
Timothy M. Jones, Executive
Vice President 142,280 170,000 - 312,280
James Mertz, Vice President -
Operations - - 125,000 125,000
Robert F. Weinberg, Director 516,322 - - 516,322
MSB Management, Inc. 5,210 - - 5,210
RFW Management, Inc. 5,210 - - 5,210
RMC Devel. Co., LLC Executive
Compens. Plan AG Trust 15,000 - - 15,000
RMC Devel. Co., LLC Executive
Compens. Plan HR Trust 15,000 - - 15,000
RMC Devel. Co., LLC Executive
Compens. Plan MG Trust 15,000 - - 15,000
------ ------- ------- ------
Total 1,401,225 400,000 514,976 2,316,201
========= ======= ======= =========
</TABLE>
-7-
<PAGE>
Information regarding each Selling Shareholder's current relationship
with the Company or the Company's predecessors and affiliates and such
relationships, if any, within the past three years is set forth below.
Brad W. Berger serves as a member of the Company's Advisory Board.
Following the RM Transaction in January 1997 until the Mack Transaction in
December 1997, Mr. Berger served as Executive Vice President and a member of the
Board of Directors of the Company. Prior to the RM Transaction, Brad Berger
served as RM's President and Chief Executive Officer from 1994 to 1996.
Greg Berger serves as Vice President - Operations of the Company. Prior
to the RM Transaction on January 31, 1997, Mr. Berger was an affiliate of RM.
Martin S. Berger serves as a member of the Company's Advisory Board.
Prior to the RM Transaction on January 31, 1997, Mr. Berger was an affiliate of
RM.
James Clabby serves as Vice President - Leasing of the Company. Prior
to the Mack Transaction on December 11, 1997, Mr. Clabby was an affiliate of The
Mack Company.
Andrew Greenspan serves as Vice President - Acquisitions of the
Company. Prior to the RM Transaction on January 31, 1997, Mr. Greenspan was an
affiliate of RM.
Michael Grossman serves as Vice President - Leasing of the Company.
Prior to the RM Transaction on January 31, 1997, Mr. Grossman was an affiliate
of RM.
Mitchell E. Hersh serves as President, Chief Operating Officer and as a
member of the Board of Directors of the Company. Prior to the Mack Transaction
in December 1997, Mr. Hersh served as a Partner and Chief Operating Officer of
The Mack Company.
Timothy M. Jones serves as Executive Vice President of the Company.
Prior to the RM Transaction in January 1997, Mr. Jones served as Executive Vice
President and Chief Operating Officer of RM.
James Mertz serves as Vice President - Operations of the Company. Prior
to the Mack Transaction on December 11, 1997, Mr. Mertz was an affiliate of The
Mack Company.
Robert F. Weinberg serves as a member of the Board of Directors of the
Company. Prior to the RM Transaction in January 1997, Mr. Weinberg served as
Co-Chairman and General Partner of RM.
PLAN OF DISTRIBUTION
The Selling Shareholder Shares may be sold from time to time by the
Selling Shareholders, 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
Shareholders may arrange for other brokers or dealers to
-8-
<PAGE>
participate. Any broker or dealer to be utilized by the Selling Shareholders
will be selected by such Selling Shareholders. Brokers or dealers will receive
commissions or discounts from the Selling Shareholders 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 Shareholders 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
Shareholders 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 Shareholders reserve the sole right to accept and, together
with any agent of the Selling Shareholders, to reject in whole or in part any
proposed purchase of the Selling Shareholder Shares. The Selling Shareholders
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 Shareholders 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.
The Selling Shareholders and any other person participating in a
distribution will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, which provisions may limit the timing of
purchases and sales of any of the shares of Common Stock by the Selling
Shareholders or any such other person, and 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 $56,000.
-9-
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED
General
The authorized capital stock of the Company consists of 190,000,000
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 December
31, 1997, 49,856,289 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 entitles the holder to one vote
on all matters presented to stockholders 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 have no preemptive rights or cumulative voting rights. All
shares of Common Stock will, when issued, 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.
