<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 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
(State or Other Jurisdiction of Incorporation)
22-3305147
(I.R.S. Employer Identification Number)
11 COMMERCE DRIVE
CRANFORD, NEW JERSEY 07016
(908) 272-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
------------------------------
ROGER W. THOMAS
EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL
11 COMMERCE DRIVE
CRANFORD, NEW JERSEY 07016
(908) 272-8000
(908) 272-6755 (FACSIMILE)
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
------------------------------
COPIES TO:
BLAKE HORNICK, ESQ.
PRYOR CASHMAN SHERMAN & FLYNN LLP
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. / /
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. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
AMOUNT PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES TO TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER UNIT * OFFERING PRICE * FEE
<S> <C> <C> <C> <C>
Common Stock ($0.01 par value)........ 13,236,136 shares $30.6563 $405,770,956.06 $122,960.90
</TABLE>
* Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(c) under the Securities Act of 1933,
upon the basis of the average of the high and low prices reported in the
consolidated reporting system as of December 14, 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.
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<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 16, 1998
PROSPECTUS
13,236,136 SHARES
MACK-CALL REALTY CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
------------------
Mack-Cali Realty Corporation, a Maryland corporation, is a fully integrated
real estate investment trust that manages and conducts its business through
Mack-Cali Realty, L.P., a Delaware limited partnership. The persons listed as
our selling shareholders in this prospectus are offering and selling up to
13,236,136 shares of our common stock. We may issue these shares of our common
stock to such selling shareholders to the extent they exchange their units of
limited partnership interests in Mack-Cali Realty, L.P. for an equal number of
shares of our common stock. All net proceeds from the sale of the shares of
common stock offered by this prospectus will go to the selling shareholders. We
will not receive any proceeds from such sales.
The selling shareholders may offer their shares of common stock through
public or private transactions, in the over-the-counter markets, on any
exchanges on which our common stock is traded at the time of sale, at prevailing
market prices or at privately negotiated prices. The selling shareholders may
engage brokers or dealers who may receive commissions or discounts from the
selling shareholders. We will pay substantially all of the expenses incident to
the registration of such shares, except for the selling commissions.
Our common stock is listed on the New York Stock Exchange and the Pacific
Exchange under the ticker symbol "CLI." The closing price of our common stock on
December 14, 1998, was $30.75 per share.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR HAS DETERMINED IF
THIS PROSPECTUS IS ADEQUATE OR ACCURATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this prospectus is December , 1998
1
<PAGE>
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). You
may read and copy any document we file at the Commission's public reference room
located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
Commission at 1-800-732-0330 for further information on the operation of such
public reference room. You also can request copies of such documents, upon
payment of a duplicating fee, by writing to the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 or obtain copies of such documents from the
Commission's web site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this prospectus and information that we file later with
the Commission automatically will update and supersede such information. We
incorporate by reference the documents listed below and any future filings we
make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended:
(1) Annual Report on Form 10-K (File No. 1-13274) for the fiscal year ended
December 31, 1997, as amended by Form 10-K/A dated August 5, 1998;
(2) Quarterly Reports on Form 10-Q (File No. 1-13274) for the fiscal quarter
ended March 31, 1998, as amended by Form 10-Q/A dated June 9, 1998, and
for the fiscal quarters ended June 30, 1998 and September 30, 1998;
(3) Current Reports on Form 8-K (File No. 1-13274) dated January 16, 1998;
June 12, 1998, as amended by Form 8-K/A dated June 12, 1998; and
December 15, 1998;
(4) Proxy Statement relating to our Annual Meeting of Stockholders held on
May 21, 1998; and
(5) The description of our common stock and the description of certain
provisions of the laws of the State of Maryland and our articles of
incorporation and bylaws, both contained in our Registration Statement
on Form 8-A, dated August 9, 1994.
You may request a copy of these filings (including exhibits to such filings
that we have specifically incorporated by reference in such filings), at no
cost, by writing or telephoning our executive offices at the following address:
Mack-Cali Realty Corporation
Investor Relations Department
11 Commerce Drive
Cranford, New Jersey 07016-3501
(908) 272-8000
You should rely only on the information provided or incorporated by
reference in this prospectus or any related supplement. We have not authorized
anyone else to provide you with different information. The selling shareholders
will not make an offer of these shares in any state that prohibits such an
offer. You should not assume that the information in this prospectus or any
supplement is accurate as of any date other than the date on the cover page of
such documents.
2
<PAGE>
ALL REFERENCES IN THIS PROSPECTUS TO "COMMON STOCK" REFER TO OUR COMMON
STOCK, PAR VALUE $.01 PER SHARE. ALL REFERENCES IN THIS PROSPECTUS TO "COMMON
UNITS," "SERIES A PREFERRED UNITS," AND "SERIES B PREFERRED UNITS" REFER TO THE
COMMON UNITS, SERIES A PREFERRED UNITS AND SERIES B PREFERRED UNITS,
RESPECTIVELY, OF LIMITED PARTNERSHIP INTEREST IN MACK-CALI REALTY, L.P.
INFORMATION ABOUT MACK-CALI REALTY CORPORATION
We, Mack-Cali Realty Corporation, a Maryland corporation, are a
fully-integrated, self-administered and self-managed real estate investment
trust, or "REIT." We own predominantly Class A office and office/flex buildings
generally located in the Northeast and Southwest. Mack-Cali Realty, L.P., a
Delaware limited partnership, conducts substantially all of the operations
relating to such properties.
As of September 30, 1998, we owned and operated, directly or indirectly, 247
properties, plus developable land, aggregating approximately 27.6 million square
feet. Our properties include 235 office and office/flex buildings totaling
approximately 27.2 million square feet, six industrial/warehouse properties
containing an aggregate of approximately 387,400 square feet, two multi-family
residential properties consisting of 453 units, two stand-alone retail
properties and two land leases. Our 235 office and office/flex properties are
comprised of 156 office buildings containing an aggregate of 23.1million square
feet and 79 office/flex buildings containing an aggregate of approximately 4.1
million square feet. We believe that our properties have excellent locations and
access and are well-maintained and professionally managed. As a result, we
believe that our properties attract high quality tenants and achieve among the
highest rental, occupancy and tenant retention rates within their markets. As of
September 30, 1998, over 2,300 tenants leased approximately 96.1 percent of the
office, office/flex and industrial/warehouse properties.
