Filed Pursuant to Rule 424(b)(2)
Registration No. 333-71133
PROSPECTUS
MACK-CALI REALTY CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
5,700,000 SHARES
COMMON STOCK
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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. With this prospectus, we
are offering participation in our Dividend Reinvestment and Stock Purchase Plan
to record holders of common stock, as well as to other interested investors. The
Dividend Reinvestment and Stock Purchase Plan is a simple, convenient and
low-cost means of investing in our common stock.
PLAN HIGHLIGHTS
- You may participate in the Plan if you currently own shares of our common
stock. If you do not own any common stock, you can participate in the Plan
by making your initial investment in our common stock through the Plan
with a minimum initial investment of $2,000.
- Once you are enrolled in the Plan, you may buy additional shares of our
common stock by automatically reinvesting all or a portion of the cash
dividends paid on your shares of common stock.
- Once you are enrolled in the Plan, you may buy additional shares of common
stock by making optional cash investments of $100 to $5,000 per month by
check, money order or automatic deductions from your account at a United
States bank or financial institution. In certain instances, however, we
may permit greater optional cash investments.
Your participation in the Plan is entirely voluntary, and you may terminate
your participation at any time. If you do not elect to participate in the Plan,
you will continue to receive cash dividends, if and when declared by our board
of directors, in the usual manner.
Our shares of common stock are traded on the New York Stock Exchange and the
Pacific Exchange under the ticker symbol "CLI." The closing price of our common
stock on April 30, 2001 was $26.78 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 May 11, 2001.
SUMMARY OF THE PLAN
The following summary of our Dividend Reinvestment and Stock Purchase Plan
may omit certain information that may be important to you. You should carefully
read the entire text of the Plan contained in this prospectus before you decide
to participate in the Plan.
- - Enrollment: You can participate in the Plan if you currently own
shares of our common stock by submitting a completed
Enrollment Authorization Form. You may obtain an
Enrollment Authorization Form from the Plan's
administrator, EquiServe, L.P. Please see Question 6 for
more detailed information.
- - Initial Investment: If you do not own any shares of our common stock, you can
participate in the Plan by making an initial investment in
our common stock through the Plan with a minimum initial
investment of $2,000. Please see Question 5 for more
detailed information.
- - Reinvestment of Dividends: You can reinvest your cash dividends on all or a portion
of your shares of our common stock. You will be able to
purchase additional shares of our common stock by
reinvesting your dividends, without paying fees. Please
see Question 6 for more detailed information.
- - Optional Cash Investments: After you are enrolled in the Plan, you can buy additional
shares of our common stock without paying fees. You can
invest a minimum of $100 up to a maximum of $5,000 in any
one month by check, money order or automatic deductions
from your account at a United States bank or financial
institution. Under certain circumstances, we may approve a
written request to waive the $5,000 per month maximum
amount. Please see Question 6 for more detailed
information.
- - Source of Shares: The administrator of the Plan will purchase shares of our
common stock directly from us as newly issued shares of
common stock, in the open market or in privately
negotiated transactions with third parties. Please see
Question 8 for more detailed information.
- - Purchase Price: Under the Plan, with respect to reinvested dividends and
optional cash investments of $5,000 or less, the purchase
price for shares of our common stock that the
Administrator purchases directly from us initially will
equal 100% of the average of the daily high and low sales
price for a share of our common stock reported by the New
York Stock Exchange on the applicable investment date, or
if no trading occurs in shares of our common stock on the
applicable investment date, the average of the daily high
and low sales prices for the first trading day immediately
preceding the investment date for which trades are
reported. Please see Question 8 for more detailed
information.
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With respect to optional cash investments of greater than
$5,000, the purchase price for newly issued shares of our
common stock that the Administrator purchases directly
from us initially will equal 100% of the average of the
daily high and low sales prices of our common stock
reported by the New York Stock Exchange for the trading
day relating to each investment date, or if no trading
occurs in shares of our common stock on such trading day,
the average of the daily high and low sales prices for the
first trading day immediately preceding the investment
date for which trades are reported, less any discount.
Please see Question 8 for more detailed information.
The purchase price for shares of common stock purchased in
the open market or in privately negotiated transactions
with third parties will equal the price paid for such
shares on the relevant investment date. Please see
Question 8 for more detailed information.
- - Tracking Your Investment: You will receive periodic statements of the transactions
made in your Plan account. These statements will provide
you with details of the transactions and will indicate the
share balance in your Plan account. Please see Question 14
for more detailed information.
- - Administration: EquiServe, L.P. will serve as the administrator of the
Plan. You should send all correspondence with the
administrator to: EquiServe, L.P., P.O. Box 2598, Jersey
City, New Jersey 07303-2598. You may call the
Administrator at (800) 317-4445. Please see Question 4 for
more detailed information.
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TERMS AND CONDITIONS OF THE PLAN
The following constitutes our Dividend Reinvestment and Stock Purchase Plan.
All references in this prospectus to "common stock" refer to our common stock,
par value $.01 per share.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The primary purpose of the Plan is to give holders of record of common stock
and other interested investors a convenient and economical way to purchase and
to reinvest all or a portion of their cash dividends in shares of common stock.
A secondary purpose of the Plan is to provide us another way to raise additional
capital for general corporate purposes through sales of common stock under the
Plan.
PARTICIPATION OPTIONS
2. WHAT ARE MY INVESTMENT OPTIONS UNDER THE PLAN?
Once enrolled in the Plan, you may buy shares of common stock through any of
the following investment options:
- FULL DIVIDEND REINVESTMENT. You may reinvest cash dividends paid on all of
your shares of common stock to purchase additional shares of common stock
if you have at least 50 shares of common stock in your Plan account. This
option also permits you to make optional cash investments from $100 to
$5,000 per month to buy additional shares of common stock.
- PARTIAL DIVIDEND REINVESTMENT. You may reinvest cash dividends paid on a
specified amount of your shares of common stock to purchase additional
shares of common stock if you have at least 50 shares of common stock in
your Plan account. You must elect to reinvest the dividends on at least 50
shares of common stock. We will continue to pay you cash dividends on the
remaining shares of common stock, when and if declared by our board of
directors. This option also permits you to make optional cash investments
from $100 to $5,000 per month to buy additional shares of common stock.
- OPTIONAL CASH INVESTMENTS ONLY. You may make optional cash investments
from $100 to $5,000 per month to buy additional shares of common stock.
You may request, and in certain instances we will approve, a waiver from
us permitting you to make optional cash investments in an amount greater
than $5,000 per month. See Question 10 to learn how to request such a
waiver.
BENEFITS AND DISADVANTAGES
3. WHAT ARE THE BENEFITS AND DISADVANTAGES OF THE PLAN?
BENEFITS
Before deciding whether to participate in the Plan, you should consider the
following benefits of the Plan:
- There are no costs associated with the Plan that you must pay, except for
costs related to your voluntary selling of shares of common stock or
withdrawal from the Plan. Therefore, you will no longer need to pay
brokerage commissions or service fees to purchase common stock. (Please
see the "Plan Service Fees Schedule" attached as Exhibit A for a detailed
description of the costs for which you will be responsible).
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- You will get the convenience of having all or a portion of your cash
dividends automatically reinvested in additional shares of common stock.
Since the Administrator will credit fractional shares of common stock to
your account, you will receive full investment of your dividends and
optional cash investments.
- You will have the option of having your stock certificates held for
safekeeping by the Administrator, insuring your protection against loss,
theft or destruction of the certificates representing your shares of
common stock.
- You will simplify your record keeping by receiving periodic statements
which will reflect all current activity in your account, including
purchases, sales and latest balances.
- You will have the flexibility of making optional cash investments of $100
to $5,000 in any one month to buy additional shares of common stock. You
may make these optional cash investments on a regular or occasional basis.
- At any time, you may direct the Administrator to sell or transfer all or a
portion of the shares of common stock held in your account.
DISADVANTAGES
Before deciding whether to participate in the Plan, you should consider the
following disadvantages of the Plan:
- We may not offer a discount on purchases of common stock made through
dividend reinvestments or optional cash investments, although we reserve
the right to offer any such discount in the future.
- Without giving you prior notice, we may direct the Administrator to buy
shares of common stock under the Plan either directly from us or in the
open market or in privately negotiated transactions with third parties.
- Your reinvestment of cash dividends will result in you being treated for
federal income tax purposes as having received a dividend on the dividend
payment date (to the extent of our earnings and profits). Such dividend
may give rise to a liability for the payment of income tax without
providing you with immediate cash to pay such tax when it becomes due.
