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
Date of report (Date of earliest event reported): April 16, 2019 (April 15, 2019)
MACK-CALI REALTY CORPORATION
(Exact Name of Registrant as Specified in Charter)
|
Maryland |
|
1-13274 |
|
22-3305147 |
|
(State or Other Jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
Harborside 3, 210 Hudson St., Ste. 400, Jersey City, NJ 07311
(Address of Principal Executive Offices) (Zip Code)
(732) 590-1010
(Registrant’s telephone number, including area code)
MACK-CALI REALTY, L.P.
(Exact Name of Registrant as Specified in Charter)
|
Delaware |
|
333-57103 |
|
22-3315804 |
|
(State or Other Jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
Harborside 3, 210 Hudson St., Ste. 400, Jersey City, NJ 07311
(Address of Principal Executive Offices) (Zip Code)
(732) 590-1010
(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)
x 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
On April 16, 2019, Mack-Cali Realty Corporation (the “Company”), the general partner of Mack-Cali Realty, L.P., issued a press release announcing that Michael J. DeMarco, the Company’s Chief Executive Officer, had sent a letter on behalf of the Company’s Board of Directors dated April 15, 2019 to Bow Street Special Opportunities Fund XV, LP (“Bow Street”) regarding the previously announced unsolicited proposal from Bow Street and David Werner Real Estate Investments (“DWREI”) to acquire the Company’s suburban and waterfront office portfolios. A copy of the Company’s press release, which includes a copy of the letter transmitted to Bow Street, is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The Company’s stockholders are not required to take any action at this time.
Important Additional Information and Where to Find It
This Form 8-K may be deemed to contain solicitation material in respect to the solicitation of proxies from the Company’s stockholders in connection with the Company’s 2019 annual meeting of stockholders (the “Annual Meeting”). The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its stockholders a definitive proxy statement and accompanying WHITE proxy card in connection with the Annual Meeting. The definitive proxy statement will contain important information about the Company, the Annual Meeting and related matters. Stockholders may obtain a free copy of the definitive proxy statement and other documents that the Company files with the SEC (when they become available) on the SEC’s website, at www.sec.gov. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD AND ANY OTHER RELEVANT SOLICITATION MATERIALS (WHEN THEY BECOME AVAILABLE) BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Annual Meeting. Information regarding the names of the Company’s directors and executive officers and their respective interests in the Company will be set forth in the definitive proxy statement and other relevant solicitation materials filed by the Company. These documents (when they become available), and any and all other documents filed by the Company with the SEC, may be obtained by investors and stockholders free of charge on the SEC’s website at www.sec.gov. Copies will also be available at no charge on the Company’s website at https://www.mack-cali.com.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
|
Exhibit Number |
|
Exhibit Title |
|
|
|
|
|
99.1 |
|
Press release of Mack-Cali Realty Corporation dated April 16, 2019 |
EXHIBIT INDEX
|
Exhibit Number |
|
Exhibit Title |
|
|
|
|
|
99.1 |
|
Press release of Mack-Cali Realty Corporation dated April 16, 2019 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
MACK-CALI REALTY CORPORATION | ||
|
|
|
|
| |
|
Dated: April 16, 2019 |
|
By: |
/s/ Gary T. Wagner | |
|
|
|
|
Gary T. Wagner | |
|
|
|
|
General Counsel and Secretary | |
|
|
|
|
| |
|
|
|
MACK-CALI REALTY, L.P. | ||
|
|
|
|
| |
|
|
|
By: |
Mack-Cali Realty Corporation, | |
|
|
|
|
its general partner | |
|
|
|
|
| |
|
|
|
|
| |
|
Dated: April 16, 2019 |
|
|
By: |
/s/ Gary T. Wagner |
|
|
|
|
|
Gary T. Wagner |
|
|
|
|
|
General Counsel and Secretary |