<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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: September 21, 2000
(date of earliest event reported)
MACK-CALI REALTY CORPORATION
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
MARYLAND
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
<TABLE>
<S> <C>
1-13274 22-3305147
-------------------------------------- --------------------------------------
(Commission File No.) (I.R.S. Employer
Identification No.)
</TABLE>
11 COMMERCE DRIVE, CRANFORD, NEW JERSEY 07016
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(908) 272-8000
------------
(Registrant's telephone number, including area code)
N/A
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS
On September 22, 2000, Mack-Cali Realty Corporation, a Maryland corporation
(the "Company"), and Prentiss Properties Trust, a Maryland real estate
investment trust ("Prentiss"), announced that they had mutually agreed to
terminate the Agreement and Plan of Merger (the "Merger Agreement") dated as of
June 27, 2000 among the Company, Mack-Cali Realty, L.P., a Delaware limited
partnership of which the Company is the sole general partner ("Mack-Cali
Partnership"), 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"). In connection
with such termination, the Company deposited $25 million into escrow for the
benefit of Prentiss and Prentiss Partnership.
The Company and Prentiss also announced that they had simultaneously
consummated a purchase and sale transaction whereby the Company sold to Prentiss
its approximately 270,000 square foot Cielo Center property located in Austin,
Texas for a purchase price of $47,175,000.
In connection with the foregoing, the Company hereby files the following
documents.
ITEM 7.
Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
<TABLE>
<S> <C>
10.1 Termination and Release Agreement, dated September 21, 2000,
by and among Mack-Cali Realty Corporation, Mack-Cali Realty,
L.P., Prentiss Properties Trust and Prentiss Properties
Acquisition Partners, L.P.
10.2 Escrow Agreement, dated September 21, 2000, by and among
Mack-Cali Realty Corporation, Mack-Cali Realty, L.P.,
Prentiss Properties Trust, Prentiss Properties Acquisition
Partners, L.P. and Chicago Title Insurance Company, as
escrow agent.
10.3 Purchase and Sale Contract, dated September 21, 2000, by and
between Mack-Cali Texas Property L.P. and Prentiss
Properties Acquisition Partners, L.P.
99.1 News Releases dated September 22, 2000.
</TABLE>
2
<PAGE>
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.
<TABLE>
<S> <C> <C>
MACK-CALI REALTY, CORPORATION
Date: September 22, 2000 By: /s/ ROGER W. THOMAS
-----------------------------------------
Roger W. Thomas
Executive Vice President, General Counsel
and Secretary
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DOCUMENT
------- --------
<S> <C>
10.1 Termination and Release Agreement, dated September 21, 2000,
by and among Mack-Cali Realty Corporation, Mack-Cali Realty,
L.P., Prentiss Properties Trust and Prentiss Properties
Acquisition Partners, L.P.
10.2 Escrow Agreement, dated September 21, 2000, by and among
Mack-Cali Realty Corporation, Mack-Cali Realty, L.P.,
Prentiss Properties Trust, Prentiss Properties Acquisition
Partners, L.P. and Chicago Title Insurance Company, as
escrow agent.
10.3 Purchase and Sale Contract, dated September 21, 2000, by and
between Mack-Cali Texas Property L.P. and Prentiss
Properties Acquisition Partners, L.P.
99.1 News Releases dated September 22, 2000.
</TABLE>
4