- You may not know the actual number of shares of common stock that the
Administrator of the Plan buys for your account until after the applicable
Investment Date (as defined in Question 8).
- Because the Administrator of the Plan will buy shares of common stock for
your account at an average price per share, the price paid for such shares
on any date may be greater than the price at which shares of common stock
are then trading.
- Sales of shares of common stock held in your Plan account may be delayed.
- We will not pay interest on funds that we hold pending reinvestment or
investment.
- You may not pledge shares of common stock deposited in your Plan account
unless you withdraw such shares from the Plan.
ADMINISTRATION
4. WHO WILL ADMINISTER THE PLAN?
ADMINISTRATOR. EquiServe, L.P., a registered transfer agent, or such other
entity as we may designate, will serve as the Administrator of the Plan. The
Administrator (a) acts as your agent,
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(b) keeps records of all Plan accounts, (c) sends your account statements to
you, (d) buys and sells, at your direction, all shares of common stock under the
Plan, and (e) performs other duties relating to the Plan.
You should direct all correspondence and inquiries concerning the Plan to
the Administrator as follows:
BY MAIL:
Mack-Cali Dividend Reinvestment and Stock Purchase Plan
c/o EquiServe, L.P.
P.O. Box 2598
Jersey City, New Jersey 07303-2598
Be sure to include a reference to Mack-Cali Realty Corporation in your
correspondence.
BY TELEPHONE:
Shareholder customer service, including sale of shares:
(800) 317-4445 (within the United States and Canada)
(201) 324-0313 (outside the United States and Canada)
An automated voice response system is available 24 hours a day, seven
days a week.
Customer service representatives are available 8:30 a.m.--7:00 p.m. U.S.
eastern time each business day.
New investors requesting program material should call (888) 632-6848.
This number is available 24 hours a day, seven days a week.
TDD: (201) 222-4955. A telecommunications device for the hearing impaired
is available.
A foreign language service for more than 140 languages is available.
BY INTERNET:
You can obtain information about your Plan account over the Internet. To
gain access, you will be required to use a password which is sent to you
by mail. You also may request your password by calling (877) THE-WEB7
((877) 843-9327).
The Administrator will promptly respond to all messages forwarded on the
Internet. The Administrator's Internet address is www.equiserve.com.
SUCCESSOR TO ADMINISTRATOR. We may replace the Administrator with a
successor Administrator at any time. The Administrator may resign as
Administrator of the Plan at any time. In either such case, we will appoint a
successor Administrator, and will notify you of such change.
PARTICIPATION
For purposes of this section, we generally have based our responses upon the
method by which you hold your shares of common stock. Generally, you either are
a record owner or a beneficial owner. You are a record owner if you own shares
of common stock in your own name. You are a beneficial owner if you own shares
of common stock that are registered in a name other than your own (for example,
the shares are held in the name of a broker, bank or other nominee). If you are
a record owner, you may participate directly in the Plan. If you are a
beneficial owner, you will have to either become a record owner by having one or
more shares transferred into your own name or coordinate your
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participation in the Plan through the broker, bank or other nominee in whose
name your shares are held.
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
You may participate in the Plan if you meet the following requirements:
MINIMUM OWNERSHIP INTEREST. You may directly join the Plan if you are a
registered holder of common stock. If you are a beneficial owner of shares of
common stock and wish to participate in the Plan, you either should (1) direct
your broker, bank or other nominee in whose name your shares are held to
transfer through the direct registration system at least one share of common
stock to your name, using the enclosed Direct Registration Transfer Instruction
Form or (2) arrange with your broker, bank or other nominee in whose name your
shares are held to participate in the Plan on your behalf, using the enclosed
Broker and Nominee Form.
If you are an interested investor who is not yet a shareholder, you
initially can purchase from us at least $2,000 of common stock in order to
participate in the Plan. This initial purchase will enable you to participate in
both the optional cash investment and dividend reinvestment portions of the
Plan. You may purchase shares of common stock pursuant to this paragraph in the
manner set forth in Question 8.
NON-TRANSFERABILITY OF RIGHT TO PARTICIPATE. You may not transfer your
right to participate in the Plan to another person.
FOREIGN LAW RESTRICTIONS. You may not participate in the Plan if it would
be unlawful for you to do so in the jurisdiction where you are a citizen or
reside. If you are a citizen or resident of a country other than the United
States, you should confirm that by participating in the Plan you will not
violate local laws governing, among other things, taxes, currency and exchange
controls, stock registration and foreign investments.
EXCLUSION FROM PLAN FOR SHORT-TERM TRADING. You should not use the Plan to
engage in short-term trading activities that could change the normal trading
volume of the common stock. In such case, we may prevent you from participating
in the Plan.
EXCLUSION FROM PLAN AT OUR ELECTION. Notwithstanding any other provisions
in this prospectus, we reserve the right to prevent you from participating in
the Plan for any reason. It is in our sole discretion to exclude you from
participation in the Plan.
ENROLLMENT
6. HOW DO I ENROLL IN THE PLAN?
If you are eligible to participate in the Plan, you may join the Plan at any
time. Once you enroll in the Plan, you will remain enrolled until you withdraw
from the Plan or we terminate the Plan.
FORMS. To enroll and participate in the Plan, you must complete the
enclosed Enrollment Authorization Form and mail it to the Administrator of the
Plan at the address set forth in Question 4. If your shares of common stock are
registered in more than one name (such as joint tenants or trustees), all such
registered holders must sign the Enrollment Authorization Form. If you are
eligible to participate in the Plan, you may sign and return the Enrollment
Authorization Form to join the Plan at any time.
However, if you are a beneficial owner of common stock and wish to enroll
and participate in the Plan, you must either (1) instruct your broker, bank or
other nominee in whose name your shares are
7
held to complete and sign a Broker and Nominee Form (please see "The Broker and
Nominee Form" below for more information) or (2) sign and return the enclosed
Enrollment Authorization Form and instruct your broker, bank or other nominee in
whose name your shares are held to transfer through the direct registration
system at least one share of common stock to your name using the enclosed Direct
Registration Transfer Instruction Form.
If you are an interested investor who is not presently our shareholder, but
you desire to participate in the Plan by making an initial purchase from us of
at least $2,000 of common stock, you may join the Plan by completing the
enclosed Initial Investment Form and forwarding it, together with such funds, to
the Administrator. You may obtain an Initial Investment Form at any time by
writing to the Administrator at the address set forth in Question 4.
CHOOSING YOUR INVESTMENT OPTION. When completing the Authorization Form,
you should choose one of the three investment options discussed in Question 2
and repeated below:
- "Full Dividend Reinvestment"--This option directs the Administrator to
reinvest the cash dividends paid on all of the shares of common stock
owned by you then or in the future in shares of common stock. This option
also permits you to make optional cash investments from $100 to $5,000 per
month to buy additional shares of common stock.
- "Partial Dividend Reinvestment"--This option directs the Administrator to
reinvest cash dividends paid on a specified amount of shares of common
stock then owned by you in shares of common stock. We will continue to pay
you cash dividends on the remaining shares of common stock, when and if
declared by our board of directors. This option also permits you to make
optional cash investments from $100 to $5,000 per month to buy additional
shares of common stock.
- "Optional Cash Investments Only"--This option permits you to make optional
cash investments from $100 to $5,000 per month to buy additional shares of
common stock. We will continue to pay you cash dividends, when and if
declared by our board of directors, on the shares of common stock owned by
you then or in the future, unless you designate such shares for
reinvestment pursuant to the Plan.
You should choose your investment option by checking the appropriate box on
the Enrollment Authorization Form or Initial Investment Form, as applicable. If
you sign and return either of the forms without checking an option, the
Administrator will choose the "Full Dividend Reinvestment" option and will
reinvest all cash dividends on all shares of common stock registered in your
name.
The Administrator automatically will reinvest all cash dividends paid on all
shares of common stock that you have designated for participation in the Plan
until you indicate otherwise or withdraw from the Plan, or until we terminate
the Plan. If you have elected to have your dividends reinvested, we will pay to
the Administrator dividends on all shares of common stock held in your account.
The Administrator will credit in book-entry form the common stock purchased with
your reinvested dividends to your account.
CHANGING YOUR INVESTMENT OPTION. You may change your investment option by
completing and signing a new Enrollment Authorization Form and returning it to
the Administrator of the Plan, by calling the Administrator at (800) 317-4445 or
through the Internet. The Administrator must receive any such change before the
record date for a dividend payment in order for such change to become effective
for that dividend payment. The Administrator also must receive any change in the
number of shares of common stock that you have designated for partial dividend
reinvestment before the record date for a dividend payment in order to reinvest
for such new number of shares on the next Investment Date.