Under Maryland law, stockholders 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 distributions,
each holder 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
ChaseMellon 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, setting 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.
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.
-10-
<PAGE>
Redemption Rights
Persons who hold Units in the Operating Partnership have 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 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 any person beneficially or constructively owning shares of
Common Stock in excess of the Ownership Limit. See "-- Restrictions on Transfer"
below.
Restrictions On Transfer
Ownership Limits. For the Company to qualify as a REIT under the Code,
no more than 50 percent of the value of its outstanding 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, and
its capital stock must 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.
The Company's Articles of Incorporation provide, subject to certain
exceptions specified therein, that no holder may own, or be deemed to own by
virtue of the attribution rules of the Code, more than 9.8 percent by value (the
"Ownership Limit") of the outstanding capital stock of the Company. 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
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.
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 stockholder 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 stockholder'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.
-11-
<PAGE>
Warrants
400,000 of the shares of Common Stock offered by this Prospectus are
issuable upon the exercise of an equal number of RM Warrants and 514,976 of the
shares of Common Stock offered hereby are issuable upon the exercise of an equal
number of Mack Warrants. The RM Warrants are exercisable at a price of $33.00
per share of Common Stock and expire on January 31, 2007. The Mack Warrants are
exercisable at a price of $38.75 per share of Common Stock and expire on
December 31, 2007.
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,
1996, 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 combined financial statements of the Robert Martin
Group, for the year ended December 31, 1996, included in the Company's Current
Report on Form 8-K/A, dated January 31, 1997 and filed March 28, 1997, have been
so incorporated in reliance on the report of Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such combined financial statements are incorporated herein
by reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing. The statements incorporated in this
Prospectus by reference to the Current Reports on Form 8-K of the Company, dated
September 18, 1997 and January 16, 1998, respectively, have been so incorporated
in reliance on the reports of Schonbraun Safris Sternlieb & Co., L.L.C.,
independent accountants, given on the authority of said firm as experts in
auditing and accounting. The financial statements of The Mack Group incorporated
in this Prospectus by reference to the Company's Proxy Statement, dated November
10, 1997, except as they relate to the unaudited nine-month periods ended
September 30, 1997 and 1996 and except as they relate to Patriot American Office
Group, have been audited by Price Waterhouse LLP, independent accountants, and,
insofar as they relate to Patriot American Office Group, by Ernst & Young LLP,
independent accountants, whose reports thereon are incorporated by reference in
this Prospectus. Such financial statements have been so included in reliance on
the reports of such independent accountants given on the authority of such firms
as experts in auditing and accounting.
-12-
<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 Shareholders. 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.
--------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information.................................................. 2
Incorporation of Certain Documents by Reference........................ 2
The Company............................................................ 3
Use of Proceeds........................................................ 5
Selling Shareholders................................................... 5
Plan of Distribution................................................... 8
Description of Securities to be Registered............................. 10
Legal Matters.......................................................... 12
Experts ............................................................... 12
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2,316,201 Shares
MACK-CALI REALTY
CORPORATION
Common Stock
-----------------
PROSPECTUS
-----------------
January __, 1998
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
Estimated expenses to be paid by the Company in connection with the issuance and
distribution of the securities being registered are as follows:
<TABLE>
<S> <C>
Registration Fee $ 28,075.46
Legal Fees and Expenses 15,000.00
Accounting Fees and Expenses 10,000.00
Miscellaneous 3,000.00
---------
Total $ 56,075.46
=========
</TABLE>
ITEM 15. Indemnification of Directors and Officers.
The Company's officers and directors are indemnified under Maryland law,
the Articles of Incorporation and the Amended and Restated Agreement of Limited
Partnership of the Operating Partnership (the "Partnership Agreement of the
Operating Partnership"), against certain liabilities. The Articles of
Incorporation require the Company to indemnify its directors and officers to the
fullest extent permitted from time to time by the laws of the State of Maryland.