Our strategy is to acquire, develop and own office properties in markets and
sub-markets where we are, or can become, a significant and preferred owner and
operator. We will continue this strategy by expanding, primarily through
acquisitions, into markets and sub-markets where we have, or can achieve,
similar status. Because rental and occupancy rates in office buildings in such
markets and sub-markets continue to increase, we believe that such markets and
sub-markets present significant opportunities for growth. We also may develop
properties in such markets and sub-markets, particularly with a view towards
potential utilization of certain vacant land recently acquired or on which we
hold options. We believe that our extensive market knowledge gives us a
significant competitive advantage, which is further enhanced by our strong
reputation for and emphasis on delivering highly responsive management services,
including direct and continued access to our senior management.
Consistent with our growth strategy, in December 1997, we acquired 54 Class
A office properties, aggregating approximately 9.2 million square feet, from The
Mack Company and Patriot American Office Group. We acquired such properties for
a total cost of approximately $1.1 billion. In connection with such transaction,
(1) we became associated with respected names in the real estate business,
including William L. Mack and Mitchell E. Hersh; (2) we changed our name from
"Cali Realty Corporation" to "Mack-Cali Realty Corporation" and (3) Mack-Cali
Realty, L.P. changed its name from "Cali Realty, L.P." to "Mack-Cali Realty,
L.P." Also, in January 1997, we acquired 65 properties, aggregating
approximately 4.1 million square feet, from the Robert Martin Company, LLC and
its affiliates. We acquired all 65 properties for a total cost of approximately
$450.0 million.
In 1994, we succeeded to the business of Cali Associates. John J. Cali,
Angelo R. Cali and Edward Leshowitz, the founders of Cali Associates, 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. Our founders primarily have been focusing on office building
development and acquisitions for the past fifteen years. In addition to our
founders, we and our predecessors generally have employed our current executive
officers for an average of approximately nine years. We and our
3
<PAGE>
predecessors 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.
We were incorporated under the laws of the State of Maryland on May 24,
1994. Our executive offices are located at 11 Commerce Drive, Cranford, New
Jersey 07016. Our general information telephone number is (908) 272-8000. Our
internet website address is http://www.mack-cali.com.
USE OF PROCEEDS
We are registering the shares of common stock offered by this prospectus for
the account of the selling shareholders identified in the section of this
prospectus entitled "Selling Shareholders." All of the net proceeds from the
sale of the common stock will go to the shareholders who offer and sell their
shares of such stock. We will not receive any part of the proceeds from the sale
of such shares.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our articles of incorporation and bylaws contain certain provisions to
indemnify our directors and officers against liability incurred by them as a
result of their services in those capacities. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), may be permitted to our directors, officers or controlling
persons pursuant to the above provisions, we have been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act, and is therefore unenforceable.
4
<PAGE>
SELLING SHAREHOLDERS
The selling shareholders are persons listed in the table below who may
receive shares of our common stock in exchange for their units ("Units") of
limited partnership interest in Mack-Cali Realty, L.P. and/or their warrants to
purchase common Units. As of the date of this prospectus, (1) 57 of the selling
shareholders held an aggregate of 4,013,739 common Units that are redeemable for
an equal number of shares of our common stock; (2) one of the selling
shareholders held an aggregate of 27,132 Series A preferred Units that are
convertible into 783,030 common Units and then redeemable for an equal number of
shares of our common stock; (3) 50 of the selling shareholders held an aggregate
of 223,124 Series B preferred Units that are convertible into 6,439,367 common
Units and then redeemable for an equal number of shares of our common stock; and
(4) 47 of the selling shareholders held warrants to purchase an aggregate of
2,000,000 common Units that are redeemable for an equal number of shares of our
common stock. The selling shareholders may redeem their common Units for an
equal number of shares of common stock in accordance with the terms described in
this prospectus.
In connection with our acquisition of the property portfolios of The Mack
Company and Patriot American Office Group on December 11, 1997, we issued
3,972,318 common Units, 27,132 Series A preferred Units, 223,124 Series B
preferred Units and 48 warrants to purchase an aggregate of 2,000,000 common
Units to 57 of the selling shareholders. When we acquired the property of
Princeton Overlook Associates, L.P. on December 19, 1997, we issued 41,421
common Units to one selling shareholder.
Holders of common Units may require Mack-Cali Realty, L.P. to redeem all or
part of their common Units for (1) cash (based upon the fair market value of an
equivalent number of shares of common stock at the time of such redemption) or
(2) at our election, shares of common stock (on a one-for-one basis). The
selling shareholders may convert each of the Series A preferred Units at any
time into common Units at a conversion price of $34.65 per Unit, and after the
one year anniversary date of the Series A preferred units' initial issuance, the
selling shareholders may then convert the common Units received pursuant to such
conversion into common stock on a one-for-one basis. The selling shareholders
also may convert each of the Series B preferred Units into common Units at a
conversion price of $34.65 per Unit, and after the one year anniversary date of
the Series B preferred Units' initial issuance, the selling shareholders may
then convert the common Units received pursuant to such conversion into common
stock on a one-for-one basis, subject in certain circumstances to contractual
agreements with us that such conversion into common stock not occur until the
third anniversary date of the Series B preferred Units' initial issuance. The
selling shareholders may exercise the warrants to purchase common Units at any
time after the one year anniversary and prior to the five year anniversary of
their date of issuance at an exercise price of $37.80 per Unit.
We may assume Mack-Cali Realty, L.P.'s obligation to redeem the common Units
in exchange for, at the election of Mack-Cali Realty, L.P., either cash or
shares of common stock. However, we may not pay for such redemption with shares
of common stock if, after giving effect to such redemption, any person would
beneficially or constructively own shares in excess of the ownership limit
described in "Restrictions on Transfer".
The following table sets forth, as of the date of this prospectus, the name
of each selling shareholder, the number of shares of our common stock
beneficially owned by each selling shareholder and underlying each of the
selling shareholder's common Units, Series A preferred Units, Series B preferred
Units and warrants to purchase common Units, and the maximum number of shares of
common stock which the selling shareholders can sell pursuant to this
prospectus. As of such date, we had not issued any shares of our common stock,
including any such shares underlying the selling shareholders' Units or
warrants, to the selling shareholders. Each selling shareholder will receive all
of the net proceeds from the sale of his or her shares of common stock offered
by this prospectus.
