- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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):
DECEMBER 11, 1997
------------------------
MACK-CALI REALTY CORPORATION
(Exact name of Registrant as specified in its charter)
MARYLAND
(State or other jurisdiction of incorporation)
1-3274 22-3305147
(Commission File No.) (I.R.S. Employer Identification No.)
11 COMMERCE DRIVE, CRANFORD, NEW JERSEY 07016
(Address of Principal Executive Offices) (Zip Code)
(908) 272-8000
(Registrant's telephone number, including area code)
CALI REALTY CORPORATION
(Former Name or Former Address, if Changed Since Last Report)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 11, 1997, Cali Realty Corporation ("MC Corp") and its
subsidiary, Cali Realty, L.P. (together with MC Corp., collectively, the
"Company") completed its previously announced transaction (the "Transaction")
pursuant to the agreement dated as of September 18, 1997 with the Mack Company
and Patriot American Office Group (collectively, the "Mack Group"), as amended
as of December 11, 1997. The Company acquired 54 office properties, aggregating
approximately 9.4 million square feet (the "Mack Properties") and each of Cali
Realty Corporation and Cali Realty, L.P. changed its name to Mack-Cali Realty
Corporation and Mack-Cali Realty, L.P., respectively.
The total initial consideration of the Transaction was as follows: (i)
$468,958,000 in cash, (ii) $291,882,637 in debt of the Mack Group assumed by the
Company (the "Mack Assumed Debt"), (iii) up to 3,972,318 Common Units of Limited
Operating Partnership Interests in Mack-Cali Realty, L.P. ("Common Units"), (iv)
up to a stated value of $27,132,153 in Series A Preferred Units of Limited
Operating Partnership Interests in Mack-Cali Realty, L.P. ("Series A Preferred
Units"), (v) up to a stated value of $223,124,847 Series B Preferred Units of
Limited Operating Partnership Interests in Mack-Cali Realty, L.P. ("Series B
Preferred Units") and (vi) warrants to purchase 2,000,000 Common Units. The
warrants are exercisable at any time after one year from the date of their
issuance and prior to the fifth anniversary thereof at an exercise price of
$37.80 per Common Unit. Each of the Series A Preferred Units may be converted at
any time into Common Units at a conversion price of $34.65 per unit, and, after
the one year anniversary of the date of the Series A Preferred Units' initial
issuance, Common Units received pursuant to such conversion may be redeemed into
Common Stock (as hereinafter defined). Each of the Series B Preferred Units may
be converted at any time into Common Units at a conversion price of $34.65 per
unit, and, after the three year anniversary of the date of the Series B
Preferred Units' initial issuance, Common Units received pursuant to such
conversion may be redeemed into Common Stock. Each of the Common Units are
redeemable after one year for an equal number of shares of Common Stock of MC
Corp.
At closing, 2,006,432 Common Units ("Contingent Common Units"), 11,895
Series A Preferred Units and 7,799 Series B Preferred Units ("Contingent
Preferred Units," and together with Contingent Common Units, collectively, the
"Contingent Units") were issued as contingent non-participating units. Such
Contingent Units have no voting, distribution or other rights until such time as
they are redeemed into Common Units, Series A Preferred Units, and Series B
Preferred Units respectively. Redemption of such Contingent Units shall occur
upon the achievement of certain performance goals relating to certain of the
Mack Properties, specifically the achievement of certain leasing activity, as
more fully set forth in the First Amendment to the Contribution and Exchange
Agreement, attached hereto as Exhibit 10.99.
In connection with the Transaction, resigning from the Board of Directors of
MC Corp. were Brant Cali, Brad Berger, Angelo R. Cali, Kenneth A. DeGhetto,
James W. Hughes and Alan Turtletaub. Added to the Board by nomination by the
Mack Group were Mitchell E. Hersh, William L. Mack and Earle I. Mack. Added as
independent members of the Board were Martin D. Gruss, Jeffrey B. Lane, Vincent
Tese and Paul A. Nussbaum.
In addition, in connection with the Transaction, Brant Cali resigned as
Chief Administrative Officer of MC Corp., John R. Cali resigned as Chief
Accounting Officer of MC Corp. and Thomas A. Rizk resigned as President of MC
Corp. Mitchell E. Hersh entered into an employment agreement with MC Corp.
naming him as President and Chief Operating Officer (Exhibit 10.111). Also
entering into new employment agreements with MC Corp. were Thomas A. Rizk, as
Chief Executive Officer (Exhibit 10.112), Brant Cali, as Executive Vice
President (Exhibit 10.113), and John R. Cali, as Executive Vice President
(Exhibit 10.114). Entering into Amended and Restated Employment Agreements with
MC Corp. were Roger W. Thomas, as Executive Vice President, General Counsel and
Assistant Secretary (Exhibit 10.115), Barry Lefkowitz, as Executive Vice
President and Chief Financial Officer (Exhibit 10.116) and Timothy M. Jones, as
Executive Vice President (Exhibit 10.117).
1
Finally, MC Corp. issued (i) a warrant to purchase 339,976 shares of MC
Corp. common Stock, par value $.01 per share ("Common Stock"), at a purchase
price of $38.75 per share to Mitchell E. Hersh (Exhibit 10.106); (ii) a warrant
to purchase 125,000 shares of Common Stock at a purchase price of $38.75 per
share to James Mertz (Exhibit 10.107); and (iii) a warrant to purchase 50,000
shares of Common Stock at a purchase price of $38.75 per share to James Clabby
(Exhibit 10.108). In each case, the warrants vest evenly over a five year
period, commencing December 31, 1997 and expire 10 years after their date of
issuance.