The bylaws contain provisions which implement the indemnification provisions of
the Articles of Incorporation.
The Maryland General Corporation Law ("MGCL") permits a corporation to
indemnify its directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those capacities unless it is established that the act or
omission of the director or officer was material to the matter giving rise to
the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, or the director or officer actually received an improper
personal benefit in money, property or services, or in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful, or the director or officer was adjudged to be liable
to the corporation for the act or omission. No amendment of the Articles of
Incorporation of the Company shall limit or eliminate the right to
indemnification provided with respect to acts or omissions occurring prior to
such amendment or repeal. Maryland law permits the Company to provide
indemnification to an officer to the same extent as a director, although
additional indemnification may be provided if such officer is not also a
director.
The MGCL permits the articles of incorporation of a Maryland corporation to
include a provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, with specified exceptions.
The MGCL does not, however, permit the liability of directors and officers to
the corporation or its stockholders to be limited to the extent that (1) it is
proved that the person actually received an improper benefit or profit in money,
property or services (to the extent such benefit or profit was received) or (2)
a judgment or other final adjudication adverse to such
II-1
<PAGE>
person is entered in a proceeding based on a finding that the person's action,
or failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. The Articles of
Incorporation of the Company contain a provision consistent with the MGCL. No
amendment of the Articles of Incorporation shall limit or eliminate the
limitation of liability with respect to acts or omissions occurring prior to
such amendment or repeal.
The Partnership Agreement of the Operating Partnership also provides for
indemnification of the Company and its officers and directors to the same extent
indemnification is provided to officers and directors of the Company in its
Articles of Incorporation, and limits the liability of the Company and its
officers and directors to the Operating Partnership and its partners to the same
extent liability of officers and directors of the Company to its stockholders is
limited under the Company's Articles of Incorporation.
The Company has entered into indemnification agreements with each of its
directors and officers. The indemnification agreements require, among other
things, that the Company indemnify its directors and officers to the fullest
extent permitted by law, and advance to the directors and officers all related
expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted. The Company also must indemnify and advance
all expenses incurred by directors and officers seeking to enforce their rights
under the indemnification agreements, and cover directors and officers under the
Company's directors' and officers' liability insurance. Although the form of
indemnification agreement offers substantially the same scope of coverage
afforded by provisions of the Articles of Incorporation and the bylaws and the
Partnership Agreement of the Operating Partnership, it provides greater
assurance to directors and officers that indemnification will be available,
because, as a contract, it cannot be modified unilaterally in the future by the
Board of Directors or by the stockholders to eliminate the rights it provides.
ITEM 16. Exhibits.
Exhibit No. Description
4.1 Form of Common Stock certificate
4.2 Form of Warrant Agreement, incorporated by reference to Exhibits
10.106, 10.107 and 10.108 to the Company's Current Report on Form
8-K, filed with the Commission on December 11, 1997, and to Exhibits
10.84 and 10.85 to the Company's Annual Report on Form 10-K, filed
with the Commission on December 31, 1996
5.1 Opinion of Pryor, Cashman, Sherman & Flynn
23.1 Consent of Pryor, Cashman, Sherman & Flynn (included as part of
Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Ernst & Young LLP
23.5 Consent of Schonbraun Safris Sternlieb & Co., L.L.C.
ITEM 17. Undertakings.
(a) The undersigned Registrant also hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
II-2
<PAGE>
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or section 15(d) of the Exchange Act, that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from Registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering hereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted against the Registrant by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cranford, State of New Jersey on January 16, 1997.
