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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report: June 27, 2000
(date of earliest event reported)
MACK-CALI REALTY CORPORATION
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(Exact name of Registrant as specified in its charter)
MARYLAND
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(State or other jurisdiction of incorporation)
1-13274 22-3305147
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(Commission File No.) (I.R.S. Employer
Identification No.)
11 COMMERCE DRIVE, CRANFORD, NEW JERSEY 07016
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(Address of Principal Executive Offices) (Zip Code)
(908) 272-8000
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On June 27, 2000, Mack-Cali Realty Corporation, a Maryland corporation
(the "Company"), Mack-Cali Realty, L.P., a Delaware limited partnership of which
the Company is the sole general partner ("Mack-Cali Partnership"), Prentiss
Properties Trust, a Maryland real estate investment trust ("Prentiss"), and
Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership
of which Prentiss (through a wholly-owned direct subsidiary) is the sole general
partner ("Prentiss Partnership"), entered into an Agreement and Plan of Merger
(the "Merger Agreement"). The Merger Agreement provides for a merger of Prentiss
with and into the Company (the "Merger"), with the Company being the surviving
corporation and, immediately prior to the Merger, a merger of Prentiss
Partnership with and into Mack-Cali Partnership (or a limited liability company
or limited partnership owned entirely directly or indirectly by Mack-Cali
Partnership) (the "Partnership Merger" and, together with the Merger, the
"Mergers").
Under the terms of the Merger Agreement, Prentiss common shares will be
exchanged for the Company's common shares at a fixed exchange ratio of 0.956.
The exchange ratio is not subject to change based on changes in the market
prices of either company's common stock and there is no "collar" for the
exchange ratio.
Subject to certain conditions, including, without limitation, applicable
approval from the shareholders of both the Company and Prentiss, the Company
expects to consummate the Mergers in the fourth quarter of 2000.
To prevent the triggering of the Company's Amended and Restated
Shareholder Rights Agreement dated as of March 7, 2000 (the "Rights Agreement"),
in connection with the Mergers the Company amended its Rights Agreement. This
amendment is filed herewith as Exhibit 4.1 and incorporated herein by reference.
A description of the Mergers is contained in the June 28, 2000 press
release by the Company, filed as Exhibit 99.1 to the Form 8-K of the Company
dated June 27, 2000, and incorporated herein by reference. The Merger
Agreement is filed herewith as Exhibit 2.1 and incorporated herein by
reference.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of June 27, 2000, among
Mack-Cali Realty Corporation, Mack-Cali Realty, L.P., Prentiss
Properties Trust and Prentiss Properties Acquisition Partners,
L.P.
4.1 Amendment No. 1 to the Amended and Restated Shareholder Rights
Agreement, dated as of June 27,
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2000, by and among Mack-Cali Realty Corporation and Equiserve
Trust Company, N.A.
10.1 Voting Agreement, dated as of June 27, 2000, by and between
Michael V. Prentiss, Santo Bisignano, Jr., as trustee of PEP
Grantor Retained Annuity Trust and as trustee of MBP Grantor
Retained Annuity Trust and as trustee of KAP Grantor Retained
Annuity Trust and Mack-Cali Realty Corporation.
10.2 Voting Agreement, dated June 27, 2000, by and between Thomas
F. August, Richard J. Bartel, as trustee of TFA Grantor
Retained Annuity Trust and as trustee of MJA Grantor Retained
Annuity Trust and Mack-Cali Realty Corporation.
10.3 Voting Agreement, dated June 27, 2000, by and between William
L. Mack, Mitchell E. Hersh, Earle Mack, Fredric Mack and David
Mack and Prentiss Properties Trust.
10.4 Employment Agreement dated as of June 27, 2000, by and between
Michael V. Prentiss and Mack-Cali Realty Corporation.
10.5 Stock Purchase Agreement dated as of June 27, 2000, by and
between Mitchell E. Hersh and Ampulla, L.L.C.
99.1 News Release relating to the Mergers dated June 28, 2000
(filed as Exhibit 99.1 to the Company's Form 8-K dated June
27, 2000 and incorporated herein by reference).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MACK-CALI REALTY CORPORATION
Date: July 14, 2000 By: /s/ ROGER W. THOMAS
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Roger W. Thomas
Executive Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit Document
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2.1 Agreement and Plan of Merger, dated as of June 27, 2000, among
Mack-Cali Realty Corporation, Mack-Cali Realty, L.P., Prentiss
Properties Trust and Prentiss Properties Acquisition Partners,
L.P.
4.1 Amendment No. 1 to the Amended and Restated Shareholder Rights
Agreement, dated as of June 27, 2000, by and among Mack-Cali
Realty Corporation and Equiserve Trust Company, N.A.
10.1 Voting Agreement, dated as of June 27, 2000, by and between
Michael V. Prentiss, Santo Bisignano, Jr., as trustee of PEP
Grantor Retained Annuity Trust and as trustee of MBP Grantor
Retained Annuity Trust and as trustee of KAP Grantor Retained
Annuity Trust and Mack-Cali Realty Corporation.
10.2 Voting Agreement, dated June 27, 2000, by and between Thomas
F. August, Richard J. Bartel, as trustee of TFA Grantor
Retained Annuity Trust and as trustee of MJA Grantor Retained
Annuity Trust and Mack-Cali Realty Corporation.
10.3 Voting Agreement, dated June 27, 2000, by and between William
L. Mack, Mitchell E. Hersh, Earle Mack, Fredric Mack and David
Mack and Prentiss Properties Trust.
10.4 Employment Agreement dated as of June 27, 2000, by and between
Michael V. Prentiss and Mack-Cali Realty Corporation.
10.5 Stock Purchase Agreement dated as of June 27, 2000, by and
between Mitchell E. Hersh and Ampulla, L.L.C.
99.1 News Release relating to the Mergers dated June 28, 2000
(filed as Exhibit 99.1 to the Company's Form 8-K dated June
27, 2000 and incorporated herein by reference).
