<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1999
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
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:
JONATHAN A. BERNSTEIN, ESQ.
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)......................... 1,369,902 shares $32.1250 $44,008,101.75 $13,335.79
</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 June 3, 1999.
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>
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 , 1999
<PAGE>
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
-----
<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>
2
<PAGE>
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.
3
<PAGE>
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.
4
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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.
5
<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 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.
6
<PAGE>
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
---------- ----------------- ----------
---------- ----------------- ----------
</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>
7
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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>
8
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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
9
<PAGE>
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.
10
<PAGE>
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
11
<PAGE>
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
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MACK-CALI REALTY CORPORATION
1,369,902 SHARES
COMMON STOCK
--------------
PROSPECTUS
--------------
, 1999
- ------------------------------------------------------------
- ------------------------------------------------------------
<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................................................ $13,335.79
Legal Fees and Expenses......................................... 15,000.00
Accounting Fees and Expenses.................................... 10,000.00
Miscellaneous................................................... 3,000.00
---------
Total........................................................... $41,335.79
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our officers and directors are indemnified under Maryland law, the Articles
of Incorporation and the Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, as amended (the "Partnership Agreement
of the Operating Partnership"), 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 the Operating Partnership also provides for
indemnification of us and our officers and directors to the same extent
indemnification is provided to our officers and directors in our Articles of
Incorporation, and limits the liability of us and our officers and directors to
II-1
<PAGE>
the Operating Partnership 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 the Operating
Partnership, it provides greater assurance to directors and officers that
indemnification will be available, because, as a contract, it cannot be modified
unilaterally in the future by the Board of Directors or by the stockholders to
eliminate the rights it provides.
ITEM 16. EXHIBITS.
<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
</TABLE>
- ------------------------
(1) Incorporated herein by reference to Exhibit 4.1 to the Company's
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.
(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.
II-2
<PAGE>
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 4th day of June,
1999.
MACK-CALI REALTY CORPORATION
BY: /S/ MITCHELL E. HERSH
-----------------------------------------
MITCHELL E. HERSH
Chief Executive Officer
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/ MITCHELL E. HERSH Chief Executive Officer and
- ------------------------------ Director June 4, 1999
MITCHELL E. HERSH
/s/ BARRY LEFKOWITZ Executive Vice President
- ------------------------------ and Chief Financial June 4, 1999
BARRY LEFKOWITZ Officer
/s/ JOHN J. CALI Chairman of the Board
- ------------------------------ June 4, 1999
JOHN J. CALI
/s/ WILLIAM L. MACK Director
- ------------------------------ June 4, 1999
WILLIAM L. MACK
/s/ MARTIN S. BERGER Director
- ------------------------------ June 4, 1999
MARTIN S. BERGER
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
<C> <S> <C>
/s/ BRENDAN T. BYRNE Director
- ------------------------------ June 4, 1999
BRENDAN T. BYRNE
/s/ BRANT CALI Director
- ------------------------------ June 4, 1999
BRANT CALI
/s/ NATHAN GANTCHER Director
- ------------------------------ June 4, 1999
NATHAN GANTCHER
/s/ MARTIN D. GRUSS Director
- ------------------------------ June 4, 1999
MARTIN D. GRUSS
/s/ EARLE I. MACK Director
- ------------------------------ June 4, 1999
EARLE I. MACK
/s/ ALAN G. PHILIBOSIAN Director
- ------------------------------ June 4, 1999
ALAN G. PHILIBOSIAN
/s/ IRVIN D. REID Director
- ------------------------------ June 4, 1999
IRVIN D. REID
/s/ VINCENT TESE Director
- ------------------------------ June 4, 1999
VINCENT TESE
/s/ ROY J. ZUCKERBERG Director
- ------------------------------ June 4, 1999
ROY J. ZUCKERBERG
</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
</TABLE>
- ------------------------
(1) Incorporated herein by reference to Exhibit 4.1 to the Company's
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]
June 4, 1999
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
1,369,902 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]
June 4, 1999
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
1,369,902 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, 1998 and the character and amount of
distributions made with respect to its taxable year ended December 31, 1998, and
the representations similarly made with respect to prior years of the Company.
We note that for its taxable years ending December 31, 1996 and December 31,
1997, the Company elected to treat dividends declared in January 1997 and
January 1998, respectively, as having been paid during its 1996 and 1997 taxable
years pursuant to Section 858 of the Internal Revenue Code. We have neither
independently investigated nor verified such representations, and we assume
<PAGE>
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 Internal Revenue 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 Internal Revenue Code.
The opinion expressed herein is based upon the Internal Revenue 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 Internal Revenue 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 23, 1999, appearing in Mack-Cali Realty Corporation's
Annual Report on Form 10-K for the year ended December 31, 1998. We also consent
to the reference to us under the heading "Experts" in such Prospectus.
PricewaterhouseCoopers LLP
New York, New York
June 4, 1999
