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FILED PURSUANT TO RULE 424(B)(2)
REGISTRATION NO. 333-80077
PROSPECTUS
MACK-CALI REALTY CORPORATION
1,369,902 SHARES
COMMON STOCK
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
1,369,902 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
June 3, 1999, was $32.1250 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 June 15, 1999
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We have not authorized any person to give any information or to make any
representations other than those contained or incorporated by reference in this
prospectus, and, if given or made, you must not rely upon such information or
representations as having been authorized. This prospectus does not constitute
an offer to sell or the solicitation of an offer to buy any securities other
than the securities described in this prospectus or an offer to sell or the
solicitation to buy such securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this prospectus nor any sale
made under this prospectus shall, under any circumstances, create any
implication that there has been no change in our affairs since the date of this
prospectus or that the information contained or incorporated by reference in
this prospectus is correct as of any time subsequent to the date of such
information.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
AVAILABLE INFORMATION...................................................................................... 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................................................ 3
INFORMATION ABOUT US....................................................................................... 4
USE OF PROCEEDS............................................................................................ 5
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES............................................................. 5
SELLING SHAREHOLDERS....................................................................................... 6
PLAN OF DISTRIBUTION....................................................................................... 9
DESCRIPTION OF SECURITIES TO BE REGISTERED................................................................. 11
LEGAL MATTERS.............................................................................................. 12
EXPERTS.................................................................................................... 12
</TABLE>
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AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the Securities and Exchange Commission's public
reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the Securities and Exchange 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
Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 or obtain copies of such documents from the Securities and Exchange
Commission's web site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange 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 Securities and Exchange
Commission automatically will update and supersede such information. We
incorporate by reference the documents listed below and any future filings we
make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended:
(1) Our Annual Report on Form 10-K (File No. 1-13274) for the fiscal year
ended December 31, 1998;
(2) Our Quarterly Report on Form 10-Q (File No. 1-13274) for the fiscal
quarter ended March 31, 1999;
(3) Our Current Reports on Form 8-K (File No. 1-13274) dated April 19,
1999 and May 24, 1999;
(4) Our Proxy Statement relating to our Annual Meeting of Stockholders
held on May 19, 1999; 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.
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ALL REFERENCES IN THIS PROSPECTUS TO "WE," "US," OR "OUR" INCLUDE MACK-CALI
REALTY CORPORATION, A MARYLAND CORPORATION, AND ANY SUBSIDIARIES OR OTHER
ENTITIES THAT WE OWN OR CONTROL. ALL REFERENCES TO "MACK-CALI REALTY, L.P." IN
THIS PROSPECTUS INCLUDE MACK-CALI REALTY, L.P., A DELAWARE LIMITED PARTNERSHIP,
AND ANY SUBSIDIARIES OR OTHER ENTITIES THAT IT OWNS OR CONTROLS. 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 US
We are a fully-integrated, self-administered and self-managed real estate
investment trust, or "REIT." We own and operate a portfolio predominantly
comprised of class A office and office/flex properties located primarily in the
Northeast, as well as commercial real estate leasing, management, acquisitions,
development and construction businesses. Mack-Cali Realty, L.P. conducts
substantially all of the operations relating to such properties.
As of May 15, 1999, our portfolio consisted of 253 properties, aggregating
approximately 28.0 million square feet, plus developable land. Included in our
portfolio are 248 wholly-owned properties, aggregating approximately 27.0
million square feet, plus developable land. Our properties include (1) 155
office properties aggregating approximately 22.6 million square feet; (2) 80
office/flex properties (properties whose square footage predominantly consist of
office space, a part of which is utilized as warehouse space) aggregating
approximately 4.0 million square feet; (3) six industrial/ warehouse properties
aggregating approximately 387,400 square feet; (4) two multi-family residential
properties consisting of 453 units; (5) two stand-alone retail properties; and
(6) three land leases. In addition, we also have ownership interests in
unconsolidated joint ventures which own four office properties and one
office/flex property, aggregating approximately 1.0 million square feet.
We believe that our properties have excellent locations and access and that
we effectively maintain and professionally manage them. 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 March
31, 1999, our properties were approximately 96.7 percent leased to over 2,400
tenants. Our properties are located in 12 states, primarily in the Northeast,
and the District of Columbia.
