UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 10)*

 

MACK-CALI REALTY CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

554489 10 4

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 554489 10 4

 

 

1.

Name of Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)

 

The Mack Group

 

William L. Mack

Earle I. Mack

Mitchell E. Hersh

David S. Mack

Fredric Mack

Richard Mack

Stephen Mack

William L. Mack, as Trustee for the William and Phyllis Mack Foundation, Inc.

William L. Mack, as Trustee for the William L. Mack Grantor Retained Annuity Trust

David S. Mack, as Trustee for The David and Sondra Mack Foundation

Stephen Mack, as Trustee for the Stephen Mack and Kelly Mack Family Foundation

Phyllis Mack, as Trustee for Trust f/b/o Richard Mack

Phyllis Mack, as Trustee for Trust f/b/o Stephen Mack

Michael Schwartzbard, as Trustee for the Andrew Mack 4/30/07 Trust

Michael Schwartzbard, as Trustee for the Beatrice Mack 4/30/07 Trust

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
8,982,905

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
8,982,905

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,982,905*

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
11.9%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

* See Response to Item 4.

 

2


 

Item 1

 

(a).

Name of Issuer:
Mack-Cali Realty Corporation

 

(b).

Address of Issuer’s Principal Executive Offices:
343 Thornall Street, Edison, New Jersey 08837

 

Item 2

 

(a).

Name of Person Filing:
The Mack Group

 

(b).

Address of Principal Business Office:
343 Thornall Street, Edison, New Jersey 08837

 

(c).

Citizenship:
Each member of The Mack Group is a citizen of the United States.

 

(d).

Title of Class of Securities:
Common Stock

 

(e).

CUSIP Number:
554489 10 4

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Exchange Act;

 

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act;

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act;

 

(d)

o

Investment company registered under section 8 of the Investment Company Act;

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;

 

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J);

 

3


 

Item 4.

Ownership as of December 31, 2008:

 

(a)

Amount beneficially owned:   

8,982,905*

 

(b)

Percent of class:   

11.9%

 

(c)

Number of shares to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

8,982,905

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

8,982,905

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

 

See Exhibit A attached hereto.

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

* William L. Mack, a member of the Mack Group, is a trustee of the William and Phyllis Mack Foundation, Inc., a charitable foundation that owns 100,000 reported shares.  David S. Mack, a member of the Mack Group, is a trustee of The David and Sondra Mack Foundation, a charitable foundation that owns 250,000 reported shares.  Stephen Mack, a member of the Mack Group, is a trustee of The Stephen Mack and Kelly Mack Family Foundation, a charitable foundation that owns 5,000 reported shares.  William L. Mack, David S. Mack and Stephen Mack, pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, each hereby specifically disclaims beneficial ownership of any shares owned by such foundations reported on this Schedule.

 

4


 

Item 10.

Certifications.

 

Not applicable.

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 13, 2009

/s/ William L. Mack

 

William L. Mack

 

 

Dated: February 13, 2009

/s/ Earle I. Mack

 

Earle I. Mack

 

 

Dated: February 13, 2009

/s/ Mitchell E. Hersh

 

Mitchell E. Hersh

 

 

Dated: February 13, 2009

/s/ David S. Mack

 

David S. Mack

 

 

Dated: February 13, 2009

/s/ Fredric Mack

 

Fredric Mack

 

 

Dated: February 13, 2009

/s/ Richard Mack

 

Richard Mack

 

 

Dated: February 13, 2009

/s/ Stephen Mack

 

Stephen Mack

 

 

Dated: February 13, 2009

/s/ William L. Mack

 

William L. Mack, as Trustee for The

 

William and Phyllis Mack Foundation, Inc.

 

 

Dated: February 13, 2009

/s/ William L. Mack

 

William L. Mack, as Trustee for The

 

William L. Mack Grantor Retained Annuity Trust

 

 

Dated: February 13, 2009

/s/ David S. Mack

 

David S. Mack, as Trustee for The

 

David and Sondra Mack Foundation

 

 

Dated: February 13, 2009

/s/ Stephen Mack

 

Stephen Mack, as Trustee for The

 

Stephen Mack and Kelly Mack Family Foundation

 

5


 

Dated: February 13, 2009

/s/ Phyllis Mack

 

Phyllis Mack, as Trustee for Trust

 

f/b/o Richard Mack

 

 

 

 

Dated: February 13, 2009

/s/ Phyllis Mack

 

Phyllis Mack, as Trustee for Trust

 

f/b/o Stephen Mack

 

 

 

 

Dated: February 13, 2009

/s/ Michael Schwartzbard

 