On December 10, 1997, Mack-Cali Realty, L.P. entered into a certain Credit
Agreement with Prudential Securities Credit Corporation ("PSC") under the terms
of which PSC agreed to advance Mack-Cali Realty, L.P. $200,000,000.00. The
proceeds of the loan were used to fund a portion of the cash consideration in
completion of the Transaction. The credit agreement has a one year term and
interest payments are required monthly. The interest rate is LIBOR plus 110
basis points. The loan is a recourse loan secured by eleven properties owned by
the Company and located in New Jersey.
The Company has been advised that, on December 10, 1997, a Shareholder's
Derivative Action was filed in Maryland Court on behalf of one individual
shareholder. The complaint, which has yet to be served, questions certain
executive compensation decisions made by the Company's Board of Directors in
connection with the Transaction. The Board's compensation decisions were
discussed in the proxy materials distributed in connection with the Transaction
and were approved by in excess of 99% of the voting shareholders. The Company
believes that this lawsuit is factually and legally baseless and will be
vigorously defended if the complaint is ever served.
The Transaction was previously reported on the Current Report on Form 8-K,
filed by the Company on September 19, 1997. This Current Report on Form 8-K
supersedes the September 19, 1997 8-K in its entirety. Set forth below are the
historical and pro forma financial statements of Businesses Acquired (Section
210.3-05 and Section 210.11 of Regulation S-X) as required by Item 7 of Form
8-K.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The Audited Combined Financial Statements of the Mack Group as of December
31, 1996 and 1995 and for the three years in the period ended December 31, 1996,
the Unaudited Financial Information as of September 30, 1997 and for the nine
months ended September 30, 1997 and 1996 and the Property Tables, each contained
in the Proxy Statement (Schedule 14A) of the Company, filed on November 10,
1997, are hereby incorporated by reference herein.
(B) PRO FORMA FINANCIAL INFORMATION.
Unaudited pro forma financial information for the Company is presented as
follows:
(i) condensed consolidated balance sheet as of September 30, 1997; and
(ii) condensed consolidated statements of operations for the nine month
period ended September 30, 1997 and the year ended December 31, 1996.
2
(C) EXHIBITS.
EXHIBIT
NUMBER EXHIBIT TITLE
- ----------- --------------------------------------------------------------------------------------------------------
10.99 First Amendment to Contribution and Exchange Agreement, dated as of December 11, 1997 by and among the
Company and the Mack Group.
10.100 Certificate of Designation of Series A Preferred Operating Partnership Units of Limited Partnership
Interest of Mack-Cali Realty, L.P.
10.101 Certificate of Designation of Series B Preferred Operating Partnership Units of Limited Partnership
Interest of Mack-Cali Realty, L.P.
10.102 Certificate of Designation of Contingent Non-Participating Common Operating Partnership Units of Limited
Partnership Interest of Mac-Cali Realty, L.P.
10.103 Certificate of Designation of Series A Contingent Non-Participating Preferred Operating Partnership
Units of Limited Partnership Interest of Mack-Cali Realty, L.P.
10.104 Certificate of Designation of Series B Contingent Non-Participating Preferred Operating Partnership
Units of Limited Partnership Interest of Mack-Cali Realty, L.P.
10.105 Form of Warrant Agreement to purchase Common Operating Partnership Units of Limited Partnership
Interests of Mack-Cali Realty, L.P.
10.106 Warrant Agreement, dated December 12, 1997, executed in favor Mitchell E. Hersh to purchase shares of
common stock (Common Stock), par value $.01 per share, of Mack-Cali Realty Corporation.
10.107 Warrant Agreement, dated December 12, 1997, executed in favor James Mertz to purchase shares of Common
Stock of Mack-Cali Realty Corporation.
10.108 Warrant Agreement, dated December 12, 1997, executed in favor James Clabby to purchase shares of Common
Stock of Mack-Cali Realty Corporation..
10.109 Registration Rights Agreement, dated December 11, 1997 among Mack-Cali Realty Corporation and the
investors listed therein.
10.110 Second Amended and Restated Agreement of Limited Partnership, dated December 11, 1997, for Mack-Cali
Realty, L.P.
10.111 Employment Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and Mitchell E.
Hersh.
10.112 Employment Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and Thomas A. Rizk.
10.113 Employment Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and Brant Cali.
10.114 Employment Agreement, dated December 11, 1997, between Mac-Cali Realty Corporation and John R. Cali.
10.115 Amended and Restated Employment Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation
and Roger W. Thomas.
10.116 Amended and Restated Employment Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation
and Barry Lefkowitz.
10.117 Amended and Restated Employment Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation
and Timothy M. Jones.
3
EXHIBIT
NUMBER EXHIBIT TITLE
- ----------- --------------------------------------------------------------------------------------------------------
10.118 Non-Competition Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and Earle Mack.
10.119 Non-Competition Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and David Mack.
10.120 Non-Competition Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and Frederic
Mack.
10.121 Non-Competition Agreement, dated December 11, 1997, between Mack-Cali Realty Corporation and William
Mack.
10.122 Credit Agreement, dated as of December 10, 1997, by and among Cali Realty, L.P. and the other
signatories thereto.
10.123 Form of Promissory Note, dated as of December 10, 1997, of Cali Realty, L.P. in favor of Prudential
Securities Credit Corporation.
10.124 Mortgage, Security Agreement and Assignment of Leases and Rents, dated as of December 10, 1997, in favor
of Prudential Securities Credit Corporation.
4
MACK-CALI REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997 (DOLLARS IN THOUSANDS)
(UNAUDITED)
The following unaudited pro forma condensed consolidated balance sheet is
presented as if the Transaction and the 1997 Offering had occurred on September
30, 1997. This unaudited pro forma condensed consolidated balance sheet should
be read in conjunction with the pro forma condensed consolidated statement of
operations of the Company and the historical financial statements and notes
thereto of the Company included in the Company's Form 10-K for the year ended
December 31, 1996 and the Company's Form 10-Q for the nine month period ended
September 30, 1997, respectively.