5
<PAGE>
This offering will not affect the number of common stock equivalents
outstanding or the number of shares or percentage of ownership which persons,
other than the selling shareholders, beneficially own. Because the selling
shareholders may sell all or part of their shares of common stock pursuant to
this prospectus and this offering is not being underwritten on a firm commitment
basis, we cannot estimate the number and percentage of shares of common stock
that the selling stockholders will hold at the end of the offering covered by
this prospectus.
6
<PAGE>
THE SELLING SHAREHOLDERS
<TABLE>
<CAPTION>
NO. OF SHARES NO. OF SHARES NO. OF SHARES
OF COMMON OF COMMON OF COMMON
NO. OF SHARES STOCK STOCK STOCK MAXIMUM NUMBER
OF COMMON UNDERLYING UNDERLYING UNDERLYING OF SHARES OF
STOCK SERIES A SERIES B WARRANTS TO COMMON STOCK
UNDERLYING PREFERRED PREFERRED PURCHASE WHICH MAY BE
NAME COMMON UNITS UNITS UNITS COMMON UNITS SOLD HEREUNDER
- ------------------------------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Earle I. Mack........................ 734,514 -- 1,347,619 377,679 2,459,812
William L. Mack...................... 846,520 -- 1,552,698 433,366 2,832,584
David Mack........................... 765,839 -- 1,405,079 393,148 2,564,066
Fredric Mack......................... 251,144 -- 460,722 129,372 841,238
Richard Mack......................... 4,183 -- 7,937 2,235 14,355
Stephen Mack......................... 4,183 -- 7,937 2,235 14,355
Rona Dollinger....................... 33,476 -- 61,789 17,190 112,455
Edmund Dollinger..................... 3,899 -- 7,157 2,001 13,057
Susan B. Dollinger................... 1,947 -- 3,579 999 6,525
James J. Cusack...................... 674 -- 1,039 -- 1,713
Ralph Henig.......................... 13,061 -- 23,954 6,702 43,717
Trust F/B/O Tilda Costello........... 9,769 -- 17,922 5,013 32,704
Eric Schwartz........................ 9,769 -- 17,922 5,013 32,704
Little Ferry Associates.............. 2,137 -- 3,925 1,097 7,159
Michael Schwartz..................... 9,769 -- 17,922 5,013 32,704
Harvey Caplan........................ 3,268 -- 6,003 1,677 10,948
Jo Anne Guerrini..................... 3,268 -- 6,003 1,677 10,948
Robert Caplan........................ 3,268 -- 6,003 1,677 10,948
Goldberg & Associates................ 9,379 -- 17,201 4,813 31,393
Professional Investment Assoc........ 1,214 -- 1,847 -- 3,061
Shackelford Farrior Investment....... 1,214 -- 1,847 -- 3,061
Mitchell Hersh....................... 44,563 -- 75,209 -- 119,772
Frank Di Maria....................... 6,532 -- 11,977 3,352 21,861
Robert Stehr......................... 5,428 -- 9,957 2,786 18,171
Jeffrey Schotz....................... 3,943 -- 7,244 2,023 13,210
Charles Liggio....................... 2,687 -- 4,935 1,379 9,001
Earle Mack, Charitable Trust A....... 39,496 -- 73,160 20,290 132,946
Earle Mack, Trust 4/30/92............ 23,874 -- 43,059 12,227 79,160
William Mack, Charitable Trust A..... 39,494 -- 73,131 20,290 132,915
William Mack, Trust 4/30/92.......... 23,875 -- 43,059 12,228 79,162
David Mack, Charitable Trust A....... 39,495 -- 73,160 20,290 132,945
David Mack, Trust 4/30/92............ 23,874 -- 43,059 12,227 79,160
Fredric Mack, Charitable Trust A..... 39,495 -- 73,160 20,290 132,945
Fredric Mack, Trust 4/30/92.......... 23,874 -- 43,059 12,227 79,160
Trust F/B/O Richard Mack............. 146,080 -- 267,937 74,965 488,982
Trust F/B/O Stephen Mack............. 146,080 -- 267,937 74,965 488,982
Paul A. Nussbaum..................... 18,071 -- 27,619 9,095 54,785
Tri West............................. 123,425 -- 226,378 63,334 413,137
Patloan Al Co-Investors, L.P......... 426,889 783,030 -- 219,333 1,429,252
James Mertz.......................... 15,079 -- -- -- 15,079
John Bohlman......................... 2,381 -- -- -- 2,381
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
NO. OF SHARES NO. OF SHARES NO. OF SHARES
OF COMMON OF COMMON OF COMMON
NO. OF SHARES STOCK STOCK STOCK MAXIMUM NUMBER
OF COMMON UNDERLYING UNDERLYING UNDERLYING OF SHARES OF
STOCK SERIES A SERIES B WARRANTS TO COMMON STOCK
UNDERLYING PREFERRED PREFERRED PURCHASE WHICH MAY BE
NAME COMMON UNITS UNITS UNITS COMMON UNITS SOLD HEREUNDER
- ------------------------------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Jeff Kennemer........................ 3,175 -- -- -- 3,175
James Clabby......................... 7,143 -- -- -- 7,143
Melissa Penney....................... 794 -- -- -- 794
Princeton Overlook Assoc., L.P....... 41,421 -- -- -- 41,421
GSM I Inc............................ 1,613 -- 2,973 829 5,415
GSM II Inc........................... 3,070 -- 5,628 1,578 10,276
GSM III Inc.......................... 3,153 -- 5,772 1,621 10,546
GSM IV Inc........................... 802 -- 1,472 412 2,686
GSM V Inc............................ 17,061 -- 31,313 8,768 57,142
GSM Guarantor, Inc................... 1,339 -- 2,453 688 4,480
JHD I Associates..................... 1,613 -- 2,973 829 5,415
JHD II Associates.................... 3,070 -- 5,628 1,578 10,276
JHD III Associates................... 3,153 -- 5,772 1,621 10,546
JHD IV Associates.................... 802 -- 1,472 412 2,686
JHD V Associates..................... 17,061 -- 31,313 8,768 57,142
JHD Guarantor Inc.................... 1,339 -- 2,453 688 4,480
-------------- ------- -------------- -------------- --------------
Total................................ 4,013,739 783,030 6,439,367 2,000,000 13,236,136
-------------- ------- -------------- -------------- --------------
-------------- ------- -------------- -------------- --------------
</TABLE>
If and when the selling shareholders have exercised all their respective
warrants to purchase common Units, converted all their Series A preferred Units
and Series B preferred Units for common Units and redeemed all their common
Units for shares of our common stock, the following selling shareholders will
own greater than one percent of our common stock as follows:
<TABLE>
<CAPTION>
NAME PERCENTAGE OWNERSHIP
- ---------------------------------------------------------------------------------- -----------------------
<S> <C>
William L. Mack................................................................... 4.03%
Earle I. Mack..................................................................... 3.50%
David Mack........................................................................ 3.64%
Fredric Mack...................................................................... 1.20%
Patloan Al Co-Investors, L.P...................................................... 2.03%
</TABLE>
Information regarding certain selling shareholder's current relationship
with us or our predecessors and affiliates and such relationships, if any,
within the past three years is set forth below.