MACK-CALI REALTY CORPORATION
By: /s/ Thomas A. Rizk
-------------------------
THOMAS A. RIZK
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chief Executive Officer
/s/ Thomas A. Rizk and Director January 16, 1998
- ---------------------------------------------
THOMAS A. RIZK
President, Chief Operating
/s/ Mitchell E. Hersh Officer and Director January 16, 1998
- ---------------------------------------------
MITCHELL E. HERSH
Executive Vice President
and Chief Financial
/s/ Barry Lefkowitz Officer January 16, 1998
- -------------------------------------------------
BARRY LEFKOWITZ
/s/ John J. Cali Chairman of the Board January 16, 1998
- -------------------------------------------------
JOHN J. CALI
/s/ William L. Mack Director January 16, 1998
- -------------------------------------------------
WILLIAM L. MACK
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Brendan T. Byrne Director January 16, 1998
- -------------------------------------------------
BRENDAN T. BYRNE
/s/ Martin D. Gruss Director January 16, 1998
- -------------------------------------------------
MARTIN D. GRUSS
/s/ Jeffrey B. Lane Director January 16, 1998
- -------------------------------------------------
JEFFREY B. LANE
/s/ Earle I. Mack Director January 16, 1998
- -------------------------------------------------
EARLE I. MACK
/s/ Paul A. Nussbaum Director January 16, 1998
- -------------------------------------------------
PAUL A. NUSSBAUM
/s/ Alan G. Philibosian Director January 16, 1998
- -------------------------------------------------
ALAN G. PHILIBOSIAN
/s/ Irvin D. Reid Director January 16, 1998
- -------------------------------------------------
IRVIN D. REID
/s/ Vincent Tese Director January 16, 1998
- -------------------------------------------------
VINCENT TESE
/s/ Robert F. Weinberg Director January 16, 1998
- -------------------------------------------------
ROBERT F. WEINBERG
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
--- ----------- ----
<S> <C> <C>
4.1 Form of Common Stock Certificate
4.2 Form of Warrant Agreement, incorporated by reference to Exhibits
10.106, 10.107 and 10.108 to the Company's Current Report on Form
8-K, filed with the Commission on December 11, 1997, and to
Exhibits 10.84 and 10.85 to the Company's Annual Report on Form
10-K, filed with the Commission on December 31, 1996
5.1 Opinion of Pryor, Cashman, Sherman & Flynn
23.1 Consent of Pryor, Cashman, Sherman & Flynn (included as part of Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Ernst & Young, LLP
23.4 Consent of Ernst & Young, LLP
23.5 Consent of Schonbraun Safris Sternlieb & Co., L.L.C.
</TABLE>
<PAGE>
Exhibit 4.1
-----------
COMMON STOCK COMMON STOCK
$.01 PAR VALUE $.01 PAR VALUE
[GRAPHIC: FOUR PEOPLE IN FRONT OF LANDSCAPE/CITYSCAPE]
NUMBER SHARES
- -------- --------
CUSIP 554489 10 4
SEE REVERSE SIDE FOR DEFINITIONS
MACK-CALI REALTY CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
This Certifies that
Is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Mack-Cali Realty Corporation (hereinafter called the "Corporation"),
transferable on the books of the Corporation by the registered holder hereof in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.
In Witness Whereof, the Corporation has caused the facsimile signatures
of its duly authorized officers to be affixed hereto.
Dated:
/s/ Secretary [CORPORATE SEAL] /s/ President
Countersigned and Registered
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
Transfer Agent
By and Registrar
Authorized Signature
<PAGE>
MACK-CALI REALTY CORPORATION
The Corporation will furnish to any stockholder on request and without
charge a full statement of the designations and any preferences, conversion
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class which the Corporation is authorized to issue, of the differences in the
relative rights and preferences between the shares of each series of a preferred
or special class in series which the Corporation is authorized to issue, to the
extent they have been set, and of the authority of the Board of Directors to set
the relative rights and preferences of subsequent series of a preferred or
special class of stock. Such request may be made to the secretary of the
Corporation or to its transfer agent.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
---------------------------
(Cust) (Minor)
under Uniform Gifts to Minors Act
TEN ENT - as tenants by the entireties
---------------------------
(State)
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common
Additional abbreviations may also be used though not on the above list.
For value received, ________________________________ hereby sell,
assign and transfer unto
PLEASE INSERT SOCIAL SECURITY NUMBER OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------
- -------------------------------------------- ----------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
- --------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated:
--------------- Signature(s)
----------------------------
Signature Guaranteed By:
- ------------------------
NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement or any change whatever.