The pro forma condensed consolidated balance sheet is unaudited and is not
necessarily indicative of what the actual financial position of the Company
would have been had the Transaction and the 1997 Offering actually occurred on
September 30, 1997, nor does it purport to represent the future financial
position of the Company.
PRO FORMA
ADJ. FOR
THE
TRANSACTION
COMPANY AND 1997 COMPANY
ASSETS HISTORICAL OFFERING PRO FORMA
---------- ---------- ----------
Rental property, net.............................. $1,351,541 $1,102,188(a) $2,453,729
Cash and cash equivalents......................... 3,409 -- (b) 3,409
Unbilled rents receivable......................... 25,617 -- 25,617
Deferred charges and other assets, net............ 18,571 -- 18,571
Restricted cash................................... 5,154 1,467(e) 6,621
Accounts receivable, net.......................... 5,637 -- 5,637
Mortgage note receivable.......................... 7,250 -- 7,250
---------- ---------- ----------
Total assets...................................... $1,417,179 $1,103,655 $2,520,834
---------- ---------- ----------
---------- ---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgages and loans payable....................... $ 593,058 $ 320,798(c) $ 913,856
Dividends and distributions payable............... 20,377 -- 20,377
Accounts payable and accrued expenses............. 15,578 6,133(d) 21,711
Accrued interest payable.......................... 2,081 -- 2,081
Rents received in advance and security deposits... 17,088 10,713(e) 27,801
---------- ---------- ----------
Total liabilities................................. 648,182 337,644 985,826
---------- ---------- ----------
Minority interest of unitholders in
Operating Partnership........................... 70,479 306,352(f) 376,831
---------- ---------- ----------
Stockholders' equity
Common stock, $.01 par value.................... 366 130(g) 496
Other stockholders' equity........................ 698,152 459,529(h) 1,157,681
---------- ---------- ----------
Total stockholders' equity........................ 698,518 459,659 1,158,177
---------- ---------- ----------
Total liabilities and stockholders' equity........ $1,417,179 $1,103,655 $2,520,834
---------- ---------- ----------
---------- ---------- ----------
See accompanying footnotes on subsequent pages.
5
MACK-CALI REALTY CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1997 (IN THOUSANDS)
(UNAUDITED)
(a) Represents the estimated aggregate acquisition cost to be incurred by the
Company to acquire the Mack Properties based upon the estimated market price
of the consideration to be paid as of the time the Transaction was agreed to
and announced. The total costs approximate the fair value of the rental
property to be acquired and include the following:
Cash............................................................ $ 468,958
Mack Assumed Debt............................................... 291,883
Common Units(1)................................................. 66,373
Preferred Units(1).............................................. 236,491
Warrants........................................................ 8,524
Estimated Transaction-related costs............................. 29,959
---------
$1,102,188
---------
---------
(b) The following schedule summarizes the pro forma sources and uses of funds in
connection with the Transaction and the 1997 Offering:
Net proceeds received from the 1997 Offering after underwriting
discount and issuance costs of $28,021.......................... $ 489,542
Pro forma drawing on the Company's credit facilities.............. 28,915
Cash consideration paid (including estimated Transaction-related
costs of $29,959)............................................... (498,917)
Cash paid for executive compensation, bonuses and related tax
obligation payments............................................. (35,565)
Net cash from closing adjustments at completion of Transaction.... 16,025
---------
$ 0
---------
---------
(c) Represents the Mack Assumed Debt assumed by the Company and additional
drawings on the Company's credit facilities in connection with the
consummation of the Transaction, as follows:
Mack Assumed Debt................................................. $ 291,883
Additional drawings on the Company's credit facilities............ 28,915
---------
$ 320,798
---------
---------
(d) Represents closing pro-rations from the Transaction ($6,779), less amounts
that were accrued in the Company's historical accounts as of September 30,
1997 for tax obligation payments in connection with the Company's executive
compensation agreements, which were paid in connection with the completion
of the Transaction ($646).
(e) Represents adjustments for rents received in advance ($8,139), and security
deposits ($2,574), received by the Company at the closing of the
Transaction. Additionally, the Company received $1,467 in restricted cash at
closing.
6
MACK-CALI REALTY CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
AS OF SEPTEMBER 30, 1997 (IN THOUSANDS)
(UNAUDITED)
(f) Reflects the adjustment to minority interest of the unitholders in the
Operating Partnership computed as follows:
Common Units(1)................................................... $ 66,373
Preferred Units(1)................................................ 236,491
Warrants.......................................................... 8,524
Minority interest share of non-recurring charges [see Note (h)
below].......................................................... (5,036)
---------
$ 306,352
---------
---------
(g) Reflects the issuance of 13 million shares of the Company's Common Stock
with a par value of $.01 per share.
(h) Reflects the issuance of 13 million shares of the Company's Common Stock
with a par value of $.01 per share, at $39.8125 per share. The following
table sets forth the adjustments to Other stockholders' equity:
Net proceeds received from the 1997 Offering after estimated
underwriting discount and issuance costs of $28,021, (net of
$130 for par value)............................................. $ 489,412
Recording of the financial accounting value ascribed to the
beneficial conversion feature inherent in the Preferred Units
upon issuance. The Preferred Units are immediately convertible
into Common Units at $34.65 per Common Unit, which is an amount
that is expected to be less than the market price of the Common
Stock (assumed to be $39.0625 per share for purposes of this pro
forma information) as of the date the Preferred Units are
issued.......................................................... 29,361
Recording of amortization for the beneficial conversion feature
inherent in the Preferred Units as they are immediately
convertible into Common Units upon consummation of the
Transaction(2).................................................. (29,361)
Expensing of previously unamortized stock compensation recorded in
connection with the Company's executive compensation agreements,
which fully vested on an accelerated basis as a result of the
consummation of the Transaction(2).............................. (11,423)
Tax obligation payments related to stock compensation (net of $645
previously accrued)(2).......................................... (5,874)
Elimination of unamortized stock compensation previously recorded
in equity....................................................... 11,423
Additional executive compensation and bonuses paid upon
consummation of the Transaction(2).............................. (29,046)
Allocation to minority interest based upon post-Transaction
ownership....................................................... 5,037
---------
$ 459,529
---------
---------
- ------------------------
(1) Does not include 19,694 Contingent Preferred Units and 2,006,432 Contingent
Common Units which will convert, in whole or in part, into ordinary Common
Units upon achieving certain rents for space not presently leased in certain
of the Mack Properties. The value of such Units will be recorded as
additional acquisition costs at the time such Units are converted.