<TABLE>
<CAPTION>
NAME RELATIONSHIP WITH US, OUR PREDECESSORS AND AFFILIATES
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
William L. Mack..................... Member of our Board of Directors and chairman of its Executive Committee.
Prior to joining us in connection with the acquisition of The Mack Company
and Patriot American Office Group, Mr. Mack served as Managing Partner of
The Mack Company, where he pioneered the development of large Class A
office properties and helped to increase The Mack Company's portfolio to
approximately 20 million square feet. Mr. Mack also served as Chairman of
Patriot American Office Group. In addition, Mr. Mack is a managing partner
of Apollo Real Estate Advisors, L.P. which investment funds have invested
in greater than $10 billion of various diversified real estate ventures.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
NAME RELATIONSHIP WITH US, OUR PREDECESSORS AND AFFILIATES
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
Earle I. Mack....................... Member of our Board of Directors. Prior to joining us in connection with
the acquisition of The Mack Company and Patriot American Office Group, Mr.
Mack served as Senior Partner and Chief Financial Officer of The Mack
Company since 1964. Mr. Mack, together with his three brothers, led The
Mack Company in pioneering the development of large, class A office
properties and helped to grow The Mack Company's portfolio to approximately
20 million square feet of office, industrial, retail and hotel facilities.
Mitchell E. Hersh................... President, Chief Operating Officer and a member of our Board of Directors
and its Executive Committee. Prior to joining us in connection with the
acquisition of The Mack Company and Patriot American Office Group, Mr.
Hersh served as a Partner of The Mack Company since 1982 and as Chief
Operating Officer of The Mack Company since 1990, where he was responsible
for overseeing the development, operations, leasing and acquisitions of The
Mack Company's office and industrial portfolio. Mr. Hersh is responsible
for our strategic direction and long-term planning, with particular
emphasis on operations and acquisitions.
Fredric Mack........................ Member of our Advisory Board. Prior to joining us in connection with the
acquisition of The Mack Company and Patriot American Office Group, Mr. Mack
participated in the operation of and had a substantial ownership interest
in The Mack Company.
David Mack.......................... Member of our Advisory Board. Prior to joining us in connection with the
acquisition of The Mack Company and Patriot American Office Group, Mr. Mack
participated in the operation of and had a substantial ownership interest
in The Mack Company.
Paul A. Nussbaum.................... Member of our Board of Directors. Prior to joining us, Mr. Nussbaum founded
the Patriot American group of companies and currently serves as Chairman
and Chief Executive Office of Patriot American Hospitality, Inc. and as
member of the board of directors of First Plus Financial Group, Inc. Prior
to his association with Patriot American, Mr. Nussbaum practiced real
estate and corporate law in New York for 20 years, the last twelve of which
he served as chairman of the real estate department of Schulte Roth &
Zabel.
James Mertz......................... Vice President, Operations. Prior to joining us in connection with the
acquisition of The Mack Company and Patriot American Office Group, Mr.
Mertz was an affiliate of Patriot American Office Group.
Jeff Kennemer....................... Senior Director of Property Management. Prior to joining us in connection
with the acquisition of The Mack Company and Patriot American Office Group,
Mr. Kennemer was an affiliate of Patriot American Office Group.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
NAME RELATIONSHIP WITH US, OUR PREDECESSORS AND AFFILIATES
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
James Clabby........................ Vice President, Leasing. Prior to joining us in connection with the
acquisition of The Mack Company and Patriot American Office Group, Mr.
Clabby was an affiliate of Patriot American Office Group.
Melissa Penney...................... Assistant Controller. Prior to joining us in connection with the
acquisition of The Mack Company and Patriot American Office Group, Ms.
Penney was an affiliate of Patriot American Office Group.
</TABLE>
10
<PAGE>
PLAN OF DISTRIBUTION
Once the selling shareholders have exchanged their common units for shares
of common stock, the selling shareholders may from time to time offer and sell
their shares of common stock offered by this prospectus. We have registered
their shares for resale to provide them with freely tradable securities.
However, registration does not necessarily mean that they will offer and sell
any of their shares.
OFFER AND SALE OF SHARES
The selling shareholders, or their pledgees, donees, transferees or other
successors in interest, may offer and sell their shares of common stock in the
following manner:
- on the New York Stock Exchange or other exchanges on which the common
stock is traded at the time of sale;
- 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 privately negotiated transactions.
The selling shareholders, or their pledgees, donees, transferees or other
successors in interest, may sell their shares of common stock in one or more of
the following transactions:
- a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction;
- a broker or dealer may purchase as principal and resell such shares for
its own account pursuant to this prospectus;
- an exchange distribution in accordance with the rules of the exchange; and
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
The selling shareholders may accept and, together with any agent of the
selling shareholders, reject in whole or in part any proposed purchase of the
shares of common stock offered by this prospectus.
