SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 4, 1996 Cali Realty Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 1-13274 22-3305147 - -------------------------------------------------------------------------------- (state or other jurisdiction (Commission (IRS Employer or incorporation) File Number) Identification Number) 11 Commerce Drive, Cranford , New Jersey 07016 - -------------------------------------------------------------------------------- Registrant's telephone number, including area code (908) 272-8000 N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets On November 4, 1996, Cali Realty Corporation (the "Company") completed its acquisition (the "Acquisition") of Harborside Financial Center, a 1.9 million square foot office complex located in Jersey City, New Jersey. In connection with the Acquisition, the Company also acquired 11.3 acres of land fully zoned and permitted for an additional 4.1 million square feet of development. The total cost for the Acquisition of approximately $287,400,000 was financed with mortgage indebtedness of $150,000,000 and with cash of $137,400,000 which was made available through the Company's revolving credit facilities (including its new $80,000,000 revolving credit facility with Prudential Securities Credit Corp.) The foregoing description of the Acquisition, as well as the description of the Acquisition contained in the Company's Current Report on Form 8-k, dated October 24, 1996, are not intended to be complete and are qualified in their entirety by the completed text of the material agreements setting forth the terms of the Acquisition, which material agreements are filed as Exhibits 10.42 through 10.50 hereto and are incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 10.42 - Agreement of Purchase and Sale, dated September 11, 1996 , among Plaza One Exchange Place Limited Partnership, Harborside Exchange Place Limited Partnership, Plaza II and III Urban Renewal Associates, L.P., (Seller) and Cali Realty Corporation (Purchaser). 10.43 - Contingent Consideration Agreement, dated November 4, 1996, between Harborside Exchange Place Limited Partnership and Cali Harborside (Fee) Associates L.P. 10.44 - Revolving Credit Facility Agreement, dated November 1, 1996, among Cali Realty, L.P., as Borrower, the Lenders parties thereto, and Prudential Securities Credit Corp., as Administrative Agent, in the amount of $80,000,000 10.45 - Mortgage Note in the amount of $42,087,513 between Cali Harborside Plaza I (Fee) Associates L.P. and US West Pension Trust Investment Management Company, dated November 4, 1996 10.46 - Assignment and Assumption Agreement, dated as of November 4, 1996, among Plaza One Exchange Place Limited Partnership (formerly known as BT Exchange Limited Partnership), Harborside Exchange Place Limited Partnership, Harborside Urban Renewal Associates L.P., Plaza II & III Urban Renewal Associates L.P., Plaza IV Urban Renewal Associates L.P., Plaza V Urban Renewal Associates L.P., Plaza VI Urban Renewal Associates L.P., Cali Harborside (Fee) Associates L.P., Cal-Harbor II & III Urban Renewal Associates L.P., Cal-Harbor IV Urban Renewal Association L.P., Cal-Harbor V Urban Renewal Associates L.P., Cal-Harbor VI Urban Associates Renewal Associates L.P., Cal-Harbor VII Urban Renewal Associates L.P., The Northwestern Mutual Life Insurance Company and Principal Mutual Life Insurance Company 10.47 - Management Agreement, dated November 4, 1996, among Cali Harborside (Fee) Associates L.P., Cali Harborside Plaza I (Fee) Associates L.P., Plaza II & III Urban Renewal Associates L.P., Cal-Harbor II & III Urban Renewal Associates L.P., Plaza IV Urban Renewal Associates L.P., Cal-Harbor IV Urban Renewal Associates L.P., Plaza V Urban Renewal Associates, Cal-Harbor V Urban Renewal Associates L.P., Plaza VI Urban Renewal Associates L.P., Cal-Harbor VI Urban Renewal Associates L.P., Harborside Exchange Place Limited Partnership, Cal-Harbor VII Urban Renewal Associates L.P., North Pier Urban Renewal Associates L.P., Cal-Harbor No. Pier Urban Renewal Associates L.P., South Pier Urban Renewal Associates L.P., Cal-Harbor So. Pier Urban Renewal Associates L.P. and Institutional Realty Management, LLC, as Manager. 