(2) Reflects the adjustments to historical net earnings for non-recurring
charges, incurred in connection with the Transaction and will be recorded in
the Company's statement of operations for the period in which they are
incurred.
7
MACK-CALI REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
AND THE YEAR ENDED DECEMBER 31, 1996
The unaudited pro forma condensed consolidated statements of operations for
the nine months ended September 30, 1997 and for the year ended December 31,
1996 are presented as if each of the following had occurred on January 1, 1996:
(i) the partial prepayment by the Company of its Initial Mortgage Financing
("Partial Prepayment") in 1996, (ii) the disposition by the Company of its
property at 15 Essex Road in Paramus, New Jersey ("Essex Road") in 1996, (iii)
the acquisition by the Company of the properties known as 103 Carnegie, Rose
Tree, the Mount Airy Road Buildings , Five Sentry Parkway, Harborside, Whiteweld
Centre, One Bridge Plaza and Airport Center in 1996, (iv) the net proceeds
received by the Company as a result of its common stock offering of 3,450,000
shares on August 13, 1996 (the "August Offering"), (v) the net proceeds received
by the Company as a result of its common stock offering of 17,537,500 shares on
November 22, 1996 (the "November Offering"), (vi) the completion by the Company
of the RM Transaction, (vii) the acquisition of 1345 Campus Parkway, Westlakes
Office Park, the Moorestown Building, Shelton Plaza, 200 Corporate and Three
Independence by the Company (collectively, the "Pre-Mack Events," which are more
fully discussed in the Company's Current Report on Form 8-K, dated September 18,
1997), and (viii) completion by the Company of the Transaction and the 1997
Offering. Items (i) through (v) above are to be collectively referred to as the
"1996 Events."
Such pro forma information is based upon the historical consolidated results
of operations of the Company for the nine months ended September 30, 1997 and
for the year ended December 31, 1996, after giving effect to the transactions
described above. The pro forma condensed consolidated statements of operations
should be read in conjunction with the pro forma condensed consolidated balance
sheet of the Company and the historical financial statements and notes thereto
of the Company included in the Company's Form 10-Q for the nine months ended
September 30, 1997 and in the Company's Form 10-K for the year ended December
31, 1996.
The unaudited pro forma condensed consolidated statements of operations are
not necessarily indicative of what the actual results of operations of the
Company would have been assuming the transactions had been completed as set
forth above, nor does it purport to represent the Company's results of
operations for future periods.
8
MACK-CALI REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
PRO FORMA
ADJ. FOR
THE
TRANS-
ACTION
AND
PRO FORMA ADJ. PRE-MACK HISTORICAL 1997
COMPANY FOR PRE-MACK EVENTS THE MACK OFFERING COMPANY
REVENUES HISTORICAL EVENTS PRO FORMA GROUP (H) PRO FORMA
---------- -------------- --------- ---------- --------- ------------
Base rents............................. $ 145,328 $11,330(a) $156,658 $ 96,714 $ 6,220(e) $259,592
Escalations and recoveries from
tenants.............................. 22,464 1,220(a) 23,684 12,686 -- 36,370
Parking and other...................... 5,245 524(a) 5,769 6,131 -- 11,900
Interest income........................ 2,268 (956) (b) 1,312 454 (454) (f) 1,312
---------- ------- --------- ---------- --------- ------------
Total revenues......................... 175,305 12,118 187,423 115,985 5,766 309,174
---------- ------- --------- ---------- --------- ------------
EXPENSES
Real estate taxes...................... 18,513 1,407(a) 19,920 11,893 -- 31,813
Utilities.............................. 13,001 988(a) 13,989 10,477 -- 24,466
Operating services..................... 21,056 1,711(a) 22,767 14,553 -- 37,320
General and administrative............. 10,601 743(a) 11,344 8,710 (3,800) (g) 16,254
Depreciation and amortization.......... 25,631 1,970(a) 27,601 21,586 (5,053) (i) 44,134
Interest expense....................... 28,398 1,136 29,534(c) 44,325 (26,043) (j) 47,816
---------- ------- --------- ---------- --------- ------------
Total expenses......................... 117,200 7,955 125,155 111,544 (34,896) 201,803
---------- ------- --------- ---------- --------- ------------
Income before minority interest and
extraordinary item................... 58,105 4,163 62,268 4,441 40,662 107,371
Minority interest...................... 5,663 617(d) 6,280 -- 15,793(k) 22,073
---------- ------- --------- ---------- --------- ------------
Income before extraordinary item....... $ 52,442 $ 3,546 $ 55,988 $ 4,441 $ 24,869 $ 85,298
---------- ------- --------- ---------- --------- ------------
---------- ------- --------- ---------- --------- ------------
Weighted average common shares
outstanding (l)...................... 36,469 49,668
---------- ------------
Income before extraordinary item per
common share (m)..................... $ 1.44 $ 1.72
---------- ------------
9
MACK-CALI REALTY CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(IN THOUSANDS)