BROKERS AND DEALERS
SELLING THROUGH BROKERS AND DEALERS. The selling shareholders may select
brokers or dealers to sell their shares of common stock. Brokers or dealers that
the selling shareholders engage may arrange for other brokers or dealers to
participate in selling such shares. The selling shareholders may give such
brokers or dealers commissions or discounts in amounts to be negotiated
immediately before any sale. In connection with such sales, these brokers or
dealers, any other participating brokers or dealers, and 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
addition, any securities covered by this prospectus that qualify for sale
pursuant to Rule 144 of the Securities Act may be sold under such rule rather
than pursuant to this prospectus.
SUPPLEMENTAL PROSPECTUS REGARDING MATERIAL ARRANGEMENTS. If and when a
selling shareholder notifies us that he, she or it has entered into a material
arrangement with a broker or dealer for the sale of his, her or its shares of
common stock offered by this prospectus through a block trade, special offering,
exchange or secondary distribution or a purchase by a broker or dealer, we will
file a supplemental prospectus, if required, pursuant to Rule 424(c) under the
Securities Act. The supplemental prospectus will provide: (1) the name(s) of
each such selling shareholder(s) and of the participating broker-dealer(s); (2)
the number of shares of common stock involved; (3) the price at which such
shares were sold; (4) the commissions paid or discounts or concessions allowed
to such broker-dealer(s), where applicable; (5) that such broker-dealer(s) did
not conduct any investigation to verify
11
<PAGE>
the information set out or incorporated by reference in this prospectus; and (6)
other facts material to the transaction.
COMMISSIONS. The selling shareholders will pay any sales commissions or
other seller's compensation applicable to such transactions.
SUPPLEMENTAL PROSPECTUS REGARDING SALES
To the extent required, we will set forth in a prospectus supplement
accompanying this prospectus or, if appropriate, in a post-effective amendment,
the following information: (1) the amount of the shares of common stock to be
sold; (2) purchase prices; (3) public offering prices; (4) the names of any
agents, dealers or underwriters; and (5) any applicable commissions or discounts
with respect to a particular offer. The selling shareholders and agents who
execute orders on their behalf may be deemed to be "underwriters" as that term
is defined in Section 2(11) of the Securities Act. 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.
COMPLIANCE WITH STATE SECURITIES LAWS
We have not registered or qualified the shares of common stock offered by
this prospectus under the laws of any country, other than the United States. In
certain states, the selling shareholders may not offer or sell their shares of
common stock unless (1) we have registered or qualified such shares for sale in
such states; or (2) we have complied with an available exemption from
registration or qualification. Also, in certain states, to comply with such
states' securities laws, the selling shareholders can offer and sell their
shares of common stock only through registered or licensed brokers or dealers.
LIMITATIONS IMPOSED BY EXCHANGE ACT RULES AND REGULATIONS
Certain provisions of the Exchange Act of 1934, as amended, and the related
rules and regulations will apply to the selling shareholders and any other
person engaged in a distribution of shares of the common stock. Such provisions
may (1) limit the timing of purchases and sales of any of the shares of common
stock by the selling shareholders or such other person; (2) affect the
marketability of such stock; and (3) affect the brokers' and dealers'
market-making activities with respect to such stock.
PAYMENT OF INCIDENTAL EXPENSES
We will pay substantially all of the expenses related to the registration of
the shares of common stock offered by this prospectus. We estimate such expenses
to be approximately $151,000.
DESCRIPTION OF SECURITIES TO BE REGISTERED
AUTHORIZED CAPITAL STOCK
Pursuant to our articles of incorporation, we have the authority to issue
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. At December 1, 1998,
57,123,697 shares of common stock were issued and outstanding, and no shares of
preferred stock were issued and outstanding.
COMMON STOCK
VOTING, DIVIDEND AND OTHER RIGHTS. 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 our articles of incorporation regarding the
restrictions on transfer of such stock, discussed in "Restrictions on Transfer"
below. Holders of shares of common stock do not have any cumulative voting
rights. This means that the holders of a majority of the outstanding shares of
common stock can elect all of the directors
12
<PAGE>
then standing for election and the holders of the remaining shares will not be
able to elect any directors. Holders of shares of common stock do not have
preemptive rights to subscribe for any of our securities. All shares of common
stock will, when issued, be duly authorized, fully paid, and nonassessable. We
may pay distributions to the holders of shares of common stock if and when our
board of directors declares such dividends out of legally available funds.
RIGHTS UPON LIQUIDATION. Under Maryland law, our stockholders generally are
not liable for our debts or obligations. Upon our liquidation, subject to the
right of any holders of preferred stock to receive preferential distributions,
each holder of common stock may participate pro rata in the assets remaining
after payment of, or adequate provision for, all of our known debts and
liabilities. Such debts and liabilities may arise from our status as general
partner of Mack-Cali Realty, L.P.
OWNERSHIP LIMIT. Under our articles of incorporation, with certain
exceptions, no person may own, or be deemed to own by virtue of the attribution
rules of the Internal Revenue Code of 1986, as amended (the "Code"), more than
9.8 percent of the value of our issued and outstanding shares of capital stock.
See "Restrictions on Transfer" below.
TRANSFER AGENT. ChaseMellon Shareholder Services, LLC is the registrar and
transfer agent for our common stock.
RESTRICTIONS ON TRANSFER
OWNERSHIP LIMIT. For us to qualify as a REIT under the Code, we must meet
the following requirements concerning the ownership of outstanding shares of our
capital stock:
- five or fewer individuals (as defined in the Code to include certain
entities) may not collectively own, directly or indirectly, more than 50
percent of the value of our outstanding capital stock during the last half
of a taxable year; and
- at least 100 persons during at least 335 days of a taxable year or during
a proportionate part of a shorter taxable year must beneficially own our
capital stock.
Further, under our articles of incorporation, subject to certain exceptions,
no holder of shares of our capital stock may own, or be deemed to own by virtue
of the attribution rules of the Code, more than 9.8 percent by value of our
outstanding capital stock. Such limit will be referred to in this prospectus as
the "Ownership Limit."