Michael Schwartzbard, as Trustee for the

 

Andrew Mack 4/30/07 Trust

 

 

 

 

Dated: February 13, 2009

/s/ Michael Schwartzbard

 

Michael Schwartzbard, as Trustee for the

 

Beatrice Mack 4/30/07 Trust
 

6


 
Exhibit A
 

THE MACK GROUP

 

NAME

 

NUMBER OF SHARES
BENEFICIALLY OWNED(1)

 

William L. Mack

 

626,231

 

Earle I. Mack

 

1,777,265

 

Mitchell E. Hersh

 

476,063

 

David S. Mack

 

1,867,467

 

Fredric Mack

 

912,159

 

Richard Mack

 

106,128

 

Stephen Mack

 

101,129

 

William L. Mack, as Trustee for The William and Phyllis Mack Foundation, Inc.

 

100,000

(2)

William L. Mack, as Trustee for the William L. Mack Grantor Retained Annuity Trust

 

1,748,103

 

David S. Mack, as Trustee for The David and Sondra Mack Foundation

 

250,000

(2)

Stephen Mack, as Trustee for The Stephen Mack and Kelly Mack Family Foundation

 

5,000

(2)

Phyllis Mack, as Trustee for Trust f/b/o Richard Mack

 

416,885

 

Phyllis Mack, as Trustee for Trust f/b/o Stephen Mack

 

416,885

 

Michael Schwartzbard, as Trustee for the Andrew Mack 4/30/07 Trust

 

89,795

 

Michael Schwartzbard, as Trustee for the Beatrice Mack 4/30/07 Trust

 

89,795

 

TOTAL

 

8,982,905

 

 

(1) Includes shares of Common Stock, restricted shares of Common Stock (vested and unvested), limited partnership units redeemable for shares of Common Stock and vested options to purchase shares of Common Stock.

(2) William L. Mack, a member of the Mack Group, is a trustee of the William and Phyllis Mack Foundation, Inc., a charitable foundation that owns 100,000 shares.  David S. Mack, a member of the Mack Group, is a trustee of The David and Sondra Mack Foundation, a charitable foundation that owns 250,000 reported shares.  Stephen Mack, a member of the Mack Group, is a trustee of The Stephen Mack and Kelly Mack Family Foundation, a charitable foundation that owns 5,000 reported shares.  William L. Mack, David S. Mack and Stephen Mack, pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, each hereby specifically disclaims beneficial ownership of any shares owned by such foundations reported on this Schedule.

 

7


 

Exhibit B

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Mack-Cali Realty Corporation.

 

Dated: February 13, 2009

/s/ William L. Mack

 

William L. Mack

 

 

Dated: February 13, 2009

/s/ Earle I. Mack

 

Earle I. Mack

 

 

Dated: February 13, 2009

/s/ Mitchell E. Hersh

 

Mitchell E. Hersh

 

 

Dated: February 13, 2009

/s/ David S. Mack

 

David S. Mack

 

 

Dated: February 13, 2009

/s/ Fredric Mack

 

Fredric Mack

 

 

Dated: February 13, 2009

/s/ Richard Mack

 

Richard Mack

 

 

Dated: February 13, 2009

/s/ Stephen Mack

 

Stephen Mack

 

 

Dated: February 13, 2009

/s/ William L. Mack

 

William L. Mack, as Trustee for The

 

William and Phyllis Mack Foundation, Inc.

 

 

Dated: February 13, 2009

/s/ William L. Mack

 

William L. Mack, as Trustee for The

 

William L. Mack Grantor Retained Annuity Trust

 

 

Dated: February 13, 2009

/s/ David S. Mack

 

David S. Mack, as Trustee for The

 

David and Sondra Mack Foundation

 

 

Dated: February 13, 2009

/s/ Stephen Mack

 

Stephen Mack, as Trustee for The

 

Stephen Mack and Kelly Mack Family Foundation

 

8


 

Dated: February 13, 2009

/s/ Phyllis Mack

 

Phyllis Mack, as Trustee for Trust

 

f/b/o Richard Mack

 

 

 

 

Dated: February 13, 2009

/s/ Phyllis Mack

 

Phyllis Mack, as Trustee for Trust

 

f/b/o Stephen Mack

 

 

 

 

Dated: February 13, 2009

/s/ Michael Schwartzbard

 

Michael Schwartzbard, as Trustee for the

 

Andrew Mack 4/30/07 Trust

 

 

 

 

Dated: February 13, 2009

/s/ Michael Schwartzbard

 

Michael Schwartzbard, as Trustee for the

 

Beatrice Mack 4/30/07 Trust

 

9