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: May 13, 2002
(Date of earliest event reported)
MACK-CALI REALTY CORPORATION
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(Exact name of Registrant as specified in its charter)
Maryland
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(State or other jurisdiction of incorporation)
1-13274 22-3305147
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(Commission File No.) (I.R.S. Employer
Identification No.)
11 Commerce Drive, Cranford, New Jersey 07016
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(Address of Principal Executive Offices) (Zip Code)
(908) 272-8000
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On May 13, 2002, Mack-Cali Realty Corporation (the "Company"), through
its subsidiary, Mack-Cali Texas Property, L.P., sold four office properties
totaling approximately 489,000 square feet, located in the Dallas area, for
approximately $34 million.
On May 14, 2002, the Company issued a press release relating to the
foregoing. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated in its entirety herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Number Exhibit Title
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10.1 Agreement of Sale and Purchase dated December 14,
2001, by and between Mack-Cali Texas Property
L.P., a limited partnership organized under the
laws of the State of Texas, Centennial Acquisition
Company, a corporation organized under the laws of
the State of Texas, and Ashwood American
Properties, Inc., a corporation organized under
the laws of the State of Texas.
10.2 Letter agreement amending the Agreement of Sale
and Purchase dated December 14, 2001 from
Mack-Cali Texas Property, L.P. to Centennial
Acquisition Company and Ashwood American
Properties, Inc. dated January 25, 2002.
10.3 Amendment and Reinstatement of Agreement of
Purchase and Sale, dated effective March 14, 2002,
by and between Mack-Cali Texas Property L.P., a
Texas limited partnership, Centennial Acquisition
Company, a Texas corporation and Ashwood American
Properties, Inc., a Texas corporation.
10.4 Amendment to Amended and Reinstated Agreement of
Sale and Purchase dated March 29, 2002, by and
between Mack-Cali Texas Property L.P., a Texas
limited partnership, Centennial Acquisition
Company, a Texas corporation and Ashwood American
Properties, Inc., a Texas corporation.
10.5 Second Amendment to Amended and Reinstated
Agreement of Sale and Purchase, dated April 3,
2002 by and between Mack-Cali Texas Property L.P.,
a Texas limited partnership, Centennial
Acquisition Company, a Texas corporation and
Ashwood American Properties, Inc., a Texas
corporation.
10.6 Mezzanine Loan Agreement dated as of May 13, 2002,
by and between Nussbaum Centennial Partners, L.P.,
and Ashwood American Partners MC Dallas, L.P.,
both Texas limited partnerships and Mack-Cali
Property Trust, a Maryland business trust.
10.7 Recourse Guaranty dated May 13, 2002, made by
Nussbaum Centennial Partners, L.P., a Texas
limited partnership, and Ashwood American Partners
MC Dallas, L.P., a Texas limited partnerships in
favor of Mack-Cali Property Trust, a Maryland
business trust.
10.8 Promissory Note from Nussbaum Centennial Partners,
L.P., a Texas limited partnership, and Ashwood
American Partners MC Dallas, L.P., a Texas limited
partnerships in favor of Mack-Cali Property Trust,
a Maryland business trust.
10.9 Hazardous Materials Indemnification dated as of
May 13, 2002 by Nussbaum Centennial Partners,
L.P., and Ashwood American Partners MC Dallas,
L.P., both Texas limited partnerships in favor of
Mack-Cali Property Trust, a Maryland business
trust.
10.10 Pledge and Security Agreement (Membership
Interests) dated as of May 13, 2002 made by
Ashwood American Partners MC Dallas, a Texas
limited partnership in favor of Mack-Cali
Property Trust, a Maryland business trust.
10.11 Pledge and Security Agreement (Partnership
Interests) dated as of May 13, 2002 made by
Ashwood American Partners MC Dallas, a Texas
limited partnership in favor of
Mack-Cali Property Trust, a Maryland business
trust.
10.12 Pledge and Security Agreement (Membership
Interests) dated as of May 13, 2002 made by
Nussbaum Centennial Partners, L. P., a Texas
limited partnership in favor of Mack-Cali
Property Trust, a Maryland business trust.
10.13 Pledge and Security Agreement (Partnership
Interests) dated as of May 13, 2002 made by
Nussbaum Centennial Partners, L. P., a Texas
limited partnership in favor of Mack-Cali
Property Trust, a Maryland business trust.