EXEMPTION FROM OWNERSHIP LIMIT. Our board of directors may exempt a person
from the Ownership Limit if the board of directors or our tax counsel is
satisfied that such ownership will not then or in the future jeopardize our
status as a REIT. To obtain such exemption, the intended transferee of shares of
our capital stock must (1) give us written notice of the proposed transfer and
(2) furnish such opinions of counsel, affidavits, undertakings, agreements and
information as the board of directors may require no later than the 15th day
before any transfer which could cause the intended transferee's direct or
beneficial ownership of shares to exceed the Ownership Limit. If the board of
directors decides that it is no longer in our best interests to continue to
qualify as a REIT, then the restrictions on transferability and ownership will
not apply.
NULL AND VOID TRANSFERS. A transfer of shares of capital stock shall be
null and void and the intended transferee of such shares will not acquire any
rights in such shares if the transfer would:
- create a direct or indirect ownership of shares of stock in excess of the
Ownership Limit;
- result in the shares of stock being owned by fewer than 100 persons; or
- result in our being "closely held" within the meaning of Section 856(h) of
the Code.
13
<PAGE>
CERTIFICATE LEGEND REFERRING TO RESTRICTIONS. All certificates representing
shares of our common stock will bear a legend referring to the restrictions
described in the above section entitled "Restrictions on Transfer--Null and Void
Transfer."
REQUIRED DISCLOSURES BY STOCKHOLDERS. Every owner of more than five percent
(or such lower percentage as the Code or related regulations require) of our
issued and outstanding shares of capital stock must give us written notice
containing the information specified in our articles of incorporation no later
than January 31 of each year. In addition, every stockholder must, upon our
demand, provide in writing information that we may request to determine the
effect of such stockholder's direct, indirect and constructive ownership of such
shares on our status as a REIT.
EFFECT OF OWNERSHIP LIMITS ON CONTROL OF OUR COMPANY. The ownership
limitations set forth in this prospectus may prevent the acquisition of control
of our company without the consent of the board of directors.
LEGAL MATTERS
Pryor Cashman Sherman & Flynn LLP, New York, New York, will issue an opinion
to us regarding certain legal matters in connection with this offering,
including the validity of the issuance of the shares of common stock offered by
this prospectus.
EXPERTS
The financial statements incorporated in this prospectus by reference to our
Annual Report on Form 10-K for the year ended December 31, 1997, have been so
incorporated in reliance on the report of PricewaterhouseCoopers 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 our Current Report on Form 8-K dated January 16,
1998, has been so incorporated in reliance on the reports of Schonbraun Safris
McCann Bekritsky & Co., LLC, independent accountants, given on the authority of
said firm as experts in auditing and accounting. The financial statements for
Prudential Business Campus and for Morris County Financial Center incorporated
in this prospectus by reference to our Current Report on Form 8-K dated June 12,
1998, as amended by Form 8-K/A dated June 12, 1998, have been so incorporated in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting. The
financial statements, except for Prudential Business Campus and Morris County
Financial Center, incorporated in this prospectus by reference to our Current
Report on Form 8-K dated June 12, 1998, as amended by Form 8-K/A dated June 12,
1998, have been so incorporated in reliance on the reports of Schonbraun Safris
McCann Bekritsky & Co., LLC, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
14
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR ANY OTHER PERSON TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS. YOU SHOULD NOT RELY ON SUCH INFORMATION OR REPRESENTATIONS AS IF WE
OR THE SELLING SHAREHOLDERS HAVE AUTHORIZED THEM. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION WHERE OR TO ANY PERSON 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
Information About Mack-Cali Realty
Corporation................................... 3
Use of Proceeds................................. 4
Indemnification for Securities Act
Liabilities................................... 4
Plan of Distribution............................ 11
Description of Securities....................... 12
Legal Matters................................... 14
Experts......................................... 14
</TABLE>
13,236,136 SHARES
MACK-CALI REALTY CORPORATION
COMMON STOCK
---------------------
PROSPECTUS
---------------------
December , 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses to be paid by us, Mack-Cali Realty Corporation, in
connection with the issuance and distribution of the securities being registered
are as follows:
<TABLE>
<S> <C>
Registration Fee............................................... $122,960.90
Legal Fees and Expenses........................................ 15,000.00
Accounting Fees and Expenses................................... 10,000.00
Miscellaneous.................................................. 3,000.00
----------
Total...................................................... $150,960.90
----------
----------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our officers and directors are indemnified under Maryland law, the Articles
of Incorporation and the Amended and Restated Agreement of Limited Partnership
of Mack-Cali Realty, L.P. (the "Partnership Agreement of Mack-Cali Realty,
L.P."), against certain liabilities. The Articles of Incorporation require us to
indemnify our 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 our Articles of
Incorporation 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 us 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 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. Our Articles of Incorporation 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 Mack-Cali Realty, L.P. also provides for
indemnification of us and our officers and directors to the same extent
indemnification is provided to our officers and directors in
II-1
<PAGE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. (CONTINUED)
our Articles of Incorporation, and limits the liability of us and our officers
and directors to Mack-Cali Realty, L.P. and its partners to the same extent
liability of our officers and directors to our stockholders is limited under our
Articles of Incorporation.
In addition, the Delaware Revised Limited Partnership Act provides that a
limited partner has the power to indemnify and hold harmless any partner or
other person from and against any and all claims and demands whatsoever, subject
to such standards and restrictions, if any, as are set forth in its partnership
agreement.
We have entered into indemnification agreements with each of our directors
and officers. The indemnification agreements require, among other things, that
we indemnify our 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. We 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 our 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 Mack-Cali
Realty, L.P., 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.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
4.1 Form of Common Stock certificate(1)
5.1 Opinion of Pryor Cashman Sherman & Flynn LLP regarding the validity of the common stock being
registered
8.1 Opinion of Pryor Cashman Sherman & Flynn LLP regarding tax matters
23.1 Consent of Pryor Cashman Sherman & Flynn LLP (included as part of Exhibit 5.1)
23.2 Consent of Pryor Cashman Sherman & Flynn LLP (included as part of Exhibit 8.1)
23.3 Consent of PricewaterhouseCoopers, LLP
23.4 Consent of Schonbraun Safris McCann Bekritsky & Co., L.L.C.
</TABLE>
- ------------------------
(1) Incorporated herein by reference to Exhibit 4.1 to our Registration
Statement on Form S-3 filed with the Commission on January 16, 1998.