(a) Reflects:
Revenues and expenses for the properties acquired in 1997 by the Company (as
disclosed by the Company in previously-filed Current Reports on Form 8-K and
8-K/A) for the period January 1, 1997 through the earlier of the date of
acquisition/completion or September 30, 1997, as follows:
REAL
ACQUISITION/ BASE ESCALATIONS/ OTHER ESTATE OPERATING
PROPERTY/TRANSACTION (1) COMPLETION DATE RENTS (2) RECOVERIES INCOME TAXES UTILITIES SERVICES
- ---------------------------- ----------------- ----------- ------------- ----------- --------- ----------- -----------
1345 Campus Parkway......... January 28, 1997 $ 58 $ 19 -- $ 7 $ 1 $ 4
RM Transaction.............. January 31, 1997 5,209 195 $ 524 817 379 858
Westlakes................... May 8, 1997 3,126 866 -- 258 362 449
Shelton Place (4)........... July 31, 1997 1,146 123 -- 94 168 162
200 Corporate............... August 15, 1997 482 15 -- 68 6 91
Three Independence.......... September 3, 1997 1,309 2 -- 163 72 147
----------- ------ ----- --------- ----- -----------
Total Pro Forma Adj. for
1997 Events............... $ 11,330 $ 1,220 $ 524 $ 1,407 $ 988 $ 1,711
----------- ------ ----- --------- ----- -----------
----------- ------ ----- --------- ----- -----------
GENERAL AND
PROPERTY/TRANSACTION (1) ADMINISTRATIVE DEPRECIATION (3)
- ---------------------------- ----------------- -----------------
1345 Campus Parkway......... $ 1 $ 12
RM Transaction.............. 410 864
Westlakes................... 246 607
Shelton Place (4)........... 57 192
200 Corporate............... 1 106
Three Independence.......... 28 189
----- ------
Total Pro Forma Adj. for
1997 Events............... $ 743 $ 1,970
----- ------
----- ------
- ------------------------
(1) The Moorestown Buildings were vacant during 1996 and for the nine months
ended September 30, 1997.
(2) Pro forma base rents are presented on a straight-line basis calculated from
January 1, 1996 forward.
(3) Depreciation is based on the building-related portion of the purchase price
and associated costs depreciated using the straight-line method over a
40-year life.
(4) Total revenues of $444 and Revenue in excess of certain expenses of $234 for
the three months ended March 31, 1997 have been included in both the Pro
Forma Condensed Consolidated Statements of Operations for the nine months
ended September 30, 1997 and year ended December 31, 1996.
10
MACK-CALI REALTY CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(IN THOUSANDS)
(b) Represents reduction for (i) interest income earned on investments of
proceeds from the November 1996 offering ($835) and (ii) interest income
earned on the RM Mortgage Receivable as a result of the prepayment in
connection with the 200 Corporate acquisition ($121).
(c) The Pre-Mack Events pro forma adjustment to interest expense for the nine
months ended September 30, 1997 reflects interest on mortgage debt assumed
with certain acquisitions and additional borrowings from the Company's
credit facilities to fund certain acquisitions. Pre-Mack Events pro forma
interest expense for the nine months ended September 30, 1997 is computed as
follows:
Interest expense on the Initial Mortgage Financing, after the
Partial Prepayment (fixed interest rate of 8.02 percent on $44,313;
and variable rate of 30-day LIBOR plus 100 basis points on
$20,195--weighted average interest rate used is 6.60 percent)...... $ 3,665
Interest expense on loan assumed with Fair Lawn acquisition on
March 3, 1995 (fixed interest rate of 8.25 percent on average
outstanding principal balance of approximately $18,605)............ 1,154
Interest expense on mortgages in connection with the Harborside
acquisition in 1996 (fixed interest rate of 7.32 percent on
$107,912 and initial rate of 6.99 percent on $42,088).............. 8,125
Interest expense on outstanding borrowings on the Company's credit
lines (a variable rate of 30-day LIBOR plus 125 basis points during
the period on $114,655; weighted average interest rate used is 6.85
percent)........................................................... 5,890
Interest expense on the Teachers Mortgage assumed with the RM
Transaction on January 31, 1997 (fixed interest rate of 7.18
percent on $185,283)............................................... 9,977
Historical amortization of deferred mortgage, finance and title
costs for the nine months ended September 30, 1997................. 723
---------
Total Pre-Mack Events pro forma interest expense for the nine
months ended September 30, 1997:................................... $ 29,534
---------
---------
(d) Represents Pre-Mack Events pro forma income allocated to the pro forma
weighted average minority interest (Units) in Mack-Cali Realty L.P. (the
Operating Partnership) for the period of 10.08 percent.
(e) Represents adjustment necessary to reflect rental income for the Mack
Properties on a straight-line basis assuming that the Transaction was
consummated as of January 1, 1996.
(f) Represents reduction of interest income, which was recorded in the Mack
Group Historical Financial Statements.
(g) Reflects reduction due to exclusion of non-recurring expenses incurred by
the Mack Group in connection with the Transaction.