10.14 Intercreditor Agreement made as of May 13, 2002,
by and between Mack Cali Property Trust, a
Maryland business trust, John Hancock Life
Insurance Company, a Massachusetts corporation,
Brookview Partners, L.P., a Texas limited
partnership, and Nussbaum Centennial Partners,
L.P., a Texas limited partnership, and Ashwood
American Partners MC Dallas, L.P., a Texas
limited partnership.
99.1 Press Release of the Company dated May 14, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MACK-CALI REALTY CORPORATION
Date: May 15, 2002 By: /s/ Barry Lefkowitz
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Barry Lefkowitz
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Exhibit Title
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10.1 Agreement of Sale and Purchase dated December 14,
2001, by and between Mack-Cali Texas Property
L.P., a limited partnership organized under the
laws of the State of Texas, Centennial Acquisition
Company, a corporation organized under the laws of
the State of Texas, and Ashwood American
Properties, Inc., a corporation organized under
the laws of the State of Texas.
10.2 Letter agreement amending the Agreement of Sale
and Purchase dated December 14, 2001 from
Mack-Cali Texas Property, L.P. to Centennial
Acquisition Company and Ashwood American
Properties, Inc. dated January 25, 2002.
10.3 Amendment and Reinstatement of Agreement of
Purchase and Sale, dated effective March 14, 2002,
by and between Mack-Cali Texas Property L.P., a
Texas limited partnership, Centennial Acquisition
Company, a Texas corporation and Ashwood American
Properties, Inc., a Texas corporation.
10.4 Amendment to Amended and Reinstated Agreement of
Sale and Purchase dated March 29, 2002, by and
between Mack-Cali Texas Property L.P., a Texas
limited partnership, Centennial Acquisition
Company, a Texas corporation and Ashwood American
Properties, Inc., a Texas corporation.
10.5 Second Amendment to Amended and Reinstated
Agreement of Sale and Purchase, dated April 3,
2002 by and between Mack-Cali Texas Property L.P.,
a Texas limited partnership, Centennial
Acquisition Company, a Texas corporation and
Ashwood American Properties, Inc., a Texas
corporation.
10.6 Mezzanine Loan Agreement dated as of May 13, 2002,
by and between Nussbaum Centennial Partners, L.P.,
and Ashwood American Partners MC Dallas, L.P.,
both Texas limited partnerships and
Mack-Cali Property Trust, a Maryland business
trust.
10.7 Recourse Guaranty dated May 13, 2002, made by
Nussbaum Centennial Partners, L.P., a Texas
limited partnership, and Ashwood American Partners
MC Dallas, L.P., a Texas limited partnerships in
favor of Mack-Cali Property Trust, a Maryland
business trust.
10.8 Promissory Note from Nussbaum Centennial Partners,
L.P., a Texas limited partnership, and Ashwood
American Partners MC Dallas, L.P., a Texas limited
partnerships in favor of Mack-Cali Property Trust,
a Maryland business trust.
10.9 Hazardous Materials Indemnification dated as of
May 13, 2002 by Nussbaum Centennial Partners,
L.P., and Ashwood American Partners MC Dallas,
L.P., both Texas limited partnerships in favor of
Mack-Cali Property Trust, a Maryland business
trust.
10.10 Pledge and Security Agreement (Membership
Interests) dated as of May 13, 2002 made by
Ashwood American Partners MC Dallas, a Texas
limited partnership in favor of Mack-Cali
Property Trust, a Maryland business trust.
10.11 Pledge and Security Agreement (Partnership
Interests) dated as of May 13, 2002 made by
Ashwood American Partners MC Dallas, a Texas
limited partnership in favor of Mack-Cali
Property Trust, a Maryland business trust.
10.12 Pledge and Security Agreement (Membership
Interests) dated as of May 13, 2002 made by
Nussbaum Centennial Partners, L. P., a Texas
limited partnership in favor of Mack-Cali
Property Trust, a Maryland business trust.
10.13 Pledge and Security Agreement (Partnership
Interests) dated as of May 13, 2002 made by
Nussbaum Centennial Partners, L. P., a Texas
limited partnership in favor of Mack-Cali
Property Trust, a Maryland business trust.
10.14 Intercreditor Agreement made as of May 13, 2002,
by and between Mack Cali Property Trust, a
Maryland business trust, John Hancock Life
Insurance Company, a Massachusetts corporation,
Brookview Partners, L.P., a Texas limited
partnership, and Nussbaum Centennial Partners,
L.P., a Texas limited partnership, and Ashwood
American Partners MC Dallas, L.P., a Texas
limited partnership.
99.1 Press Release of the Company dated May 14, 2002