AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MACK-CALI REALTY CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 22-3305147
(State or other jurisdiction (I.R.S. Employer
of incorporation or Organization) Identification No.)
11 COMMERCE DRIVE, CRANFORD, NEW JERSEY, 07016
(Address of principal executive offices, including zip code)
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COPIES TO
Mitchell E. Hersh Blake Hornick, Esq.
Chief Executive Officer Pryor Cashman Sherman & Flynn LLP
Mack-Cali Realty Corporation 410 Park Avenue
11 Commerce Drive New York, New York 10022
Cranford, New Jersey (212) 421-4100
(908) 272-8000
(Names, addresses and telephone numbers of agents for service)
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Approximate date of commencement of proposed sale of the securities to the
public:
From time to time after the registration statement becomes effective.
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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. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PER UNIT PRICE REGISTRATION FEE
Common Stock ($0.01 par value)..... 122,062 $26.99 $3,294,453.38 $823.61
* Estimated, in accordance with Rule 457(c), solely for the purpose of
calculating the registration fee. The Proposed Maximum Offering Price Per
Share represents the average of the high and low prices of our common stock
as reported by the New York Stock Exchange on March 15, 2001
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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, AS AMENDED, 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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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 will, 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
PAGE
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AVAILABLE INFORMATION....................................... 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 4
INFORMATION ABOUT US........................................ 5
USE OF PROCEEDS............................................. 5
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.............. 6
SELLING SHAREHOLDERS........................................ 6
PLAN OF DISTRIBUTION........................................ 8
DESCRIPTION OF SECURITIES TO BE REGISTERED.................. 9
LEGAL MATTERS............................................... 11
EXPERTS..................................................... 11
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PROSPECTUS
MACK-CALI REALTY CORPORATION
122,062 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. This prospectus covers
the resale of shares of our common stock by certain persons listed in this
prospectus as our selling shareholders. They are offering and selling up to
122,062 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
March 15, 2001, was $26.90 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 , 2001
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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, 2000;
(2) Our Current Report on Form 8-K (File No. 1-13274) dated February 22,
2001; and
(3) The description of our common stock and the description of certain
provisions of the laws of the State of Maryland and our charter 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 "UNITS," REFER TO THE UNITS 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 March 15, 2001 our portfolio consisted of 267 properties, aggregating
approximately 28.5 million square feet, plus developable land. Our properties
are comprised of (a) 258 wholly-owned or company-controlled properties
consisting of 156 office buildings and 89 office/flex buildings (properties
whose square footage predominantly consist of office space, a part of which is
utilized as warehouse space), totaling approximately 26.7 million square feet,
six industrial/warehouse buildings aggregating approximately 387,400 square
feet, two multi-family residential complexes consisting of 451 units, two
stand-alone retail properties and three land leases and (b) eight office
buildings and one office/flex building, aggregating approximately 1.4 million
square feet, owned by unconsolidated joint ventures in which we have investment
interests. As of December 31, 2000, our office, office/flex and
industrial/warehouse properties not owned by unconsolidated joint ventures were
approximately 96.8% leased to over 2,400 tenants. Our properties currently are
located in 11 states, primarily in the northeast, plus the District of Columbia.
Our strategy has been to focus our acquisition, operation and development of
office properties in markets and sub-markets where we believe we are, or can
become, a significant and preferred owner and operator. 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. We will continue this strategy by
expanding, through acquisitions and/or development, in northeast markets and
sub-markets where we have, or can achieve, similar status. Management believes
that the recent trend towards increasing rental rates in our sub-markets
continues to present opportunities for internal growth. Management also believes
that its 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.
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.
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INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our charter 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.
THE 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. We are registering for the ten
selling shareholders the resale of an aggregate of 122,062 shares of our common
stock, which we will issue to such selling shareholders upon their redemption of
122,062 common units for an equal number of shares of our common stock in
accordance with the terms described in this section of the prospectus.
In connection with our acquisition of a 0.1% interest in a joint venture
with G&G Martco, we issued 437 common units to one of the selling shareholders.
In connection with our acquisition of 28.1 acres of vacant land located in
Roseland, New Jersey, we issued 121,624 common units to eight of the selling
shareholders. In connection with our use of a New Jersey broker of record, we
issued one common unit 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) 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 our election, 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 March 15, 2001, (1) the name of each
selling shareholder, (2) the number of shares of our common stock owned by each
selling shareholder, (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 that the selling shareholders would own if they sold all
their shares registered by this prospectus. We have not issued any shares of our
common stock underlying the selling shareholders' units offered by this
prospectus 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.
Since 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
NUMBER OF SHARES OF
NUMBER OF SHARES COMMON STOCK
OF COMMON STOCK UNDERLYING COMMON NUMBER OF SHARES
HELD PRIOR TO UNITS TO BE OF COMMON STOCK
THIS REGISTERED BY THIS TO BE OWNED AFTER
NAME OFFERING (1) PROSPECTUS THIS OFFERING (1)(2)
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Angela Cali................................ 80,273 16,751(3) 63,522
Joanne Cali................................ 80,274 16,751(4) 63,523
John R. Cali............................... 589,006 16,751(5) 572,255
The Lawrence and Maria Feldman Trust....... 48,079 437 47,642
Gary Seminara.............................. 18,866 4,927 13,939
Gloria Seminara............................ 104,313 9,998 94,315
Jonna Cali................................. 66,481 14,569 51,912
Christopher Cali........................... 76,454 16,751 59,703
Susan Sandson.............................. 109,709 25,126 84,583
Louis Amalfitano........................... 1,201 1 1,200
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(1) Includes shares of common stock underlying common units, vested options to
purchase common stock and common stock.