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THE BROKER AND NOMINEE FORM. If you are a beneficial owner of shares of
common stock and wish for your broker, bank or other nominee in whose name your
shares are held to participate in the Plan on your behalf, such broker, bank or
other nominee in whose name your shares are held must complete a Broker and
Nominee Form. The Broker and Nominee Form provides the only means by which a
broker, bank or other nominee in whose name your shares are held, holding your
common stock in the name of a major securities depository, may make optional
cash investments on your behalf. Your broker, bank or other nominee in whose
name your shares are held must submit a Broker and Nominee Form to the
Administrator each time such broker, bank or other nominee in whose name your
shares are held transmits optional cash investments on your behalf. You, your
broker, bank or other nominee in whose name your shares are held may request a
Broker and Nominee Form at any time by contacting the Administrator at the
address set forth in Question 4. Prior to submitting a Broker and Nominee Form,
your broker, bank or other nominee in whose name your shares are held must have
submitted a completed Enrollment Authorization Form on your behalf.
The Administrator must receive the Broker and Nominee Form and appropriate
instructions at least three business days before the applicable record date or
the optional cash investment will not be invested until the following Investment
Date.
7. WHEN WILL MY PARTICIPATION IN THE PLAN BEGIN?
The date on which the Administrator receives your properly completed
Enrollment Authorization Form or Initial Investment Form, as applicable, will
determine the date on which the Administrator will buy shares of common stock
for your account. If you choose either the full or partial dividend reinvestment
option, the Administrator will begin to reinvest dividends on the Investment
Date after receipt of either form, provided it receives the Enrollment
Authorization Form or the Initial Investment Form before the record date set for
the related dividend payment.
If you choose the optional cash investments only option and wish to invest
$5,000 or less in any one month, the Administrator will purchase shares of
common stock for you on the Investment Date after receipt of both your
Enrollment Authorization Form or the Initial Investment Form, as applicable, and
the good funds to be invested, provided it receives such form and funds on or
before the business day immediately preceding such Investment Date. If the
Administrator receives your Enrollment Authorization Form or Initial Investment
Form, as applicable, and funds for optional cash investment after such date,
then the Administrator will hold your funds, without interest, for investment on
the next Investment Date. Please see the provisions of Question 10 if you wish
to invest more than $5,000.
Once you enroll in the Plan, you will remain enrolled in the Plan until you
withdraw from the Plan or we terminate the Plan.
PURCHASES
8. HOW ARE SHARES PURCHASED UNDER THE PLAN?
INITIAL PURCHASE OF COMMON STOCK. If you are an interested investor who is
not yet our stockholder, then you initially may direct the Administrator to
purchase for your account at least $2,000 worth of common stock, thus making you
eligible to participate in the Plan. You should send, together with your
Authorization Form, a check or money order (payable to "EquiServe,
L.P.--Mack-Cali") in an amount from $2,000 to $5,000 to the Administrator at the
address set forth in Question 4. The other provisions of this Question 8 will
apply to your purchase of shares of common stock in this manner.
9
SOURCE OF THE SHARES OF COMMON STOCK. The Administrator will use all
dividends reinvested through the Plan and all optional cash investments to buy
either newly issued shares of common stock directly from us or shares of common
stock on the open market or in privately negotiated transactions with third
parties, or a combination of both, at our discretion. Shares of common stock
purchased directly from us will consist of authorized but unissued shares of
common stock (including shares held in our treasury, if any).
INVESTMENT DATES. When the Administrator purchases shares of common stock
from us, such purchases shall be made on the "Investment Date" in each month. If
the Administrator is buying shares of common stock directly from us through
dividend reinvestment or optional cash investments of $5,000 or less, then the
Investment Date will occur on either (1) the dividend payment date during any
month in which we pay a cash dividend or (2) the last trading day (as defined
below) of any month in which we do not pay a cash dividend.
If the Administrator is buying shares of common stock directly from us
through an optional cash investment of greater than $5,000 pursuant to a request
for waiver (see Question 10 for how to obtain such a waiver), then there will be
ten (10) Investment Dates, each of which will occur on a separate day on which
the New York Stock Exchange is open for business in a Pricing Period (as defined
in the next paragraph), with one-tenth ( 1/10) of your optional cash investment
being invested on each such day, subject to the qualifications set forth under
"Minimum Waiver Price" in Question 10 below.
The "Pricing Period" is the period encompassing the ten consecutive trading
days ending on either (1) the dividend payment date during any month in which we
pay a cash dividend or (2) the last trading day of any month in which we do not
pay a cash dividend. A "trading day" is a day on which trades in common stock
are reported on the New York Stock Exchange. See "Calendar of Expected
Events--Optional Cash Investments of Greater than $5,000" attached as Exhibit B
to this prospectus for a list of the expected Pricing Period commencement and
conclusion dates.
If the Administrator is buying shares of common stock for the Plan through
open market or privately negotiated transactions, then the Administrator will
reinvest dividends or make optional cash investments as soon as is practical
after the applicable Investment Date.
In the past, record dates for dividends have preceded the dividend payment
dates by approximately three weeks. We historically have paid dividends on or
about the fifteenth business day of each January, April, July and October. We
cannot assure you that we will pay dividends according to this schedule in the
future, and nothing contained in the Plan obligates us to do so. Neither we nor
the Administrator will be liable when conditions, including compliance with the
rules and regulations of the Securities and Exchange Commission, prevent the
Administrator from buying shares of common stock or interfere with the timing of
such purchases.
We pay dividends as and when declared by our board of directors. We cannot
assure you that we will declare or pay a dividend in the future, and nothing
contained in the Plan obligates us to do so. The Plan does not represent a
guarantee of future dividends.
PRICE OF SHARES OF COMMON STOCK. If the Administrator purchases shares of
common stock directly from us, then with respect to reinvested dividends and
optional cash investments of $5,000 or less, the Administrator will pay a price
equal to 100% (subject to change) of the average of the daily high and low sales
price for a share of common stock reported by the New York Stock Exchange on the
applicable Investment Date, or, if no trading occurs in shares of common stock
on the applicable Investment Date, the first trading day immediately preceding
the Investment Date for which trades are reported, computed to three decimal
places, if necessary.
If the Administrator purchases shares of common stock directly from us, then
with respect to optional cash investments of greater than $5,000, the
Administrator will pay a price equal to 100% (subject to change) of the average
of the daily high and low sales prices of our common stock reported
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by the New York Stock Exchange for the trading day relating to each Investment
Date, or, if no trading occurs in shares of common stock on such trading day,
the first trading day immediately preceding the Investment Date for which trades
are reported, computed up to three decimal places, if necessary.
If the Administrator purchases shares of common stock in the open market or
in privately negotiated transactions, then the Administrator will pay a price
equal to the weighted average purchase price paid by the Administrator for such
shares, computed up to three decimal places, if necessary. The Administrator
will purchase such shares as soon as is practical on or after an Investment
Date.
NUMBER OF SHARES TO BE PURCHASED. If you elect to participate in the Plan
by reinvesting your dividends, the Administrator will invest for you the total
dollar amount equal to the sum of (i) the dividend on all shares of common stock
(including fractional shares) held in your account for which you have requested
dividend reinvestment and (ii) any optional cash investments to be made as of
that Investment Date.
If you elect to make only optional cash investments, the Administrator will
invest for you the total dollar amount equal to any optional cash investments to
be made as of that Investment Date.
As of any Investment Date, the Administrator will purchase for your account
the number of shares of common stock equal to the total dollar amount to be
invested for you, as described above, divided by the applicable purchase price,
computed to the third decimal place. The Administrator will deduct from the
amount to be invested for you any amount that we are required to deduct for
withholding tax purposes.
ADMINISTRATOR'S CONTROL OF PURCHASE TERMS. With respect to purchases of
common stock that the Administrator makes under the Plan, the Administrator, or
a broker that the Administrator selects, will determine the following:
- the exact timing of open market purchases;
- the number of shares of common stock, if any, that the Administrator
purchases on any one day or at any time of that day;
- the prices for the shares of common stock that the Administrator pays;
- the markets on which the Administrator makes such purchases; and
- the persons (including brokers and dealers) from or through which the
Administrator makes such purchases.
COMMINGLING OF FUNDS. When making purchases for an account under the Plan,
we or the Administrator may commingle your funds with those of other investors
participating in the Plan.