10.48 - Rental Agency Agreement, dated November 4, 1996, among Cali Harborside (Fee) Associates L.P., Cali Harborside Plaza I (Fee) Associates L.P., Plaza II and III Urban Renewal Associates L.P., Cal-Harbor II & III Urban Renewal Associates L.P., Plaza IV Urban Renewal Associates L.P., Cal-Harbor IV Urban Renewal Associates L.P., Plaza V Urban Renewal Associates L.P., Cal-Harbor V Urban Renewal Associates L.P., Plaza VI Urban Renewal Associates L.P., Cal-Harbor VI Urban Renewal Associates L.P., Harborside Exchange Place Limited Partnership, Cal-Harbor VII Urban Renewal Associates L.P., North Pier Urban Renewal Associates L.P., Cal-Harbor No. Pier Urban Renewal Associates L.P., South Pier Urban Renewal Associates L.P., Cal-Harbor So. Pier Urban Renewal Associates L.P. and Institutional Realty Management, LLC, as Rental Agent 10.49 - Company Pledge Agreement, dated as of November 1, 1996, between Cali Realty Corporation and Prudential Securities Credit Corp., as Administrative Agent for the Lenders 10.50 - Pledge Agreement, dated as of November 1, 1996, between Cali Realty, L.P. and Prudential Securities Credit Corp., as Administrative Agent for the benefit of the Lenders SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Cali Realty Corporation has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. CALI RELATY CORPORATION November 18, 1996 By: /s/ Thomas A. Rizk ----------------------------------------- Thomas A. Rizk President and Chief Executive Officer November 18, 1996 By: /s/ Barry Lefkowitz ----------------------------------------- Barry Lefkowitz Vice President - Finance and Chief Financial Officer EXHIBIT INDEX Exhibit Number Exhibit Title 10.42 Agreement of Purchase and Sale, dated September 11, 1996, among Plaza One Exchange Place Limited Partnership, Harborside Exchange Place Limited Partnership, Plaza II and III Urban Renewal Associates, L.P., (Seller) and Cali Realty Corporation (Purchaser) 10.43 Contingent Consideration Agreement, dated November 4, 1996, between Harborside Exchange Place Limited Partnership and Cali Harborside (Fee) Associates L.P. 10.44 Revolving Credit Facility Agreement, dated November 1, 1996, among Cali Realty, L.P., as Borrower, the Lenders parties thereto, and Prudential Securities Credit Corp., as Administrative Agent, in the amount of $800,000,000 10.45 Mortgage Note in the amount of $42,087,513 between Cali Harborside Plaza I (Fee) Associates L.P. and US West Pension Trust Investment Management Company, dated November 4, 1996 10.46 Assignment and Assumption Agreement, dated as of November 4, 1996, among Plaza One Exchange Place Limited Partnership (formerly known as BT Exchange Limited Partnership), Harborside Exchange Place Limited Partnership, Harborside Urban Renewal Associates L.P., Plaza II & III Urban Renewal Associates L.P., Plaza IV Urban Renewal Associates L.P., Plaza V Urban Renewal Associates L.P., Plaza VI Urban Renewal Associates L.P., Cali Harborside (Fee) Associates L.P., Cal-Harbor II & III Urban Renewal Associates L.P., Cal-Harbor IV Urban Renewal Association L.P., Cal-Harbor V Urban Renewal Associates L.P., Cal-Harbor VI Urban Associates Renewal Associates L.P., Cali-Harbor VII Urban Renewal Associates L.P., The Northwestern Mutual Life Insurance Company and Principal Mutual Life Insurance Company. 10.47 Management Agreement, dated November 4, 1996, among Cali Harborside (Fee) Associates L.P., Cali Harborside Plaza I (Fee) Associates L.P., Plaza II & III Urban Renewal Associates L.P., Cal-Harbor II & III Urban Renewal Associates L.P., Plaza IV Urban Renewal Associates L.P., Cal-Harbor IV Urban Renewal Associates L.P., Plaza V Urban Renewal Associates, Cal-Harbor V Urban Renewal Associates L.P., Plaza VI Urban Renewal Associates L.P., Harborside Exchange Place Limited Partnership, Cal-Harbor VII Urban Renewal Associates L.P., North Pier Urban Renewal Associates L.P., Cal-Harbor No. Pier Urban Renewal Associates L.P., South Pier Urban Renewal Associates L.P., Cal-Harbor So. Pier Urban Renewal Associates L.P. and Institutional Realty Management, LLC, as Manager. 10.48 Rental Agency Agreement, dated November 4, 1996, among Cali Harborside (Fee) Associates L.P., Cali Harborside Plaza I (Fee) Associates L.P., Plaza II and III Urban Renewal Associates L.P., Cal-Harbor II & III Urban Renewal Assocites L.P., Plaza IV Urban Renewal Associates L.P., Cal-Harbor IV Urban Renewal Associates L.P., Plaza V Urban Renewal Associates L.P., Cal-Harbor V Urban Renewal Associates L.P., Plaza VI Urban Renewal Associates L.P., Cal-Harbor VI Urban Renewal Associates L.P., Harborside Exchange Place Limited Partnership, Cal-Harbor VII Urban Renewal Associates L.P., North Pier Urban Renewal Associates L.P., Cal-Harbor No. Pier Urban Renewal Associates L.P., South Pier Urban Renewal Associates L.P., Cal-Harbor So. Pier Urban Renewal Associates L.P., and Institutional Realty Management, LLC, as Rental Agent. 10.49 Company Pledge Agreement, dated as of November 1, 1996, between Cali Realty Corporation and Prudential Securities Credit Corp., as Administrative Agent for the Lenders 10.50 Pledge Agreement, dated as November 1, 1996, between Cali Realty, L.P. and Prudential Securities Credit Corp., as Administrative Agent for the benefit of the Lenders.