ITEM 17. UNDERTAKINGS.
We, the undersigned Registrant, hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS. (CONTINUED)
(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 herein, 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.
We hereby further undertake that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of our annual reports
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this registration statement 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.
We hereby further undertake that:
(1) For the purpose of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance under Rule 430A and contained in a
form of prospectus filed by us pursuant to Rule 424(b)(1) or 497(h) under
the Securities Act of 1933 shall be deemed to be part of this registration
statement at the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have 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 us of expenses incurred or paid by
one of our directors, officers or controlling persons in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us 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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all the
requirements for filing on Form S-3 and have duly caused this registration
statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on this 16th day of
December, 1998.
<TABLE>
<S> <C> <C>
MACK-CALI REALTY CORPORATION
By: /s/ Thomas A. Rizk
-----------------------------------------
THOMAS A. RIZK
Chief Executive Officer
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Roger W. Thomas or Barry Lefkowitz or any
one of them, his or her attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him or her in any and all capacities, to
sign any or all amendments or post-effective amendments to this registration
statement or a registration statement prepared in accordance with Rule 462 of
the Securities Act of 1933, as amended, and to file the same, with exhibits
thereto and other documents in connection herewith or in connection with the
registration of the offered securities under the Securities Exchange Act of
1934, as amended, with the Securities and Exchange Commission, granting unto
each of such attorneys-in-fact and agents full power to do and perform each and
every act and thing requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-in-fact and
agents or his or her substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
<C> <S> <C>
/s/ Thomas A. Rizk Chief Executive Officer
---------------------------- and Director December 16, 1998
THOMAS A. RIZK
/s/ Mitchell E. Hersh President, Chief Operating
---------------------------- Officer December 16, 1998
MITCHELL E. HERSH and Director
/s/ Barry Lefkowitz Executive Vice President
---------------------------- and December 16, 1998
BARRY LEFKOWITZ Chief Financial Officer
/s/ John J. Cali Chairman of the Board
---------------------------- December 16, 1998
JOHN J. CALI
/s/ William L. Mack Director
---------------------------- December 16, 1998
WILLIAM L. MACK
/s/ Brendan T. Byrne Director
---------------------------- December 16, 1998
BRENDAN T. BYRNE
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
<C> <S> <C>
/s/ Martin D. Gruss Director
---------------------------- December 16, 1998
MARTIN D. GRUSS
/s/ Jeffrey B. Lane Director
---------------------------- December 16, 1998
JEFFREY B. LANE
/s/ Earle I. Mack Director
---------------------------- December 16, 1998
EARLE I. MACK
/s/ Paul A. Nussbaum Director
---------------------------- December 16, 1998
PAUL A. NUSSBAUM
/s/ Alan G. Philibosian Director
---------------------------- December 16, 1998
ALAN G. PHILIBOSIAN
/s/ Irvin D. Reid Director
---------------------------- December 16, 1998
IRVIN D. REID
/s/ Vincent Tese Director
---------------------------- December 16, 1998
VINCENT TESE
/s/ Martin S. Berger Director
---------------------------- December 16, 1998
MARTIN S. BERGER
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- --------- -------------------------------------------------------------------------------------------- -----------------
<C> <S> <C>
4.1 Form of Common Stock certificate(1)
5.1 Opinion of Pryor Cashman Sherman & Flynn LLP regarding the validity of the common stock
being registered
8.1 Opinion of Pryor Cashman Sherman & Flynn LLP regarding tax matters
23.1 Consent of Pryor Cashman Sherman & Flynn LLP (included as part of Exhibit 5.1)
23.2 Consent of Pryor Cashman Sherman & Flynn LLP (included as part of Exhibit 8.1)
23.3 Consent of PricewaterhouseCoopers, LLP
23.4 Consent of Schonbraun Safris McCann Bekritsky & Co., L.L.C.
</TABLE>
- ------------------------
(1) Incorporated herein by reference to Exhibit 4.1 to our Registration
Statement on Form S-3 filed with the Commission on January 16, 1998.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF PRYOR CASHMAN SHERMAN & FLYNN LLP]
December 16, 1998
Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016
Ladies and Gentlemen:
We are acting as counsel to Mack-Cali Realty Corporation, a Maryland
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (File No. 333- ) (the "Registration Statement"), as filed by the
Company with the Securities and Exchange Commission with respect to the
registration under the Securities Act of 1933, as amended (the "Act"), of
13,236,136 shares (the "Shares") of the common stock, par value $0.01 per share,
of 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 securities 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.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the reference to us under the heading "Legal
Matters" in the Registration Statement, the Prospectus constituting a part
thereof, and any amendments thereto.
This opinion is furnished in connection with the transactions covered
hereby. This opinion may not be relied upon by you for any other purpose, or
furnished to, quoted to, or relied upon by any other person, firm or corporation
for any purpose, without our prior written consent.
Very truly yours,
/s/ PRYOR CASHMAN SHERMAN & FLYNN
LLP
<PAGE>
EXHIBIT 8.1
[LETTERHEAD OF PRYOR CASHMAN SHERMAN & FLYNN LLP]
December 16, 1998
Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016
Re: Certain Federal Income Tax Matters
Ladies and Gentlemen:
We have acted as tax counsel to Mack-Cali Realty Corporation (the "Company")
in connection with the Prospectus included as part of that certain Registration
Statement on Form S-3 (File No. 333- ) (the "Registration Statement"), as
filed by the Company with the Securities and Exchange Commission with respect to
the registration under the Securities Act of 1933, as amended (the "Act"), of
13,236,136 shares (the "Shares") of the common stock, par value $0.01 per share,
of the Company for reoffer and resale by certain Selling Shareholders named
therein. In connection therewith, you have requested our opinion with respect to
the qualification of the Company as a real estate investment trust ("REIT")
under the Internal Revenue Code of 1986, as amended (the "Code").
We hereby consent to the use of our opinions as an exhibit to the
Registration Statement and to any and all references to our firm in the
Prospectus that is a part of the Registration Statement, which Prospectus will
be delivered to prospective purchasers of securities of the Company, and we
hereby consent to such use of our opinion. All defined terms used herein shall
have the same meaning as used in the Registration Statement.