9. HOW DO I MAKE OPTIONAL CASH INVESTMENTS?
You may make optional cash investments at any time if you have submitted a
signed Enrollment Authorization Form or your broker, bank or other nominee has
submitted a Broker and Nominee Form, and if you are (1) a registered holder of
common stock, (2) an interested investor who has purchased from us at least
$2,000 of common stock or (3) a beneficial owner of common stock and either have
directed your broker, bank or other nominee in whose name your shares are held
to transfer at least one share of common stock to your name or you have arranged
with your broker, bank or other nominee in whose name your shares are held to
participate in the Plan on your behalf.
CHECK INVESTMENTS. You may make initial cash investments and additional
optional cash investments by check or money order made payable in U.S. dollars
to "EquiServe, L.P.--Mack Cali". Initial investments by new investors must be at
least $2,000. Additional optional cash investments by registered holders must be
at least $100. To be effective for a particular Investment Date, the
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Administrator must receive your optional cash investment (a) at least one
business day before that investment date for investments up to $5,000 or
(b) one business day before the commencement of the Pricing Period for
investments in excess of $5,000. Registered holders should mail their optional
cash investments to the Administrator with the transaction form attached to each
statement of account sent to them by the Administrator.
If you are a beneficial owner of common stock, you (through your broker,
bank or other nominee) must make all optional cash investments through the use
of a Broker and Nominee Form. See Question 6.
The Administrator will hold, without interest, all optional cash investments
that it receives after the close of business on the business day before an
Investment Date and before the next Investment Date.
AUTOMATIC INVESTMENTS. Once you are enrolled in the Plan, you may make
automatic optional cash investments by electronic funds transfer from a
pre-designated account at a U.S. bank or financial institution. Automatic
investments must be for a specified amount, not less than $100 and not greater
than $5,000 per investment.
If automatic deductions are used for optional cash investments, you must
complete and sign the section entitled "Authorization Form for Automatic
Deductions" on either the Initial Investment Form on the Enrollment
Authorization Form and return it to the Administrator with either a voided blank
check or a deposit form for the bank account from which funds are to be drawn.
The Automatic Deduction Forms will be processed and will become effective as
promptly as practicable. However, you should allow four to six weeks for the
first investment to be initiated using this automatic investment feature.
Once automatic deductions begin, funds will be withdrawn from your bank
account three business days before each monthly investment date. Automatic
deductions will continue indefinitely until you notify the Administrator by
telephone or in writing that the automatic deductions are to stop.
You may change or stop automatic deductions by telephone, or in writing to
the Administrator. You must complete a new Authorization Form for Automatic
Deductions when you transfer ownership of shares or otherwise establish a new
account on the Administrator's records, or close or change your designated bank
account, or are assigned a new account number by your bank. To be effective for
a particular investment date, the Administrator must receive your new
instructions at least four business days before the Withdrawal Date.
MINIMUM AND MAXIMUM LIMITS. For any Investment Date that you choose to make
an optional cash investment, you must invest at least $100 but not more than
$5,000. You may invest an amount greater than $5,000 in any month if you obtain
a prior written waiver from us to do so. See Question 10 to learn how to request
a waiver.
ITEMS TO REMEMBER WHEN MAKING OPTIONAL CASH INVESTMENTS. When making your
optional cash investment, you should consider the following:
- All optional cash investments must equal at least $100 but not more than
$5,000 per month;
- You do not have to make an optional cash payment in any month;
- You do not have to send the same amount of cash payment each month;
- You must make all optional cash investments in United States dollars; and
- If you send optional cash investments in the form of a check or money
order, they must be made payable to "EquiServe, L.P.--Mack-Cali". Do not
send cash.
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REFUNDS OF UNINVESTED OPTIONAL CASH INVESTMENTS. To obtain a refund of
optional cash investments which the Administrator has not yet invested, you may
send a written request to the Administrator at the address set forth in Question
4 or you may call the Administrator at (800) 317-4445. The Administrator must
receive your request no later than two business days prior to the Investment
Date in order to refund your money for such Investment Date.
INTEREST ON OPTIONAL CASH INVESTMENTS. You will not earn interest on
optional cash investments held pending investment. We therefore suggest that you
send any optional cash investment that you wish to make so as to reach the
Administrator before the business day preceding the next Investment Date. You
should contact the Administrator if you have any questions regarding these
dates.
10. HOW DO I MAKE AN OPTIONAL CASH INVESTMENT OVER THE MAXIMUM MONTHLY AMOUNT?
If you wish to make an optional cash investment in excess of $5,000 for any
Investment Date, you must obtain our prior written approval. To obtain our
approval, you must submit a request for waiver. To make a request for waiver,
you should complete the enclosed Request For Waiver Form and send it to our
Chief Financial Officer via facsimile at (908) 272-6755 no later than two
(2) business days preceding the start of the Pricing Period for the applicable
Investment Date. If we have approved your request for waiver, then you must send
to the Administrator a copy of our written waiver approval along with your
optional cash investment of greater than $5,000. The Administrator must receive
your optional cash investment in good funds pursuant to a Request For Waiver by
the close of business on the last business day immediately preceding the first
day of the Pricing Period. Please see Question 9 for other provisions relating
to optional cash investments.
We have the sole discretion to approve any request to make an optional cash
investment in excess of the $5,000 maximum allowable amount. We may grant such
requests for waiver in order of receipt or by any other method that we determine
to be appropriate. We also may determine the amount that you may invest pursuant
to a waiver. In deciding whether to approve your request for waiver, we may
consider, among other things, the following factors:
- whether, at the time of such request, the Administrator is acquiring
shares of common stock for the Plan directly from us or in the open market
or in privately negotiated transactions with third parties;
- our need for additional funds;
- our desire to obtain such additional funds through the sale of common
stock as compared to other sources of funds;
- the purchase price likely to apply to any sale of common stock;
- the extent and nature of your prior participation in the Plan;
- the number of shares of common stock you hold of record; and
- the total amount of optional cash investments in excess of $5,000 for
which requests for waiver have been submitted.
If you do not receive a response from us in connection with your request for
waiver, you should assume that we have denied your request.
MINIMUM WAIVER PRICE. We may set a minimum purchase price per share (the
"Minimum Waiver Price") for optional cash investments made pursuant to requests
for waiver for any Pricing Period. We will determine whether to set a Minimum
Waiver Price, and, if so, its amount, at least three business days before the
first day of a Pricing Period. We will notify the Administrator of the Minimum
Waiver Price, if any. In deciding whether to set a Minimum Waiver Price, we will
consider current market conditions, the level of participation in the Plan and
our current and projected capital needs.
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We will fix the Minimum Waiver Price for a Pricing Period as a dollar amount
that the average of the high and low sale prices reported by the New York Stock
Exchange for each trading day of such Pricing Period must equal or exceed. We
will exclude from the Pricing Period and from the determination of the purchase
price any trading day within the Pricing Period that does not meet the Minimum
Waiver Price. We also will exclude any day in which no trades of common stock
are made on the New York Stock Exchange. Thus, for example, if the Minimum
Waiver Price is not met for two of the ten trading days in a Pricing Period,
then we will base the purchase price upon the remaining eight trading days in
which the Minimum Waiver Price was met.
In addition, after the conclusion of the Pricing Period, we will return a
portion of each optional cash investment for each trading day of a Pricing
Period for which the Minimum Waiver Price is not met or for each day in which no
trades of common stock are reported on the New York Stock Exchange. The returned
amount will equal one-tenth ( 1/10) of the total amount of such optional cash
investment (not just the amount exceeding $5,000) for each trading day that the
Minimum Waiver Price is not met or for each day in which no trades are reported.
Thus, for example, if the Minimum Waiver Price is not met or no sales of our
common stock are reported for two of the ten trading days in a Pricing Period,
then we will return two-tenths ( 2/10) (or 20%) of such optional cash investment
to you without interest.
The establishment of the Minimum Waiver Price and the possible return of a
portion of the investment applies only to optional cash investments made
pursuant to a request for waiver. Setting a Minimum Waiver Price for a Pricing
Period will not affect the setting of a Minimum Waiver Price for any other
Pricing Period. We may waive our right to set a Minimum Waiver Price for any
particular month. Neither we nor the Administrator is required to give you
notice of the Minimum Waiver Price for any Pricing Period. However, you may
contact our Chief Financial Officer on the Minimum Waiver Price/Waiver Discount
set date (indicated on "Calendar of Expected Events--Optional Cash Investments
of Greater than $5,000" attached as Exhibit B to this prospectus) at
(908) 272-8000 to learn whether we have set a Minimum Waiver Price for that
Pricing Period.
