FILED PURSUANT TO RULE 424(B)(2)
REGISTRATION STATEMENT 333-57194
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 April 3, 2001
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....................................... 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 3
INFORMATION ABOUT US........................................ 4
USE OF PROCEEDS............................................. 4
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.............. 5
SELLING SHAREHOLDERS........................................ 5
PLAN OF DISTRIBUTION........................................ 7
DESCRIPTION OF SECURITIES TO BE REGISTERED.................. 8
LEGAL MATTERS............................................... 10
EXPERTS..................................................... 10
2
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
Attention: 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.
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)
- ---- ---------------- ------------------- --------------------
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
- ------------------------------
(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
- ---- -----------------------------------------------------
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.
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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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APRIL 3, 2001
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