FACTS AND ASSUMPTIONS RELIED UPON
In rendering the opinions expressed herein, we have examined the Articles of
Incorporation and Bylaws of the Company, and such other records, certificates
and documents as we have deemed necessary or appropriate for purposes of
rendering the opinions set forth herein.
In our examination of documents, we have assumed, with your consent, that
all documents submitted to us are authentic originals, or if submitted as
photocopies, that they faithfully reproduce the originals thereof, that all such
documents have been or will be duly executed to the extent required, that all
representations and statements set forth in such documents are true and correct,
and that all obligations imposed by any such on the parties thereto have been or
will be performed or satisfied in accordance with their terms. We have also
assumed, without investigation, that all documents, certificates, warranties and
covenants on which we have relied in rendering the opinions set forth below and
that were given or dated earlier than the date of this letter continue to remain
accurate, insofar as relevant to the opinions set forth herein, from such
earlier date through and including the date of this letter.
We have reviewed the Registration Statement and the descriptions set forth
therein of the Company and its investments and activities. We have relied upon
the representations of the Company and its affiliates regarding the manner in
which the Company has been and will continue to be owned and operated. We have
also relied upon the representations of the accountants for the Company
regarding the type and amount of income received by the Company during its
taxable year ended December 31, 1997 and the character and amount of
distributions made with respect to its taxable year ended December 31, 1997, and
the representations similarly made with respect to prior years of the Company.
<PAGE>
We note that for its taxable years ending December 31, 1995 and December 31,
1996, the Company elected to treat dividends declared in January 1996 and
January 1997, respectively, as having been paid during its 1995 and 1996 taxable
years pursuant to Section 858 of the Code. We have neither independently
investigated nor verified such representations, and we assume that such
representations are true, correct and complete and that all representations made
"to the best of the knowledge and belief" of any person(s) or party(ies) are and
will be true, correct and complete as if made without such qualification. We
assume that the Company has been and will be operated in accordance with
applicable laws and the terms and conditions of applicable documents, and the
descriptions of the Company and its investments, and the proposed investments,
activities, operations and governance of the Company set forth in the
Registration Statement continue to be true. In addition, we have relied on
certain additional facts and assumptions described below.
The foregoing representations are all contained in letters to us dated as of
the date hereof (the "Certificates"). No facts have come to our attention that
are inconsistent with the facts and representations set forth in the
Certificates.
OPINIONS
Based upon and subject to the foregoing, we are of the opinion that the
Company has been organized in conformity with the requirements for qualification
as a REIT under the Code commencing with its initial taxable year ended December
31, 1994, and for all subsequent taxable years to date, and its method of
operation as described in the representations referred to above, will enable it
to continue to meet the requirements for qualification and taxation as a REIT
under the Code.
The opinion expressed herein is based upon the Code, the Treasury
Regulations promulgated thereunder, current administrative positions of the
Internal Revenue Service, and existing judicial decisions, any of which could be
changed at any time, possibly on a retroactive basis. Any such changes could
adversely affect the opinion rendered herein and the tax consequences to the
Company and investors in its Common Stock. In addition, as noted above, our
opinions are based solely on the documents that we have examined, the additional
information that we have obtained, and the representations that are being made
to us, and cannot be relied upon if any of the facts contained in such documents
or in such additional information are, or later become, inaccurate or if any of
the representations made to use are, or later become, inaccurate.
We express no opinion with respect to the Registration Statement other than
those expressly set forth herein. Furthermore, the Company's qualification as a
REIT will depend on the Company meeting, in its actual operations, the
applicable asset composition, source of income, shareholder diversification,
distribution, recordkeeping and other requirements of the Code necessary for a
corporation to qualify as a REIT. We will not review these operations, and no
assurance can be given that the actual operations of the Company and its
affiliates will meet these requirements or the representations made to us with
respect thereto.
Finally, our opinion is limited to the tax matters specifically covered
hereby, and we have not been asked to address, nor have we addressed, any other
tax consequences of an investment in the Common Stock.
Very truly yours,
/s/ Pryor Cashman Sherman & Flynn LLP
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (No. 333- ) of
our report dated February 26, 1998, appearing in Mack-Cali Realty Corporation's
Annual Report on Form 10-K for the year ended December 31, 1997. We also consent
to the incorporation by reference of our reports dated April 2, 1998 and April
16, 1998, which appear on pages 45 and 39, respectively, of the Current Report
on Form 8-K dated June 12, 1998. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
December 15, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (No. 333- ) of
our report dated October 19, 1997, on our audit of the Statement of Revenue and
Certain Expenses for the McGarvey Portfolio, of our report dated October 15,
1997, on our audit of the Statement of Revenue and Certain Expenses for
Princeton Overlook, of our report dated November 18, 1997, on our audit of the
Statement of Revenue and Certain Expenses for The Trooper Building, and of our
report dated December 22, 1997, on our audit of the 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 incorporation by reference of our report dated April
6, 1998, on our audit of the Statement of Revenue and Certain Expenses for the
McGarvey Portfolio, of our report dated March 29, 1998, on our audit of the
Statement of Revenue and Certain Expenses for 500 West Putnam, of our report
dated March 27, 1998, on our audit of the Statement of Revenue and Certain
Expenses for Mountainview, of our report dated March 30, 1998, on our audit of
the Statement of Revenue and Certain Expenses for Cielo Center, of our report
dated April 8, 1998, on our audit of the Statement of Revenue and Certain
Expenses for the Pacifica Portfolio, of our report dated May 29, 1998, on our
audit of the Statement of Revenue and Certain Expenses for 500 College Road, of
our report dated May 29, 1998, on our audit of the Statement of Revenue and
Certain Expenses for the D.C. Portfolio, of our report dated May 30, 1998, on
our audit of the Statement of Revenue and Certain Expenses for 400 South
Colorado, and of our report dated June 4, 1998, on our audit of the Statement of
Revenue and Certain Expenses for 3600 S. Yosemite, appearing in Mack-Cali Realty
Corporation's Current Report on Form 8-K dated June 12, 1998.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Schonbraun Safris McCann Bekritsky & Co., LLC
Schonbraun Safris McCann Bekritsky & Co., LLC
Roseland, New Jersey
December 15, 1998