WAIVER DISCOUNT. We may, at our sole discretion, grant a discount on the
purchase of shares of common stock under the Plan to any person who purchases in
excess of $5,000 of common stock in one month pursuant to an approved request
for waiver. Such discount may be between 0% and 3%, inclusive, of the market
price of the common stock. We will determine whether to set a Waiver Discount,
and, if so, its amount, at least three business days before the first day of a
Pricing Period. We do not presently intend to offer such a discount, and we
cannot guarantee that we ever will do so.
Neither we nor the Administrator is required to give you notice of the
Minimum Waiver Price for any Pricing Period. However, you may contact our Chief
Financial Officer on the Minimum Waiver Price/Waiver Discount set date
(indicated on "Calendar of Expected Events--Optional Cash Investments of Greater
than $5,000" attached as Exhibit B attached to this prospectus) at
(908) 272-8000 to learn whether we have set a Waiver Discount for that Pricing
Period.
11. WHAT IF I HAVE MORE THAN ONE ACCOUNT?
For purposes of the limitations discussed in Question 10, we may aggregate
all optional cash investments for Plan participants with more than one account
using the same social security or taxpayer identification number. If you are
unable to supply a social security or taxpayer identification number, we may
limit your participation to only one Plan account.
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For purposes of the Plan, we may aggregate all Plan accounts that we
believe, in our sole discretion, to be under common control or management or to
have common ultimate beneficial ownership. Unless we have determined that
reinvestment of dividends and optional cash investments for each such account
would be consistent with the purposes of the Plan, we will have the right to
aggregate all such accounts and to return, without interest, within 30 (for
dividend reinvestment) or 35 (for optional cash investment) days of receipt, any
amounts in excess of the investment limitations applicable to a single account
received in respect of all such accounts.
CERTIFICATES
12. WILL I RECEIVE CERTIFICATES FOR SHARES PURCHASED?
SAFEKEEPING OF CERTIFICATES. Unless your shares are held by a broker, bank
or other nominee, we will register shares of common stock that the Administrator
purchases for your account under the Plan in your name. The Administrator will
credit such shares to your account in "book-entry" form. This service protects
against the loss, theft or destruction of certificates evidencing shares of
common stock.
You also may send to the Administrator for safekeeping all certificates for
shares of common stock which you hold. The Administrator will credit the shares
of common stock represented by such certificates to your account in "book-entry"
form and will combine such shares with any whole and fractional shares then held
in your account. In addition to protecting against the loss, theft or
destruction of your certificates, this service also is convenient if and when
you sell shares of common stock through the Plan. See Question 13 to learn how
to sell your shares of common stock under the Plan.
You may deposit certificates for shares of common stock into your account
regardless of whether you have previously authorized reinvestment of dividends.
The Administrator automatically will reinvest all dividends on any such shares
deposited in accordance with the Plan, unless you have instructed the
Administrator otherwise.
To deposit certificates for safekeeping under the Plan, you should send your
share certificates, in non-negotiable form, to the Administrator by insured mail
at the address specified in Question 4. You may withdraw any shares deposited
for safekeeping by mailing a written request to the Administrator.
ISSUANCE OF CERTIFICATES. Upon your telephonic, Internet or written request
to the Administrator, the Administrator will issue and deliver to you
certificates for all whole shares of common stock credited to your account. The
Administrator will not issue certificates for fractional shares of common stock.
The Administrator will handle such requests at no cost to you. The Administrator
will continue to credit any remaining whole or fractional shares of common stock
to your account.
EFFECT OF REQUESTING CERTIFICATES IN YOUR NAME. If you request a
certificate for all shares credited to your account, a certificate will be
issued for the whole shares and a cash payment will be made for any fractional
share. That cash payment will be based upon the then-current market price of our
common stock less any service fee, any applicable brokerage commission and any
other costs of sale. Withdrawal of shares in the form of a certificate in no way
affects dividend reinvestment or payment of cash dividends on those shares.
TRANSFER RESTRICTIONS. You may not pledge, sell or otherwise transfer
shares of common stock credited to your Plan account. If you wish to pledge,
sell or transfer such shares, you must first request that we issue a certificate
for such shares in your name.
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SALE OF SHARES
13. HOW DO I SELL SHARES?
SALE OF SHARES HELD IN YOUR ACCOUNT. You may direct the Administrator to
sell all or a portion of the shares of common stock credited to your account at
any time by giving telephonic, Internet, or written instructions to the
Administrator. The Administrator will make every effort to process your order on
the day it is received. However, your instructions must be received before
1:00 p.m., eastern time, on a business day during which the Administrator and
the relevant securities market are open for your sale order to be processed on
that day.
Even if you sell or transfer all of your shares of common stock in your
account, you will remain a participant in the Plan and may continue to make
optional cash investments and reinvest dividends. The Administrator will
continue to reinvest the dividends on the shares of common stock credited to
your account unless you notify the Administrator to the contrary.
COSTS OF SELLING SHARES. The Plan requires you to pay all costs associated
with the sale of your shares of common stock under the Plan. Please see the
"Plan Service Fees Schedule" attached as Exhibit A hereto for a detailed
description of such costs.
SALE OF FRACTIONAL SHARES HELD IN YOUR ACCOUNT. The Administrator will not
sell a fractional share of common stock unless you request that the
Administrator sell (or withdraw via a certificate issuance) all shares of common
stock held in your account.
REPORTS
14. HOW WILL I KEEP TRACK OF MY INVESTMENTS?
Each time the Administrator makes an investment for your account, whether by
reinvestment of dividends or by optional cash investment, the Administrator will
send you a detailed statement that will provide the following information with
respect to your Plan account:
- total cash dividends received;
- total optional cash investments received;
- total number of shares of common stock purchased (including fractional
shares);
- price paid per share of common stock;
- date of stock purchases; and
- total number of shares of common stock in your Plan account.
You should retain these statements to determine the tax cost basis of the
shares purchased for your account under the Plan.
WITHDRAWAL
15. HOW WOULD I WITHDRAW FROM PARTICIPATION IN THE PLAN?
HOW TO WITHDRAW FROM THE PLAN. You may withdraw from the Plan and thus
discontinue reinvestment at any time by giving telephone, Internet or written
instructions to the Administrator. If the Administrator receives such request on
or after the record date for a dividend, the Administrator may either pay the
dividend in cash or reinvest it under the Plan for the next Investment Date to
purchase common stock on your behalf. If reinvested, the Administrator may sell
the shares purchased and send the proceeds to you less any service fee,
applicable brokerage commission and any other costs of sale.
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COSTS OF WITHDRAWING FROM THE PLAN. There are no costs associated with your
withdrawal from the Plan, other than costs associated with the sale of your
shares. Please see the "Plan Service Fees Schedule" attached as Exhibit A hereto
for a detailed description of such costs.
ISSUANCE OF STOCK CERTIFICATES UPON WITHDRAWAL FROM PLAN. After processing
your request to discontinue reinvestment, any shares credited to your account
will continue to be held in book-entry form. However, you may elect to have the
Administrator issue to you stock certificates for any whole shares of common
stock in your account. The Administrator will convert to cash any fractional
shares held in your account at the time of termination at the then current
market price of the common stock. After the Administrator terminates your
account, dividends on any shares held in book-entry form and on any shares you
held in stock certificate form will be paid in cash by check or direct deposit
to a pre-designated account of your choice unless you decide to reinvest your
dividends.
SELLING SHARES UPON WITHDRAWAL FROM PLAN. As an alternative to holding your
shares in book-entry form or receiving stock certificates, upon termination of
your Plan account you may request in writing that the Administrator sell all or
a portion of the shares of common stock (both whole and fractional) in your
account. If you instruct the Administrator only to sell a portion of your shares
of common stock, then the Administrator will issue to you certificates for the
remaining shares. The Administrator will mail to you a check for the proceeds of
such sale, less applicable brokerage commissions, service charges and any taxes.
REJOINING THE PLAN AFTER WITHDRAWAL. After you withdraw from the Plan, you
may rejoin the Plan at any time by filing a new Authorization Form with the
Administrator. However, the Administrator has the right to reject such
Authorization Form if you repeatedly join and withdraw from the Plan, or for any
other reason. The Administrator's exercise of such right is intended to minimize
unnecessary administrative expenses and to encourage use of the Plan as a
long-term shareholder investment service.