The principals of Cali Associates, the entity to whose business we succeeded
in 1994, have been involved in the development, leasing, management, operation
and disposition of commercial and residential properties in northern and central
New Jersey for over 50 years. These individuals primarily have been focusing on
office building development and acquisitions for the past 20 years. We and our
predecessors have employed our current executive officers for an average of
approximately 10 years. We and our predecessors have extensive development
experience, having developed11.9 million square feet (or 44.4 percent) of our
properties.
Our strategy has been to focus on the acquisition, operation and development
of 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, through acquisitions or development, into markets and sub-markets
where we have, or can achieve, similar status. We believe that the recent trend
toward rising rental and occupancy rates in our markets and sub-markets
continues to present significant opportunities for internal growth. We also may
develop properties in our markets and sub-markets, particularly with a view
towards the development of our vacant land holdings which principally are
located adjacent to our existing properties. We believe that our extensive
market knowledge provides us with a significant competitive advantage which is
further enhanced by our strong reputation for, and emphasis on, delivering
highly responsive, professional management services.
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We also aim to maximize growth in our funds from operations and to enhance
the value of our portfolio through effective management, acquisition and
development strategies, including the following:
- enhancing our reputation as a property operator of choice;
- re-leasing space at higher effective rents with contractual rent
increases;
- emphasizing frequent communication with tenants to ensure first-class
service at our properties;
- maintaining and developing long-term relationships with our diverse tenant
base;
- implementing operating strategies to produce increased effective rental
and occupancy rates and decreased concession and tenant installation
costs; and
- developing or redeveloping space for our diverse base of high credit
tenants.
Consistent with our business and growth strategies, in 1998 we acquired or
placed in service 56 office and office/flex properties, aggregating
approximately 4.9 million square feet, for an aggregate cost of approximately
$686.6 million. During the same time period we also acquired ownership interests
in unconsolidated joint ventures which own an aggregate of five properties
totaling an aggregate of 1.0 million square feet for a net investment of
approximately $66.5 million.
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 and our telephone number is (908) 272-8000. We have an internet
website address at 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 as directors and/or officers. We have been informed
that in the opinion of the Securities and Exchange Commission, our
indemnification of our directors, officers or controlling persons for
liabilities arising under the Securities Act of 1933, as amended, is against
public policy as expressed in the Securities Act, and therefore is
unenforceable.
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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 of limited
partnership interest in Mack-Cali Realty, L.P. and/or their warrants to purchase
common units. We are registering for the 26 selling shareholders an aggregate of
1,369,902 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 section of the prospectus.
In connection with our acquisition of the property portfolio of Pacifica
Holding Company, we issued 685,438 common units to five of the selling
shareholders. In connection with our acquisition of a 49.9% interest in a joint
venture with G&G Martco, we issued 218,105 common units to seven of the selling
shareholders. In connection with our contractual expansion of 5551 West Talavi
Boulevard, we issued 52,245 common units to 13 of the selling shareholders. In
connection with our acquisition of 40 Richards Avenue, we issued 414,114 common
units to one of the selling shareholders.
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 their common units into shares of common stock on a
one-for-one basis after the one year anniversary date of the issuance of the
common units.
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 May 15, 1999, (1) the name of each
selling shareholder, (2) the number of shares of our common stock beneficially
owned by each selling shareholder and underlying each of the selling
shareholder's units of limited partnership interest, (3) the maximum number of
shares of common stock which the selling shareholders can sell pursuant to this
prospectus and (4) the number of shares of common stock underlying units that
the selling shareholders would own if they sold all their shares registered by
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, 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.
This offering will not affect the number of shares of common stock
outstanding or the number of shares or percentage of ownership which persons,
other than the selling shareholders, 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.
