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 |
11 Commerce Drive, Cranford, New Jersey, 07016
(Address of Principal Executive Offices) (Zip Code)
(908) 272-8000
(Registrant’s telephone number, including area code)
MACK-CALI REALTY, L.P.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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333-57103 |
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22-3315804 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS 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)
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 November 15, 2005, Mack-Cali Realty L.P. (the “Operating Partnership”), the operating partnership of Mack-Cali Realty Corporation (the “General Partner”), priced an offering of $100 million of senior unsecured notes (the “Notes”). The Notes mature on January 15, 2016 and bear interest at 5.80%, with interest payable semiannually on January 15 and July 15 of each year outstanding, beginning July 15, 2006. The Operating Partnership estimates that it will receive net proceeds of approximately $99 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. 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 November 30, 2005.
In connection with the offering of the Notes, the Operating Partnership and the General Partner entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. (the “Underwriters”). The terms of the Underwriting Agreement, which provide for the sale of the Notes to the Underwriters, are as set forth in the preceding paragraph. Affiliates of certain of the Underwriters of this offering are lenders on the Operating Partnership’s $600 million unsecured revolving credit facility. A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1.
Item 7.01 Regulation FD Disclosure.
On November 16, 2005, the General Partner issued a press release announcing the sale of the Notes. A copy of the press release is furnished herewith as Exhibit 99.1.
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 November 15, 2005, by and among Mack-Cali Realty, L.P., Mack-Cali Realty Corporation and Citigroup Global Markets Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. |
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12.1 |
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Mack-Cali Realty Corporation Calculation of Ratios of Earnings to Fixed Charges. |
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12.2 |
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Mack-Cali Realty Corporation Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends. |
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12.3 |
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Mack-Cali Realty, L.P. Calculation of Ratios of Earnings to Fixed Charges. |
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12.4 |
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Mack-Cali Realty, L.P. Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Security Dividends. |
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99.1 |
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Press release of Mack-Cali Realty Corporation dated November 16, 2005. |
Certain information included in this Current Report on Form 8-K (including exhibit 99.1 hereto) is being furnished under Item 7.01, “Regulation FD Disclosure” and Item 9.01 “Financial Statements and Exhibits” of Form 8-K. Such information shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information furnished under Item 7.01 of this Current Report (including exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Pursuant to the requirements of the Securities Exchange Act of 1934, each 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: November 17, 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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MACK-CALI REALTY, L.P. |
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By: |
Mack-Cali Realty Corporation, |
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its general partner |
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Dated: November 17, 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 November 15, 2005, by and among Mack-Cali Realty, L.P., Mack-Cali Realty Corporation and Citigroup Global Markets Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. |
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12.1 |
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Mack-Cali Realty Corporation Calculation of Ratios of Earnings to Fixed Charges. |
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12.2 |
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Mack-Cali Realty Corporation Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends. |
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12.3 |
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Mack-Cali Realty, L.P. Calculation of Ratios of Earnings to Fixed Charges. |
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12.4 |
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Mack-Cali Realty, L.P. Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Security Dividends. |
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99.1 |
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Press release of Mack-Cali Realty Corporation dated November 16, 2005. |
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