TAXES
16. WHAT ARE SOME OF THE TAX CONSEQUENCES OF MY PARTICIPATION IN THE PLAN?
The following is only a summary of certain of the federal income tax
consequences of participation in the Plan. This summary is for general
information only and does not constitute tax advice. This summary does not
reflect every possible tax outcome or consequence that could result from
participation in the Plan. Also, this summary does not discuss your tax
consequences if you are not a United States citizen or a resident alien. We
advise you to consult your own tax advisors to determine the tax consequences
particular to your situation, including any applicable state, local or foreign
income and other tax consequences that may result from your participation in the
Plan and your subsequent sale of shares acquired pursuant to the Plan. Any state
tax consequences will vary from state to state, and any tax consequences to you
if you reside outside of the United States will vary from jurisdiction to
jurisdiction.
REINVESTMENT OF DIVIDENDS PAID ON SHARES OF COMMON STOCK. With respect to
shares of common stock that the Administrator purchases from us with cash
dividends that you elect to have reinvested under the Plan, you will be treated
for federal income tax purposes as having received a distribution (with respect
to common stock) equal to the fair market value on the Investment Date of the
common stock credited to your Plan account (which should equal the amount of
cash dividends that you would have otherwise received, assuming that we have not
granted a discount on your purchase of shares of common stock under the Plan),
even though you will not receive such distribution in cash. With respect to
shares of common stock that the Administrator purchases on the open market with
cash dividends that you elect to have reinvested under the Plan, you will be
treated for federal income tax purposes as having received a distribution equal
to the price paid by the Administrator for such shares of common
17
stock, plus your pro rata portion of any brokerage and related costs incurred by
us or the Administrator to purchase such shares. For federal income tax
purposes, distributions made by us will first be taxable as dividends to the
extent of our current and accumulated earnings and profits. To the extent that
the amount distributed by us exceeds our current and accumulated earnings and
profits, the distribution will next be treated as a return of capital to you to
the extent of your basis in your shares of common stock, with any excess being
taxable to you as gain from the sale of shares of common stock. If you are a
corporation, then the distributions that you receive from us which are taxable
as dividends will not be eligible for the dividends received deduction.
All costs of administering the Plan, except for costs related to your
voluntary selling of shares of common stock and/or withdrawal from the Plan,
will be paid by us. Consistent with the conclusion reached by the Internal
Revenue Service in a recent private letter ruling issued to another real estate
investment trust, we intend to take the position that these costs do not
constitute a distribution which is either taxable to you or which would reduce
your basis in your shares of common stock. However, since the private letter
ruling was not issued to us, we can not rely on its conclusions. Thus, it is
possible that the Internal Revenue Service might view your share of such costs
as constituting a taxable distribution to you (and/or a distribution which
reduces the basis in your shares of common stock). For this or other reasons, we
may in the future take a different position with respect to such costs.
Your tax basis in the shares of common stock acquired for your Plan account
generally will equal the total amount of dividends you are treated as receiving
(as described above). Your holding period for such shares generally will begin
on the day following the Investment Date for such shares.
OPTIONAL CASH INVESTMENTS. If you make an optional cash investment in the
Plan (whether under the Full Dividend Reinvestment option, the Partial Dividend
Reinvestment option, or the Optional Cash Investments Only option), you will not
be treated for federal income tax purposes as having received income by virtue
of the purchase of shares of common stock with the optional cash investment.
However, if you make an optional cash investment in the Plan, you will be
treated as receiving a cash dividend equal to a pro rata share of any brokerage
commissions or other related charges that we or the Administrator pay in
connection with the Administrator's purchase of shares of common stock on your
behalf on the open market. Such dividends would be taxable income or gain or may
reduce basis in shares of common stock (or some combination thereof) under the
rules described above under "Reinvestment of Dividends Paid on Shares of Common
Stock."
Your tax basis in the shares of common stock acquired through an optional
cash investment under the Plan generally will equal the amount of your optional
cash investment plus, if applicable, any deemed dividends on account of your pro
rata portion of any brokerage commissions or other related charges incurred by
us or the Administrator to purchase such shares on the open market. Your holding
period for such shares generally will begin on the day following the Investment
Date for such shares.
BACKUP WITHHOLDING AND ADMINISTRATIVE EXPENSES. We or the Administrator may
be required to deduct as "backup withholding" thirty-one percent (31%) of the
dividends that we pay to any shareholder, regardless of whether such dividends
are reinvested pursuant to the Plan. Similarly, the Administrator may be
required to deduct backup withholding from the proceeds of sales of shares of
common stock held in your Plan account. You will be subject to backup
withholding if:
- you fail to properly furnish us and the Administrator with your correct
tax identification number, or "TIN;"
- the Internal Revenue Service or any other governmental body or agency
notifies us or the Administrator that you have provided an incorrect TIN;
- the Internal Revenue Service notifies us or the Administrator that backup
withholding should be commenced because you failed to properly report
dividends paid to you; or
18
- when required to do so, you fail to certify, under penalties of perjury,
that you are not subject to backup withholding.
Backup withholding amounts will be withheld from dividends before such
dividends are reinvested under the Plan. Therefore, if you are subject to backup
withholding, dividends which would otherwise be available for reinvestment under
the Plan will be reduced by the backup withholding amount. Any amount paid as
backup withholding will be creditable against your income tax liability.
DISPOSITION. When you withdraw shares from the Plan and receive whole
shares, you will not realize any taxable income. However, if you receive cash
for a fraction of a share, you will be required to recognize gain or loss with
respect to such fraction. You also will be required to recognize a gain or loss
whenever your shares are sold, whether such shares are sold by the Administrator
pursuant to your request or by you after the shares are withdrawn from the Plan.
Generally, the amount of such gain or loss that you will be required to
recognize will be the difference between the amount that you receive for the
shares and your tax basis in those shares.
EXCEEDING THE OWNERSHIP LIMITATION SET FORTH IN OUR CHARTER. For us to
qualify as a real estate investment trust for federal income tax purposes, no
more than 50% in value of our outstanding stock may be actually and/or
constructively owned by five or fewer individuals (as defined in the Internal
Revenue Code to include certain entities) during the last half of a taxable year
or during a proportionate part of a shorter taxable year (the "Closely-Held
Requirement"), and our common stock must be beneficially owned by 100 or more
persons during at least 335 days of a taxable year or during a proportionate
part of a shorter taxable year (the "100 Shareholder Requirement"). Because we
expect to continue to qualify as a real estate investment trust, our charter
contains an ownership restriction (the "Ownership Limitation"), which is
intended to help ensure compliance with these requirements, that no holder of
our stock may own, or be deemed to own by virtue of any of the attribution rules
of the Internal Revenue Code, more than 9.8 percent by value of our outstanding
capital stock. Our board of directors may exempt a stockholder from the
Ownership Limitation if such stockholder presents evidence satisfactory to the
board of directors or our tax counsel that the ownership by such stockholder
will not then or in the future jeopardize our status as a real estate investment
trust. As a condition of such exemption, a stockholder must give us written
notice of the proposed transaction and must furnish such opinions of counsel,
affidavits, undertakings, agreements and information as the board of directors
may require, no later than the 15th day prior to any transaction which, if
consummated, would result in such stockholder having the direct or beneficial
ownership of shares in excess of the Ownership Limitation. The Ownership
Limitation will not apply if the board of directors determines that it is no
longer in our best interests to continue to qualify as a real estate investment
trust.
Any purchase of shares of our common stock under the Plan, whether through
the reinvestment of dividends or optional cash investments, will be void, AB
INITIO, if such purchase would result in a violation of the Ownership
Limitation, Closely-Held Requirement or 100 Shareholder Requirement. If your
purchase is voided, then you will receive either the dividends that were to be
reinvested in cash and/or a refund of your optional cash payment (in either case
without interest).
OTHER PROVISIONS
17. HOW CAN I VOTE MY SHARES?
We will send you proxy materials for any meeting of shareholders in order to
vote all whole shares of common stock credited to your account. You may vote
your shares of common stock either by designating the vote of such shares by
proxy or by voting such shares in person at the meeting of shareholders.
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18. WHAT ARE THE COSTS OF THE PLAN?
We will pay all brokerage commissions and service charges in connection with
the reinvestment of dividends and optional cash investments to purchase common
stock under the Plan. You will be responsible for any fees payable in connection
with your sale of shares or voluntary withdrawal from the Plan. Please see the
"Plan Service Fees Schedule" attached as Exhibit A hereto for a detailed
description of such costs.
19. WHAT ARE YOUR AND THE ADMINISTRATOR'S RESPONSIBILITIES?
We, the Administrator and any of our agents, in administering the Plan, are
not liable for any act done in good faith or for any good faith failure to act,
including, without limitation, any claim of liability (i) arising from the
failure to discontinue reinvestment of dividends upon your death or judgment of
incompetence prior to the Administrator's receipt of notice in writing of such
death; (ii) relating to the prices and times at which the Administrator buys or
sells shares of common stock for your account; or (iii) relating to any
fluctuation in the market value of the common stock.