11
MACK-CALI REALTY CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(IN THOUSANDS)
(h) In connection with the consummation of the Transaction, the Company
estimates that it will also recognize the following non-recurring charges,
before minority interest, in the Company's Statements of Operations for the
period in which the Transaction is completed, which have been excluded from
the Company's pro forma operating results:
Expensing of previously unamortized stock compensation recorded in
connection with the Company's executive compensation plans which
vested on an accelerated basis as a result of the consummation of
the Transaction.................................................... $ 11,423
Related tax obligation payments (net of $645 previously accrued)... 5,874
Additional executive compensation and bonuses paid upon
consummation of the Transaction.................................... 29,046
Amortization of the beneficial conversion feature inherent in the
Preferred Units (as an allocation to minority interest) as they are
immediately convertible into Common Units upon consummation of the
Transaction........................................................ 29,361
---------
$ 75,704
---------
---------
(i) Represents adjustment to reflect depreciation expense (based on a 40-year
useful life) related to the Mack Properties acquired by the Company based on
the estimated allocated value of buildings and improvements ($881,750) as
follows:
Pro forma depreciation expense..................................................... $ 16,533
Mack Group Historical.............................................................. 21,586
---------
$ (5,053)
---------
---------
(j) Reflects reduction of interest expense relating to the Transaction. Pro
forma interest expense is computed as follows:
Interest on Mack Assumed Debt ($291,883) with a weighted average interest rate of
7.67 percent...................................................................... $ 16,791
Interest on drawings on the Company's credit facilities of $28,915 at a weighted
average interest rate of 6.87 percent............................................. 1,491
----------
$ 18,282
Mack Group Historical............................................................. 44,325
----------
$ (26,043)
----------
----------
12
MACK-CALI REALTY CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(IN THOUSANDS)
(k) Represents minority interest computed as follows:
Income before extraordinary item and minority interest................. $ 107,371
Dividend yield of 6.75 percent on the Preferred Units with a par value
of $230,562............................................................ $ 11,672
Income allocable to common stockholders of the Company and unitholders
in the Operating Partnership........................................... $ 95,699
----------
Allocation to minority interest based upon weighted average percentage
of Common Units outstanding of 10.87 percent........................... 10,401
---------
Total minority interest................................................ 22,073
---------
Pre-Mack Events pro forma.............................................. 6,280
---------
$ 15,793
---------
---------
See Note (1) to the Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 1997 related to assumptions regarding the Contingent Units.
(l) The following is a reconciliation of the historical weighted average shares
outstanding to the pro forma primary weighted average shares outstanding
(shares in thousands):
Historical weighted average shares outstanding....................................... 36,469
Shares issued in connection with the 1997 Offering................................... 13,000
Vesting of 199 shares on an accelerated basis as a result of the Transaction......... 199
---------
Pro forma weighted average shares outstanding........................................ 49,668
---------
---------
(m) Fully-diluted pro forma net income per share is not presented since common
stock equivalents and the Preferred Units are not dilutive.
13
MACK--CALI REALTY CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
PRO FORMA
PRO FORMA PRO FORMA ADJ. FOR THE
ADJ. FOR ADJ. FOR PRE-MACK THE MACK TRANSACTION AND
COMPANY 1996 PRE-MACK EVENTS GROUP 1997 OFFERING COMPANY
HISTORICAL EVENTS (A) EVENTS (B) PRO FORMA HISTORICAL (H) PRO FORMA
---------- ---------- ---------- --------- -------------- --------------- ---------
REVENUES
Base rents........................ $76,922 $49,087 $76,655 $202,664 $ 126,463 $ 8,985(f) $338,112
Escalations and recoveries from
tenants......................... 14,429 8,870 8,230 31,529 16,855 -- 48,384
Parking and other................. 2,204 190 4,428 6,822 3,226 -- 10,048
Interest income................... 1,917 -- (738)(c) 1,179 463 (463)(g) 1,179
---------- ---------- ---------- --------- -------------- --------------- ---------
Total revenues.................... 95,472 58,147 88,575 242,194 147,007 8,522 397,723
---------- ---------- ---------- --------- -------------- --------------- ---------
EXPENSES
Real estate taxes................. 9,395 5,144 11,039 25,578 15,122 -- 40,700
Utilities......................... 8,138 3,313 6,619 18,070 13,777 -- 31,847
Operating Services................ 12,129 6,452 12,277 30,858 19,144 -- 50,002
General and administrative........ 5,800 3,020 4,965 13,785 7,285 -- 21,070
Depreciation and amortization..... 14,731 8,133 13,021 35,885 27,680 (5,636)(i) 57,929
Interest expense.................. 13,758 -- 25,608(d) 39,366(d) 57,897 (33,651)(j) 63,612
---------- ---------- ---------- --------- -------------- --------------- ---------
Total expenses.............. 63,951 26,062 73,529 163,542 140,905 (39,287) 265,160
---------- ---------- ---------- --------- -------------- --------------- ---------
Income before gain on sale of
rental property, minority
interest and extraordinary
item............................ 31,521 32,085 15,046 78,652 6,102 47,809 132,563
Gain on sale of rental property... 5,658 (5,658) -- -- -- -- --
---------- ---------- ---------- --------- -------------- --------------- ---------
Income before minority interest
and extraordinary item.......... 37,179 26,427 15,046 78,652 6,102 47,809 132,563
Minority interest................. 4,760 -- 3,263(e) 8,023(e) -- 20,358(k) 28,381
---------- ---------- ---------- --------- -------------- --------------- ---------
Income before extraordinary item.. $32,419 $26,427 $11,783 $ 70,629 $ 6,102 $ 27,451 $104,182
---------- ---------- ---------- --------- -------------- --------------- ---------
---------- ---------- ---------- --------- -------------- --------------- ---------
Weighted average common shares
outstanding (l)................. 18,461 49,401