<PAGE>
Exhibit 5.1
-----------
January 16, 1998
Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016
Gentlemen:
We refer to the Registration Statement on Form S-3, File No 333-______
(the "Registration Statement"), as filed by you with the Securities and Exchange
Commission with respect to the registration under the Securities Act of 1933, as
amended (the "Act"), of 2,316,201 shares (the "Shares"), $.01 par value per
Share, of the Common Stock of Mack-Cali Realty Corporation (the "Company"), for
reoffer and resale by certain Selling Shareholders named therein.
We are qualified to practice law in the State of New York. We express no
opinion as to, and, for the purposes of the opinion set forth herein, we have
conducted no investigation of, and do not purport to be experts on, any laws
other than the laws of the State of New York, the Maryland General Corporation
Law and the federal laws of the United States of America.
We have examined such documents as we considered necessary for the
purposes of this opinion. Based on such examination, it is our opinion that the
Shares have been duly authorized, and, upon issuance, will be legally issued,
fully-paid and non-assessable under the laws of the State of Maryland (the state
of incorporation of the Company).
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ PRYOR, CASHMAN, SHERMAN & FLYNN
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 18, 1997, appearing in Cali Realty Corporation's Annual Report on Form
10-K for the year ended December 31, 1996. We also consent to the incorporation
by reference in this Registration Statement of our report dated September 15,
1997, except as to Note 12, which is as of October 30, 1997, relating to the
combined financial statements of The Mack Group, for each of the three years in
the period ended December 31, 1996, included in Cali Realty Corporation's Proxy
Statement filed on November 10, 1997. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
New York, New York
January 16, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 dated January 16, 1998 and related Prospectus
of Mack-Cali Realty Corporation for the registration of 2,316,201 shares of its
common stock and to the incorporation by reference therein of our report dated
February 21, 1997, with respect to the combined financial statements of Robert
Martin Group included in the Current Report on Form 8-K/A of Cali Realty
Corporation dated March 28, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
New York, New York
January 16, 1998
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference therein of our report dated March 19, 1997, except
for Note 9, for which the date is October 2, 1997, with respect to the Combined
Financial Statements of the Patriot American Office Group included in the Proxy
Statement of Cali Realty Corporation dated November 10, 1997, filed with the
Securities and Exchange Commission incorporated by reference in the Registration
Statement on Form S-3 of Mack-Cali Realty Corporation for the registration of
2,316,201 shares of Common Stock.
/s/ Ernst & Young LLP
Ernst & Young LLP
Dallas, Texas
January 15, 1998
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated May 20, 1997 on our audited Statement
of Revenue and Certain Expenses for Westlakes Office Park, of our report dated
August 8, 1997 on our audited Statement of Revenue and Certain Expenses for
First Shelton Place, and of our report dated September 3, 1997 on our audited
Statement of Revenue and Certain Expenses for Three Independence Way, appearing
in Cali Realty Corporation's Current Report on Form 8-K, dated September 18,
1997. We also consent to the incorporation by reference in this Registration
Statement of our report dated October 10, 1997 on our audited Statement of
Revenue and Certain Expenses for the McGarvey Portfolio, of our report dated
October 15, 1997 on our audited Statement of Revenue and Certain Expenses for
Princeton Overlook, of our report dated November 18, 1997 on our audited
Statement of Revenue and Certain Expenses for Concord Plaza, of our report dated
November 21, 1997 on our audited Statement of Revenue and Certain Expenses for
The Trooper Building, and of our report dated December 22, 1997 on our audited
Statement of Revenue and Certain Expenses for 500 West Putnam, appearing in
Mack-Cali Realty Corporation's Current Report on Form 8-K, dated January 16,
1998. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ Schonbraun Safris Sternlieb & Co., L.L.C.
Schonbraun Safris Sternlieb & Co., L.L.C.
Roseland, New Jersey
January 16, 1998