We, the Administrator and any of our agents will not have any duties,
responsibilities or liabilities other than those expressly set forth in the Plan
or as imposed by applicable laws, including federal securities laws. Since we
have delegated all responsibility for administering the Plan to the
Administrator, we specifically disclaim any responsibility for any of the
Administrator's actions or inactions in connection with the administration of
the Plan. None of our directors, officers or shareholders shall have any
personal liability under the Plan.
20. HOW WILL A STOCK SPLIT OR A RIGHTS OFFERING AFFECT MY PLAN ACCOUNT?
EFFECT OF A STOCK SPLIT. We will adjust your account to reflect any stock
split or dividend payable in shares of common stock. In such event, the
Administrator will receive and credit to your account in book-entry form the
applicable number of whole and/or fractional shares of common stock.
EFFECT OF A RIGHTS OFFERING. If we have a rights offering in which we issue
separately tradable and exercisable rights to registered holders of shares of
common stock, we will transfer the rights attributable to whole shares of common
stock held in your account as soon as practicable after we issue such rights.
21. CAN I PLEDGE MY SHARES UNDER THE PLAN?
You may not pledge any shares of common stock credited to your Plan account.
Any such pledge will be void. If you wish to pledge your shares of common stock,
you first must withdraw such shares from the Plan. See Question 13 to learn how
to sell your shares under the Plan.
22. HOW CAN I TRANSFER MY SHARES?
You may transfer ownership of all or part of the shares of common stock held
in your Plan account through gift, private sale or otherwise by mailing to the
Administrator, at the address in Question 4, a properly executed stock
assignment, along with a letter with specific instructions regarding the
transfer. You also must mail to the Administrator an Authorization Form and a
Form W-9 (Certification of Taxpayer Identification Number) completed by the
person to whom you are transferring your shares.
You also may transfer ownership of all or part of the shares of common stock
held in your Plan account into the account of another person within the Plan. To
complete such a transfer, you must mail to the Administrator a letter with
specific instructions regarding the transfer and an Authorization Form completed
by the person to whom you are transferring your shares.
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23. CAN THE PLAN BE AMENDED, MODIFIED, SUSPENDED OR TERMINATED?
Although we expect to continue the Plan indefinitely, we reserve the right
to amend, modify, suspend or terminate the Plan in any manner at any time. We
will notify you in writing of any modifications made to the Plan.
24. WHAT HAPPENS IF YOU TERMINATE THE PLAN?
Termination of the Plan will not affect your rights as a shareholder in any
way, and any book-entry shares that you own will continue to be credited to your
account unless you specifically request otherwise.
25. ARE THERE ANY RISKS ASSOCIATED WITH THE PLAN?
Your investment in shares purchased under the Plan is no different from any
investment in shares that you hold directly. Neither we nor the Administrator
can assure you a profit or protect you against a loss on shares that you
purchase. You bear the risk of loss and enjoy the benefits of any gain from
changes in the market price with respect to shares of common stock purchased
under the Plan.
26. HOW WILL YOU INTERPRET AND REGULATE THE PLAN?
We may interpret, regulate and take any other action in connection with the
Plan that we deem reasonably necessary to carry out the Plan. As a participant
in the Plan, you will be bound by any such actions taken by us or the
Administrator.
27. WHAT LAW GOVERNS THE PLAN?
The laws of the State of Maryland will govern the terms, conditions and
operation of the Plan.
28. WHERE WILL NOTICES BE SENT?
The Administrator will address all of its notices to you at your last known
address. You should notify the Administrator promptly in writing of any change
of address.
21
WHERE YOU CAN FIND MORE 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) 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
(908) 272-6755 (Facsimile)
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. 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.
INFORMATION ABOUT MACK-CALI REALTY CORPORATION
We are a fully- integrated, self-administered and self-managed real estate
investment trust, or "REIT." We own and operate a real estate portfolio
comprised predominantly of Class A office and office/flex properties located
primarily in the Northeast. We perform all commercial real estate leasing,
management, acquisition, development and construction services on an in-house
basis.
As of April 1, 2001, we owned or had interests in 268 properties,
aggregating approximately 28.6 million square feet, plus developable land. Our
properties are comprised of: (a) 259 wholly-owned
22
or company-controlled properties, consisting of 157 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
totaling 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 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 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. We
believe that our properties have excellent locations and access and are
well-maintained and professionally managed. As a result, we believe our
properties attract high quality tenants and achieve among the highest rental,
occupancy and tenant retention rates within their markets. 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.
All of our interests in our properties are held by, and our operations are
conducted through, Mack-Cali Realty, L.P., a Delaware limited partnership, or by
entities controlled by Mack-Cali Realty, L.P. As of April 1, 2001, we were the
beneficial owner of approximately 79.9 percent of the outstanding partnership
interests of Mack-Cali Realty, L.P., assuming the conversion of all preferred
limited partnership interests into common limited partnership interests; and are
its sole general partner.
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 will receive proceeds from the sale of shares of common stock that the
Administrator purchases directly from us. We will not receive proceeds from the
sale of common stock that the Administrator purchases in the open market or in
privately negotiated transactions. We will use the proceeds from the sale of
shares of common stock that the Administrator purchases directly from us for
general corporate purposes. We have no basis for estimating either the number of
shares of common stock or the prices of such shares that we will sell in
connection with the Plan.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our charter and bylaws contain certain provisions under which we are
required to indemnify our directors and officers against liability incurred by
them as a result of their service in those capacities. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers or controlling persons pursuant to the
above provisions, we have been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
23
PLAN OF DISTRIBUTION
Except to the extent the Administrator purchases shares of common stock in
the open market or in privately negotiated transactions with third parties, we
will sell directly to the Administrator the shares of common stock acquired
under the Plan. Such shares, including shares acquired pursuant to requests for
waivers, may be resold in market transactions on any national securities
exchange on which shares of common stock trade or in privately negotiated
transactions. The common stock currently is listed on the New York Stock
Exchange and the Pacific Exchange.
Pursuant to the Plan, we may be requested to approve optional cash
investments in excess of the allowable maximum amounts pursuant to requests for
waiver on behalf of participants in the Plan that may be engaged in the
securities business. In deciding whether to approve a request for waiver, we may
consider relevant factors including, among other things, (i) whether, at the
time of such request, the Administrator is acquiring shares of common stock for
the Plan directly from us or in the open market or in privately negotiated
transactions with third parties; (ii) our need for additional funds; (iii) our
desire to obtain such additional funds through the sale of common stock as
compared to other sources of funds; (iv) the purchase price likely to apply to
any sale of common stock; (v) the extent and nature of your prior participation
in the Plan; (vi) the number of shares of common stock you hold of record; and
(vii) the total amount of optional cash investments in excess of $5,000 for
which requests for waiver have been submitted. We may sell shares of common
stock through the Plan to persons who, in connection with the resale of such
shares, may be considered underwriters. We will not give any such person any
rights or privileges other than those that such person would be entitled to as a
participant under the Plan. We will not enter into any agreement with any such
person regarding such person's purchase, resale or distribution of shares. Under
certain circumstances, we may, however, approve requests for optional cash
investments in excess of the allowable maximum limitations pursuant to requests
for waivers.
Subject to the availability of shares of common stock registered for
issuance under the Plan, there is no total maximum number of shares that can be
issued pursuant to the reinvestment of dividends and optional cash investments.
We will pay all brokerage commissions and service charges in connection with the
reinvestment of dividends and optional cash investments to purchase common stock
under the Plan. You will have to pay any fees payable in connection with your
voluntary sale of shares from your Plan account and/or withdrawal from the Plan.
LEGAL MATTERS
Our counsel, Pryor Cashman Sherman & Flynn LLP, New York, New York, and
Ballard Spahr Andrews & Ingersoll, LLP, Baltimore, Maryland, have issued
opinions to us regarding certain legal matters in connection with this offering,
including the validity of the issuance of the shares of common stock offered
pursuant to the Plan.
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.
24
EXHIBIT A
PLAN SERVICE FEES SCHEDULE
Enrollment Fee for New Investors No Charge
Initial Purchase of Shares No Charge
Sale of Shares (partial or full)*
Transaction Fee $15.00 per sale transaction
Trading Fee $0.12 per share
Reinvestment of Dividends No Charge
Optional Cash Purchases No Charge
Gift or Transfer of Shares No Charge
Safekeeping of Stock Certificates No Charge
Certificate Issuance No Charge
Returned Checks for Insufficient Funds $25.00 per item
Duplicate Statements:
Current Year to 2 Years No Charge
2 Years or Older $5.00 per year requested
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* The Administrator will deduct the applicable fees from the proceeds of the
sale.