---------- ---------
Income before extraordinary item
per common share (m)............ $ 1.76 $ 2.11
---------- ---------
14
MACK--CALI REALTY CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)
(a) Reflects:
Revenues and expenses of the properties acquired in 1996 for the period
January 1, 1996 through the date of acquisition, (as reported by the Company on
previously-filed Current Reports on Form 8-K) as follows:
REAL
ACQUIS./COMPLETION BASE ESCALATIONS/ OTHER ESTATE
PROPERTY/TRANSACTION DATE RENTS (2) RECOVERIES INCOME TAXES UTILITIES
- ---------------------------------- ------------------ --------- ------------ ------ ------ ---------
Carnegie.......................... March 20, 1996 $ 386 $ 31 -- $ 54 $ 56
Rose Tree......................... May 2, 1996 1,312 115 -- 165 180
Mt. Airy Bldgs. .................. July 23, 1996 665 101 -- 101 --
Harborside........................ November 4, 1996 30,884 7,037 $166 3,096 906
Five Sentry....................... November 7, 1996 1,663 -- -- 148 32
Whiteweld......................... December 10, 1996 3,890 326 -- 430 748
One Bridge Plaza.................. December 16, 1996 3,597 293 -- 420 412
Airport Center.................... December 17, 1996 6,953 1,004 24 780 1,035
--------- ------ ------ ------ ---------
Total Pro Forma Adj. for 1996
acquisitions.................... $49,350 $8,907 $190 $5,194 $3,369
--------- ------ ------ ------ ---------
OPERATING GENERAL AND
PROPERTY/TRANSACTION SERVICES ADMINISTRATIVE DEPRECIATION (3)
- ---------------------------------- --------- -------------- ----------------
Carnegie.......................... $ 58 $ 11 $ 49
Rose Tree......................... 179 43 215
Mt. Airy Bldgs. .................. 4 51 107
Harborside........................ 3,633 2,048 5,332
Five Sentry....................... 325 88 246
Whiteweld......................... 543 158 733
One Bridge Plaza.................. 659 237 585
Airport Center.................... 1,129 395 953
--------- ------ ------
Total Pro Forma Adj. for 1996
acquisitions.................... $6,530 $3,031 $8,220
--------- ------ ------
Revenues and expenses of the property disposed of in 1996 for the period January
1, 1996 through the date of disposition, as follows:
REAL
ACQUIS./COMPLETION BASE ESCALATIONS/ OTHER ESTATE
PROPERTY/TRANSACTION DATE RENTS (2) RECOVERIES INCOME TAXES UTILITIES
- ---------------------------------- ------------------ --------- ------------ ------ ------ ---------
Essex Road........................ March 20, 1996 (263) (37) -- (50) (56)
--------- ------ ------ ------ ---------
OPERATING GENERAL AND
PROPERTY/TRANSACTION SERVICES ADMINISTRATIVE DEPRECIATION (3)
- ---------------------------------- --------- -------------- ----------------
Essex Road........................ (78) (11) (81)
--------- ------ ------
Reduction of expense as a result of the Partial Prepayment in 1996, for the
period January 1, 1996 through the Partial Payment date, as follows:
REAL
ACQUIS./COMPLETION BASE ESCALATIONS/ OTHER ESTATE
PROPERTY/TRANSACTION DATE RENTS (2) RECOVERIES INCOME TAXES UTILITIES
- ---------------------------------- ------------------ --------- ------------ ------ ------ ---------
Partial Prepayment................ March 12, 1996 -- -- -- -- --
--------- ------ ------ ------ ---------
Total Pro Forma Adj. for 1996
Events.......................... $49,087 $8,870 $190 $5,144 $3,313
--------- ------ ------ ------ ---------
--------- ------ ------ ------ ---------
OPERATING GENERAL AND
PROPERTY/TRANSACTION SERVICES ADMINISTRATIVE DEPRECIATION (3)
- ---------------------------------- --------- -------------- ----------------
Partial Prepayment................ -- -- (6)
--------- ------ ------
Total Pro Forma Adj. for 1996
Events.......................... $6,452 $3,020 $8,133
--------- ------ ------
--------- ------ ------
15
MACK--CALI REALTY CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)
(b) Reflects:
Revenues and expenses for the properties acquired in 1997 by the Company (as
reported by the Company on previously-filed Current Reports on Form 8-K and
8-K/A), for the year ended December 31, 1996, as follows:
REAL
AQUIS./COMPLETION BASE ESCALATIONS/ OTHER ESTATE
PROPERTY/TRANSACTION (1) DATE RENTS (2) RECOVERIES INCOME TAXES
- -------------------------------------------------- ----------------- ----------- ------------- ----------- ---------
1345 Campus Parkway............................... January 28, 1997 $ 698 $ 165 -- $ 90
RM Transaction.................................... January 31, 1997 63,083 5,483 $ 4,393 9,870
Westlakes......................................... May 8, 1997 8,659 2,347 -- 610
Shelton Place (4)................................. July 31, 1997 2,180 193 -- 161
200 Corporate..................................... August 15, 1997 850 38 35 85
Three Independence................................ September 3, 1997 1,185 4 -- 223
----------- ------ ----------- ---------
Total Pro Forma Adj. for Pre-Mack Events.......... $ 76,655 $ 8,230 $ 4,428 $ 11,039
----------- ------ ----------- ---------
----------- ------ ----------- ---------
OPERATING GENERAL AND DEPRECIATION
PROPERTY/TRANSACTION (1) UTILITIES SERVICES ADMINISTRATIVE (3)
- -------------------------------------------------- ----------- ----------- --------------- ---------------
1345 Campus Parkway............................... $ 25 $ 103 $ 20 $ 143
RM Transaction.................................... 4,944 9,876 3,997 10,364
Westlakes......................................... 1,216 1,627 772 1,734
Shelton Place (4)................................. 320 292 93 329
200 Corporate..................................... -- 146 36 170
Three Independence................................ 114 233 47 281
----------- ----------- ------ -------
Total Pro Forma Adj. for Pre-Mack Events.......... $ 6,619 $ 12,277 $ 4,965 $ 13,021
----------- ----------- ------ -------
----------- ----------- ------ -------
- ------------------------
(1) The Moorestown Buildings were vacant during 1996.
(2) Pro Forma base rents are presented on a straight-line basis calculated from
January 1, 1996 forward.
(3) Depreciation is based on the building-related portion of the purchase price
and associated costs depreciated using the straight-line method over a
40-year life.
(4) Revenues and certain expenses for Shelton Place reasonably reflect the
operations of the property for the period April 1, 1996 through March 31,
1997. Total revenues of $444 and Revenue in excess of certain expenses of
$234 for the three months ended March 31, 1997 have been included in both
the Pro Forma Condensed Consolidated Statements of Operations for the nine
months ended September 30, 1997 and year ended December 31, 1996.
