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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MACK-CALI REALTY CORPORATION
(Exact name of registrant as specified in its Charter)
Maryland 22-3305147
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(State of Incorporation) (I.R.S. Employer
Identification No.)
11 Commerce Drive, Cranford, New Jersey 07016
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(Address of principal executive offices) (Zip Code)
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
001-13274
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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Preferred Share Purchase Rights The New York Stock Exchange
The Pacific Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On June 10, 1999, the Board of Directors of Mack-Cali Realty
Corporation (the "Company") authorized a dividend distribution (the
"Distribution") of one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $0.01 per share (the "Common
Shares"), of the Company. The dividend is payable on July 6, 1999 (the "Record
Date"), to the stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-thousandth (1/1000) of a
share of Series A Junior Participating Preferred Stock, par value $.01 per share
(the "Preferred Shares"), of the Company at a price of $100.00 per one
one-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a
Shareholder Rights Agreement (the "Rights Agreement"), dated as of July 6, 1999,
by and between the Company and ChaseMellon Shareholder Services, LLC, as rights
agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Shares
certificates representing shares then outstanding, and no separate Rights
certificates will be distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier of (i) ten calendar
days following the date (the "Shares Acquisition Date") of public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial ownership of
fifteen percent (15%) or more of the outstanding Common Shares or (ii) ten
calendar days (or such later date as may be determined by action of the Board of
Directors prior to the time any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or public announcement of an
intent to commence, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of fifteen percent
(15%) or more of the outstanding Common Shares (the earlier of such dates being
called the "Distribution Date"). Until the Distribution Date, the Rights will be
evidenced by the Common Share certificates and will be transferred with and only
with such Common Share certificates. New Common Share certificates issued after
the Record Date will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date, the surrender for transfer of any
certificates representing outstanding Common Shares also will transfer the
Rights associated with the Common Shares represented by such certificate. Any
person or group owning in excess of 15% of the outstanding Common Shares as of
July 6, 1999, shall only trigger the effects referred to above if such person
increases its ownership of Common Shares to 10% or more greater than the
beneficial ownership of Common Shares of such Person on such date.
As soon as practicable following the Distribution Date, separate
certificates representing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will represent the
Rights.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on July 6, 2009 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or the Right Certificates
are earlier redeemed or exchanged by the Company, as described below. Each Right
generally will entitle the holder to purchase one one-thousandth (1/1,000th) of
a Preferred Share of the Company at a price of $100.00.
In the event that, following the Distribution Date, any person or group
becomes an Acquiring Person, each holder of a Right will thereafter have the
right to receive, upon exercise, Common Shares having a market value equal to
two times the Purchase Price of the Right. Notwithstanding any of the foregoing,
once any person or group becomes an Acquiring Person, all Rights that are or
were beneficially owned by any such Acquiring Person will be null and void.
For example, at an exercise price of $100.00 per Right, each Right not
owned by an Acquiring Person would entitle its holder to purchase $200.00 worth
of Common Stock for $100.00. Assuming that the Common Stock had a per share
value of $40.00 on the date upon which such person or group became an Acquiring
Person, the holder of each valid right would be entitled to purchase five (5)
shares of Common Stock for $100.00.
In the event that, following the Distribution Date, (i) the Company is
acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation, or (ii) 50% or more of the Company's
consolidated assets or earning power is sold or transferred, then each holder of
a Right (except Rights which previously have been voided as set forth in the
preceding paragraph) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
Purchase Price of the Right.
The Purchase Price payable, and the number of Preferred Shares (or
Common Shares) issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the Preferred Shares, (ii)
upon the grant to holders of the Preferred Shares of certain rights or warrants
to subscribe for the purchase of Preferred Shares or convertible securities at
less than the current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular quarterly cash dividends or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until the time at which cumulative adjustments require an adjustment of
at least 1% in such Purchase Price. No fractional Preferred Shares will be
issued (other than fractional shares which are integral multiples of one
one-thousandth of a Preferred Share) and, in lieu
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thereof, an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading date prior to the date of exercise.
At any time after any person or group becomes an Acquiring Person, the
Board of Directors may cause the Company to exchange the Rights (other than
Rights owned by the Acquiring Person which shall have become void), in whole or
in part, at an exchange ratio of one Common Share per Right (subject to
adjustment).
At any time prior to the earlier of (i) the close of business on the
tenth calendar day following the Shares Acquisition Date (or if the Shares
Acquisition Date shall have occurred prior to the Record Date, the close of
business on the tenth day following the Record Date) or (ii) the Final
Expiration Date, the Board of Directors of the Company may cause the Company to
redeem the Rights in whole, but not in part, at a price of $.0l per Right (the
"Redemption Price"). Under certain circumstances set forth in the Rights
Agreement, the decision to redeem shall require that there be Continuing
Directors (as defined below) in office and that a majority of the Continuing
Directors approve such decision. Immediately upon the action of the Board of
Directors of the Company electing to redeem the Rights, with, if required, the
concurrence of the Continuing Directors, the Company shall make announcement
thereof, and upon such action, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
Until a Right is exercised or exchanged, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The term "Continuing Director" means any member of the Board of
Directors of the Company, while such Person is a member of the Board of
Directors, who (i) is not (A) an Acquiring Person or an Affiliate or Associate
of an Acquiring Person or (B) a representative or nominee of an Acquiring Person
or of any such Affiliate or Associate or (C) any Person elected to the Board of
Directors as a result of a proxy solicitation or initiative referred to in
Section 23(b); and (ii) either (A) was a member of the Board of Directors
immediately prior to the time any Person becomes an Acquiring Person or (B)
subsequently becomes a member of the Board of Directors, if such Person's
nomination for election or election to the Board of Directors is recommended or
approved by a majority of the Continuing Directors.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of one one-thousandth percent (.001%) and the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by
any person or group (other than Acquiring Persons) and (ii) ten percent (10%),
except that from and after such time as any person or group becomes an Acquiring
Person no such amendment may adversely affect the interests of the holders of
the Rights.
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The foregoing description of the Rights is qualified in its entirety by
reference to the Rights Agreement which is attached as an exhibit to this Form
8-A.
ITEM 2. EXHIBITS
The Rights Agreement, dated as of July 6, 1999, between Mack-Cali
Realty Corporation and ChaseMellon Shareholder Services, LLC, as Rights Agent
(including as Exhibit A thereto, the Form of Articles Supplementary of Series A
Junior Participating Preferred Stock; as Exhibit B thereto, the Form of Rights
Certificate; and as Exhibit C thereto, the Summary of Rights to Purchase
Preferred Stock).
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
Date: September 24, 1999
MACK-CALI REALTY CORPORATION
By: /s/ Roger W. Thomas
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Name: Roger W. Thomas
Title: Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Exhibit
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* 1 Rights Agreement, dated as of July 6, 1999, between
Mack-Cali Realty Corporation and ChaseMellon Shareholder
Services, LLC, as Rights Agent (including as Exhibit A
thereto, the Form of Articles Supplementary of Series A
Junior Participating Preferred Stock; as Exhibit B thereto,
the Form of Rights Certificate; and as Exhibit C thereto,
the Summary of Rights to Purchase Preferred Stock).
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* Previously filed
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