WE RESERVE THE RIGHT TO AMEND OR MODIFY THIS PLAN SERVICE FEES SCHEDULE AT
ANY TIME.
A-1
EXHIBIT B
CALENDAR OF EXPECTED EVENTS
OPTIONAL CASH INVESTMENTS OF $5,000 OR LESS
OPTIONAL CASH INVESTMENT
DUE DATE(1) INVESTMENT DATE
- ------------------------ ---------------
May 30, 2001 May 31, 2001
June 28, 2001 June 29, 2001
July 30, 2001 (2) July 31, 2001 (2)
August 30, 2001 August 31, 2001
September 27, 2001 September 28, 2001
October 30, 2001 (2) October 31, 2001 (2)
November 29, 2001 November 30, 2001
December 28, 2001 December 31, 2001
January 30, 2002 (2) January 31, 2002 (2)
February 27, 2002 February 28, 2002
March 28, 2002 March 29, 2002
April 29, 2002 (2) April 30, 2002 (2)
May 30, 2002 May 31, 2002
June 27, 2002 June 28, 2002
July 30, 2002 (2) July 31, 2002 (2)
August 29, 2002 August 30, 2002
September 27, 2002 September 30, 2002
October 30, 2002 (2) October 31, 2002 (2)
November 28, 2002 November 29, 2002
December 30, 2002 December 31, 2002
January 30, 2003 (2) January 31, 2003 (2)
February 27, 2003 February 28, 2003
March 28, 2003 March 31, 2003
April 29, 2003 (2) April 30, 2003 (2)
May 29, 2003 May 30, 2003
June 27, 2003 June 30, 2003
July 30, 2003 (2) July 31, 2003 (2)
August 28, 2003 August 29, 2003
September 29, 2003 September 30, 2003
October 30, 2003 (2) October 31, 2003 (2)
November 27, 2003 November 28, 2003
December 30, 2003 December 31, 2003
- ------------------------
(1) Optional cash investments of $5,000 or less are due one business day before
the Investment Date.
(2) Based upon our historical dividend payment dates, we may pay dividends in
this month. If our board of directors declares such dividend payments for
this month, then the Investment Date will be the dividend payment date in
this month, and the Optional Cash Investment Due Date will be adjusted
accordingly.
B-1
OPTIONAL CASH INVESTMENTS OF GREATER THAN $5,000
MINIMUM WAIVER PRICE/ OPTIONAL CASH PRICING PERIOD
WAIVER DISCOUNT INVESTMENT COMMENCEMENT PRICING PERIOD
SET DATE (1) DUE DATE(2) DATE(3) CONCLUSION DATE
- --------------------- ------------- -------------- ---------------
May 14 2001 May 16, 2001 May 17, 2001 May 31, 2001
June 12, 2001 June 14, 2001 June 15, 2001 June 29, 2001
July 12, 2001 (4) July 16, 2001 (4) July 17, 2001 (4) July 31, 2001 (2)
August 14, 2001 August 16, 2001 August 17, 2001 August 31, 2001
September 11, 2001 September 13, 2001 September 14, 2001 September 28, 2001
October 12, 2001 (4) October 16, 2001 (4) October 17, 2001 (4) October 31, 2001 (2)
November 13, 2001 November 15, 2001 November 16, 2001 November 30, 2001
December 12, 2001 December 14, 2001 December 17, 2001 December 31, 2001
January 14, 2002 (4) January 16, 2002 (4) January 17, 2002 (4) January 31, 2002 (2)
February 11, 2002 February 13, 2002 February 14, 2002 February 28, 2002
March 12, 2002 March 14, 2002 March 15, 2002 March 29, 2002
April 11, 2002 (4) April 15, 2002 (4) April 16, 2002 (4) April 30, 2002 (2)
May 14, 2002 May 16, 2002 May 17, 2002 May 31, 2002
June 11, 2002 June 13, 2002 June 14, 2002 June 28, 2002
July 12, 2002 (4) July 16, 2002 (4) July 17, 2002 (4) July 31, 2002 (2)
August 13, 2002 August 15, 2002 August 16, 2002 August 30, 2002
September 11, 2002 September 13, 2002 September 16, 2002 September 30, 2002
October 14, 2002 (4) October 16, 2002 (4) October 17, 2002 (4) October 31, 2002 (2)
November 12, 2002 November 14, 2002 November 15, 2002 November 29, 2002
December 12, 2002 December 16, 2002 December 17, 2002 December 31, 2002
January 14, 2003 (4) January 16, 2003 (4) January 17, 2003 (4) January 31, 2003 (2)
February 11, 2003 February 13, 2003 February 14, 2003 February 28, 2003
March 12, 2003 March 14, 2003 March 17, 2003 March 31, 2003
April 11, 2003 (4) April 15, 2003 (4) April 16, 2003 (4) April 30, 2003 (2)
May 13, 2003 May 15, 2003 May 16, 2003 May 30, 2003
June 11, 2003 June 13, 2003 June 16, 2003 June 30, 2003
July 14, 2003 (4) July 16, 2003 (4) July 17, 2003 (4) July 31, 2003 (2)
August 12, 2003 August 14, 2003 August 15, 2003 August 29, 2003
September 11, 2003 September 15, 2003 September 16, 2003 September 30, 2003
October 14, 2003 (4) October 16, 2003 (4) October 17, 2003 (4) October 31, 2003 (2)
November 11, 2003 November 13, 2003 November 14, 2003 November 28, 2003
December 12, 2003 December 16, 2003 December 17, 2003 December 31, 2003
- --------------------------
(1) The Minimum Waiver Price and the Waiver Discount, if any, will be
established three business days prior to the first day of the Pricing
Period. The Minimum Waiver Price and Waiver Discount only apply to purchases
made pursuant to an approved Request for Waiver.
(2) Optional cash investments of greater than $5,000 made pursuant to an
approved Request for Waiver are due by the close of business on the last
business day immediately preceding the first day of the Pricing Period.
(3) The Pricing Period relating to optional cash investments of greater than
$5,000 made pursuant to an approved Request for Waiver will be the ten
consecutive trading days ending on either (a) the dividend payment date
during any month in which we pay a cash dividend or (b) the last trading day
of any month in which we do not pay a cash dividend.
(4) Based upon our historical dividend payment dates, we may pay dividends in
this month. If our board of directors declares such dividend payments for
this month, then the Pricing Period Conclusion Date will be the dividend
payment date in this month, and the Minimum Waiver Price/Waiver Discount Set
Date, Optional Cash Investment Due Date and Pricing Period Commencement Date
will be adjusted accordingly.
B-2
U.S. EQUITY MARKETS
CLOSED IN 2001
New Years Day January 1
Martin Luther King Jr. Day January 15
Presidents Day February 19
Good Friday April 13
Memorial Day May 28
Independence Day July 4
Labor Day September 3
Thanksgiving Day November 22
Christmas Day December 25
U.S. EQUITY MARKETS
CLOSED IN 2002
New Years Day January 1
Martin Luther King Jr. Day January 21
Presidents Day February 18
Good Friday March 29
Memorial Day May 27
Independence Day July 4
Labor Day September 2
Thanksgiving Day November 28
Christmas Day December 25
U.S. EQUITY MARKETS
CLOSED IN 2003
New Years Day January 1
Martin Luther King Jr. Day January 20
Presidents Day February 17
Good Friday April 18
Memorial Day May 26
Independence Day July 4
Labor Day September 1
Thanksgiving Day November 27
Christmas Day December 25
B-3
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY US. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED BY THIS PROSPECTUS IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT ANY INFORMATION CONTAINED THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
PAGE
--------
Summary of the Plan................... 2
Terms and Conditions of the Plan...... 4
Where You Can Find More Information... 22
Incorporation of Certain Documents By
Reference........................... 22
Information About Mack-Cali Realty
Corporation......................... 22
Use of Proceeds....................... 23
Indemnification for Securities Act
Liabilities......................... 23
Plan of Distribution.................. 24
Legal Matters......................... 24
Experts............................... 24
Exhibit A............................. A-1
Exhibit B............................. B-1
5,700,000 SHARES
MACK-CALI REALTY CORPORATION
COMMON STOCK
OFFERED BY THE COMPANY
TO ITS SHAREHOLDERS SOLELY
IN CONNECTION WITH ITS
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
---------------------
PROSPECTUS
---------------------
MAY 11, 2001
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