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THE SELLING SHAREHOLDERS
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK NUMBER OF SHARES
NUMBER OF SHARES OF UNDERLYING COMMON OF COMMON STOCK
COMMON STOCK UNITS TO BE UNDERLYING
UNDERLYING UNITS REGISTERED BY COMMON UNITS
HELD PRIOR TO THIS THIS TO BE OWNED AFTER THIS
NAME OFFERING(1) PROSPECTUS OFFERING (2)
- ------------------------------------------------- ------------------- ----------------- ----------------------
<S> <C> <C> <C>
ALC Trust........................................ 10,927 10,927 0
Apollo OP Holdings, LLC.......................... 478,783 478,783 0
Madeline Baer.................................... 17,483 17,483 0
Collins Family Trust............................. 81,257 81,257 0
Allen B. Cooper.................................. 21,854 21,854 0
Jane Cooper...................................... 43,709 43,709 0
Frank Di Maria................................... 22,412 551 21,861
Rona Dollinger................................... 115,354 2,899 112,455
Lawrence and Marie Feldman Trust................. 47,642 47,642 0
Laurie Feldman Gregory........................... 65,563 65,563 0
Ralph Henig...................................... 49,225 5,508 43,717
Mitchell E. Hersh................................ 121,424 1,652 119,772
JMC Trust........................................ 10,927 10,927 0
Charles Liggio................................... 9,552 551 9,001
David Mack....................................... 2,789,480 13,309 2,776,171
Fredric Mack..................................... 1,059,997 6,654 1,053,343
Trust F/B/O Richard Mack......................... 491,850 2,868 488,982
Trust F/B/O Stephen Mack......................... 491,850 2,868 488,982
William L. Mack.................................. 3,058,865 14,201 3,044,664
Donald D. MacKenzie.............................. 4,866 4,866 0
Pacifica Holding Company......................... 87,729 87,729 0
Prime Development Group, LLC..................... 414,114 414,114 0
Jeffrey Schotz................................... 14,036 826 13,210
Peter Gajewski and Suzanne Siskel Community
Property Trust................................. 27,259 27,259 0
Siskel Revocable Trust........................... 5,544 5,544 0
Robert Stehr..................................... 18,529 358 18,171
---------- ----------------- ----------
Total............................................ 9,560,231 1,369,902 8,190,329
---------- ----------------- ----------
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</TABLE>
- ------------------------
(1) Includes shares of common stock underlying common units, preferred units and
warrants to purchase common units.
(2) Assumes all shares of common stock registered by this prospectus are sold.
If and when the selling shareholders have 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:
<TABLE>
<CAPTION>
NAME PERCENTAGE OWNERSHIP
- ------------------------------------------------------------------------ -----------------------
<S> <C>
William L. Mack......................................................... 4.98%
David Mack.............................................................. 4.56%
Fredric Mack............................................................ 1.78%
</TABLE>
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Information regarding each 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>
Apollo OP Holdings, LLC................ Apollo OP Holdings, LLC is a subsidiary of Apollo Real Estate Investment
Fund II, L.P. William L. Mack, one of our directors and equity holders,
is a managing partner of Apollo Real Estate Investment Fund II, L.P.
Mitchell E. Hersh...................... Mr. Hersh is our Chief Executive Officer and a member of our Board of
Directors and its Executive Committee. Mr. Hersh served as our President
and Chief Operating Officer from December 1997 through April 19, 1999,
when he became Chief Executive Officer. Prior to joining us in
connection with our acquisition of the Mack organization, Mr. Hersh
served as a partner of the Mack organization since 1982 and as Chief
Operating Officer of the Mack organization since 1990, where he was
responsible for overseeing the development, operations, leasing and
acquisitions of the Mack organization's office and industrial portfolio.
Mr. Hersh is responsible for our strategic direction and long-term
planning.
David Mack............................. Mr. Mack is a member of our Advisory Board. Prior to joining us in
connection with our acquisition of the Mack organization, Mr. Mack
participated in the operation of and had a substantial ownership
interest in the Mack organization.
Fredric Mack........................... Mr. Mack is a member of our Advisory Board. Prior to joining us in
connection with our acquisition of the Mack organization, Mr. Mack
participated in the operation of and had a substantial ownership
interest in the Mack organization.
William L. Mack........................ Mr. Mack is a member of our Board of Directors and chairman of its
Executive Committee. Prior to joining us in connection with our
acquisition of the Mack organization, Mr. Mack served as managing
partner of the Mack organization, where he pioneered the development of
large, Class A office properties and helped to increase the Mack
organization'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. whose investment funds have invested in greater than $10 billion of
various diversified real estate ventures.
</TABLE>
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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
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verify 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 Securities 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 $41,336.
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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 June 1, 1999,
58,432,601 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 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 dividends 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, 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 real estate investment trust under
the Internal Revenue 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 Internal Revenue 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 Internal Revenue 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
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then or in the future jeopardize our status as a real estate investment trust.
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 real estate
investment trust, 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 Internal Revenue Code.
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 Internal Revenue 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 real estate investment
trust.
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, 1998, 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.
12
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MACK-CALI REALTY CORPORATION
1,369,902 SHARES
COMMON STOCK
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PROSPECTUS
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JUNE 15, 1999
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