UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
MACK-CALI REALTY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Maryland |
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1-13274 |
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22-3305147 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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11 Commerce Drive, Cranford, New Jersey, |
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07016 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(908) 272-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On January 12, 2005, Mack-Cali Realty Corporation (the “Company”), through its operating partnership, Mack-Cali Realty, L.P. (the “Operating Partnership”), priced an offering of $150 million of senior unsecured notes (the “Notes”). The Notes mature on January 15, 2015 and bear interest at 5.125%, with interest payable semiannually on January 15 and July 15 of each year outstanding, beginning July 15, 2005. The Operating Partnership estimates that it will receive net proceeds of approximately $148.1 million from the sale of the Notes which are intended to be used to reduce outstanding borrowings under its $600 million unsecured revolving credit facility and for general corporate purposes. The Operating Partnership may redeem the Notes at any time upon payment of a make-whole amount. The closing of the offering is expected to occur on January 25, 2005.
In connection with the offering of the Notes, the Company and the Operating Partnership entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and Wachovia Capital Markets Inc. for themselves and as representatives of the underwriters named on Schedule A thereto (the “Underwriters”). The material terms of the Underwriting Agreement provide for the sale of the Notes to the Underwriters on the terms set forth in the preceding paragraph and include certain representations, warranties and covenants, conditions to closing and other obligations of the Company, the Operating Partnership and the Underwriters that are customary in an underwritten public offering.
Affiliates of certain of the Underwriters of this offering are lenders on the Company’s $600 million unsecured revolving credit facility. In addition, Vincent Tese, a member of the board of directors of the Company, currently serves as a member of the board of directors of The Bear Stearns Companies Inc., an affiliate of one of the Underwriters.
In connection with the foregoing, the Company hereby files the following documents:
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement dated January 12, 2005, by and among Mack-Cali Realty, L.P., Mack-Cali Realty Corporation and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and Wachovia Capital Markets Inc. for themselves and as representatives of the underwriters named on Schedule A thereto. |
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99.1 |
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Press release of Mack-Cali Realty Corporation dated January 13, 2005. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MACK-CALI REALTY CORPORATION |
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Dated: January 14, 2005 |
By: |
/s/ BARRY LEFKOWITZ |
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Barry Lefkowitz |
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Executive Vice President and |
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Chief Financial Officer |
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Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement dated January 12, 2005, by and among Mack-Cali Realty, L.P., Mack-Cali Realty Corporation and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and Wachovia Capital Markets Inc. for themselves and as representatives of the underwriters named on Schedule A thereto. |
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99.1 |
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Press release of Mack-Cali Realty Corporation dated January 13, 2005. |
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