(2) Assumes all shares of common stock registered by this prospectus are sold.
(3) 16,751 units were originally issued to the Angelo R. Cali 1975 Trust f/b/o
Angela Cali and were transferred to Angela R. Cali upon the dissolution of
said trust on March 7, 2000.
(4) 16,751 units were originally issued to Angelo R. Cali 1975 Trust f/b/o
Joanne Cali and were transferred to Joanne Cali upon the dissolution of said
trust on March 7, 2000.
(5) 16,751 units were originally issued to Angelo R. Cali 1975 Trust f/b/o John
R. Cali and were transferred to John R. Cali upon the dissolution of said
trust on March 7, 2000.
No selling shareholder will own one percent or more of our common stock
after completion of the offering.
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.
NAME RELATIONSHIP WITH US, OUR PREDECESSORS AND AFFILIATES
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John R. Cali John R. Cali has served as a member of our Board of
Directors and as a member of the Executive Committee
of our Board of Directors since June 2000. Mr. Cali
served as our Executive Vice President-Development
until June 2000, and as our Chief Administrative
Officer until December 1997.
Gary Seminara Gary Seminara served as one of our Property Managers
from October 25, 1995 until August 3, 1999.
Louis Amalfitano Louis Amalfitano has served as one of our Directors
of Leasing since November 18, 1999.
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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 their transferees 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
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broker-dealer(s), where applicable; (5) that such broker-dealer(s) did not
conduct any investigation to 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 $28,823.61.
DESCRIPTION OF SECURITIES TO BE REGISTERED
AUTHORIZED CAPITAL STOCK
Pursuant to our charter, 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 March 15, 2001, 56,875,313 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 charter regarding the restrictions on
transfer of such stock, discussed in "Restrictions on Transfer" below.
9
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 charter, 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. Equiserve Trust Company, N.A. 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, by virtue of the application of constructive ownership rules,
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 must beneficially own our capital stock during at
least 335 days of a taxable year of 12 months or during a proportionate
part of a shorter taxable year of less than 12 months.
Further, under our charter, 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 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.
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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:
- result in such transferee beneficially owning shares of capital stock in
excess of the Ownership Limit;
- result in our capital stock being owned, directly or indirectly, 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 (including any beneficial
owner whose shares are held of record by another person as nominee for such
beneficial owner, as well as any such nominee with respect to such beneficial
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 certain
information specified in our charter no later than January 30 following the end
of each of our years. In addition, every beneficial owner of our capital stock
and each person (including a stockholder of record) who is holding capital stock
for a beneficial owner of our capital stock must, upon our demand, provide to us
such information that we may request, in good faith, to determine the effect of
our beneficial owners' 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, 2000, 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.
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MACK-CALI REALTY CORPORATION
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122,062 SHARES
COMMON STOCK
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PROSPECTUS
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, 2001
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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:
Registration Fee............................................ $ 823.61
Legal Fees and Expenses..................................... $15,000.00
Accounting Fees and Expenses................................ $10,000.00
Miscellaneous............................................... $ 3,000.00
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Total....................................................... $28,823.61
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our officers and directors are indemnified under Maryland law, our charter
and the Second Amended and Restated Agreement of Limited Partnership of
Mack-Cali Realty, L.P., as amended (the "Partnership Agreement of the Operating
Partnership"), against certain liabilities. Our charter authorizes us, and our
by-laws 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 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 charter 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 charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to such
corporation and its stockholders for money damages, with specified exceptions.
The MGCL does not, however, permit the liability of directors and officers to a
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 charter contains a provision
consistent with the MGCL. No amendment of our charter 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 charter, and
limits the liability of us and our officers and directors to Mack-Cali Realty,
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L.P. and its partners to the same extent liability of our officers and directors
to our stockholders is limited under our charter.
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 our charter
and our 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.
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
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(1) Incorporated herein by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-3 filed with the Securities and Exchange
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.
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
II-2
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.
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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 Cranford, State of New Jersey on this 16th day of
March, 2001.
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MITCHELL E. HERSH Chief Executive Officer and March 16, 2001
--------------------------------- Director
Mitchell E. Hersh
Executive Vice President, March 16, 2001
/s/ BARRY LEFKOWITZ Chief Financial Officer
--------------------------------- and Chief Accounting
Barry Lefkowitz Officer
/s/ WILLIAM L. MACK Chairman of the Board March 16, 2001
---------------------------------
William L. Mack
/s/ JOHN J. CALI Chairman Emeritus March 16, 2001
---------------------------------
John J. Cali
/s/ BRENDAN T. BYRNE Director March 16, 2001
---------------------------------
Brendan T. Byrne
/s/ JOHN R. CALI Director March 16, 2001
---------------------------------
John R. Cali
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ NATHAN GANTCHER Director March 16, 2001
---------------------------------
Nathan Gantcher
/s/ MARTIN D. GRUSS Director March 16, 2001
---------------------------------
Martin D. Gruss
/s/ EARLE I. MACK Director March 16, 2001
---------------------------------
Earle I. Mack
/s/ ALAN G. PHILIBOSIAN Director March 16, 2001
---------------------------------
Alan G. Philibosian
/s/ IRVIN D. REID Director March 16, 2001
---------------------------------
Irvin D. Reid
/s/ VINCENT TESE Director March 16, 2001
---------------------------------
Vincent Tese
/s/ ROBERT F. WEINBERG Director March 16, 2001
---------------------------------
Robert F. Weinberg
/s/ ROY J. ZUCKERBERG Director March 16, 2001
---------------------------------
Roy J. Zuckerberg
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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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
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(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.