16
MACK-CALI REALTY CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(c) Represents reduction for interest income earned on investments of proceeds
from the November 1996 Offering ($1,463), net of additional interest income
earned on the RM Mortgage Receivable ($725).
(d) The pro forma adjustment to interest expense for the year ended December 31,
1996 (for the Pre-Mack Events) reflects interest on mortgage debt assumed
with certain acquisitions and additional borrowings from the Company's
credit facilities to fund acquisitions. Pro forma interest expense for the
year ended December 31, 1996 is computed as follows:
Interest expense on the Initial Mortgage Financing, after the
Partial Prepayment (fixed interest rate of 8.02 percent on
$44,313 and variable rate of 30-day LIBOR plus 100 basis points
on $20,195; weighted average interest rate used is 6.46
percent)......................................................... $ 4,867
Interest expense on loan assumed with Fair Lawn acquisition on
March 3, 1995 (fixed interest rate of 8.25 percent on average
outstanding principal balance of approximately $18,605).......... 1,535
Interest expense on mortgages in connection with the Harborside
acquisition on November 4, 1996 (fixed interest rate of 7.32
percent on $107,912 and initial rate of 6.99 percent on
$42,088)......................................................... 10,841
Interest expense on outstanding borrowings on the Company's credit
lines (a variable rate of 30-day LIBOR plus 125 basis points
during the period on $114,655; weighted average interest rate
used is 6.75 percent)............................................ 7,739
Interest expense on Teachers Mortgage assumed with the RM
Transaction on January 31, 1997 (fixed interest rate of 7.18
percent on $185,283)............................................. 13,303
Historical amortization of deferred mortgage, finance and title
costs for the year ended December 31, 1996....................... 1,081
---------
Pre-Mack Events pro forma interest expense for the year ended
December 31, 1996................................................ $ 39,366
---------
---------
(e) Represents pro forma income for 1996 Events and Pre-Mack Events allocated to
the pro forma weighted average minority interest (Units) in Mack-Cali Realty
L.P. (the Operating Partnership) of 10.20 percent.
(f) Represents adjustment necessary to reflect rental income on a straight-line
basis assuming that the Transaction was consummated as of January 1, 1996.
(g) Represents reduction of interest income, which was recorded in the Mack
Group Historical Financial Statements.
17
MACK-CALI REALTY CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(h) In connection with the consummation of the Transaction, the Company
estimates that it will also recognize the following non-recurring charges
before minority interest in the Company's Statement of Operations for the
period in which the Transaction is completed, which have been excluded from
the Company's pro forma operating results:
Expensing of previously unamortized stock compensation recorded in
connection with the Company's executive compensation plans which
vested on an accelerated basis as a result of the consummation of
the Transaction.................................................. $ 11,423
Related tax obligation payments (net of $645 previously accrued)... 5,874
Additional executive compensation and bonuses paid upon
consummation of the Transaction.................................. 29,046
Amortization of the beneficial conversion feature inherent in the
Preferred Units (as an allocation to minority interest) as they
are immediately convertible into Common Units upon consummation
of the Transaction............................................... 29,361
---------
$ 75,704
---------
---------
(i) Represents adjustment to reflect depreciation expense (based on a 40-year
useful life) related to the Mack Properties acquired by the Company based on
the estimated allocated value of buildings and improvements ($881,750) as
follows:
Pro forma depreciation expense..................................................... $ 22,044
Mack Group Historical.............................................................. 27,680
---------
$ (5,636)
---------
---------
(j) Reflects reduction of interest expense relating to the Transaction. Pro
forma interest expense is computed as follows:
Interest on Mack Assumed Debt ($291,883) with an estimated weighted average
interest rate of 7.64 percent................................................... $ 22,300
Interest on drawings on the Company's credit facilities of $28,915 at a weighted
average interest rate of 6.73 percent........................................... 1,946
----------
24,246
Mack Group Historical............................................................. 57,897
----------
$ (33,651)
----------
----------
18
MACK-CALI REALTY CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(k) Represents minority interest computed as follows:
Income before extraordinary item and minority interest................. $ 132,563
Dividend yield of 6.75 percent on the preferred units with a par value
of $230,562............................................................ $ 15,563
Income allocable to common stockholders in the Company and unitholders
in the Operating Partnership........................................... $ 117,000
----------
Allocation to minority interest based upon weighted average percentage
of Common Units outstanding of 10.96 percent, respectively............. 12,818
---------
Minority interest...................................................... 28,381
Pre-Mack Events pro forma.............................................. 8,023
---------
$ 20,358
---------
---------
See Note (1) to the Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 1997 related to assumptions regarding the Contingent Units.
(l) The following is a reconciliation of the historical primary weighted average
shares outstanding to the pro forma weighted average shares outstanding
(shares in thousands):
Historical weighted average shares outstanding..................................... 18,461
Shares issued in connection with the the November 1996 offering.................... 17,538
Issued in connection with the August 1996 offering................................. 3,450
Adjustment for period of year during which shares issued with the 1996 offerings
were outstanding................................................................... (3,247)
Shares issued in connection with the 1997 Offering................................. 13,000
Vesting of 199 shares on an accelerated basis as a result of the Transaction....... 199
---------
Pro forma weighted average shares outstanding...................................... 49,401
---------
---------
(m) Fully-diluted pro forma income before extraordinary item per share is not
presented since common stock equivalents and the Preferred Units are not
dilutive.
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Mack-Cali Realty Corporation has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: December 24, 1997
MACK-CALI REALTY CORPORATION
By: /s/ THOMAS A. RIZK
-----------------------------------------
Thomas A. Rizk
CHIEF EXECUTIVE OFFICER
By: /s/ BARRY LEFKOWITZ
-----------------------------------------
Barry Lefkowitz
CHIEF FINANCIAL OFFICER
AND EXECUTIVE VICE PRESIDENT
20