8-K

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):  November 23, 2004  

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
of Incorporation)		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):

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  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 23, 2004, two wholly owned subsidiaries of Mack-Cali Realty, L.P. (the “Company”), of which Mack-Cali Realty Corporation is the general partner, entered into an agreement (the “Purchase Agreement”) to acquire 100% of the partnership interests in three general partnerships which in turn own 100% of a 1.2 million square-foot class A office tower on the Jersey City waterfront located at 101 Hudson Street, Jersey City, New Jersey (the “Property”) for a purchase price of $329 million in cash. The Property is to be delivered free and clear of all liens and monetary encumbrances. The Property is near the Company’s existing Harborside Financial Center office complex. The identity of the sellers are not being disclosed due to confidentiality restrictions in the Purchase Agreement.

        The purchase of the Property is subject to numerous customary closing conditions, as well as obtaining regulatory consents and the completion of certain lease extensions. The Purchase Agreement provides for the Company to be afforded a due diligence review period which is scheduled to expire on December 23, 2004. During the due diligence review period, the Company has the right to terminate the Agreement for any reason without financial penalty. Concurrently with the signing of the Purchase Agreement, the Company made a $1 million deposit to the sellers, which is refundable any time prior to the expiration of the due diligence review period. At the conclusion of the due diligence review period, assuming the Company has not elected to terminate the Purchase Agreement, the Company will be required to make an additional $9 million deposit, with the total $10 million deposit becoming non-refundable. If the Company terminates the Purchase Agreement after the due diligence review period, the Company will forfeit its $10 million deposit as liquidated damages and will have no other liability to the sellers.

        If the transaction is consummated, the purchase of the Property is subject to customary representations and warranties by the sellers which survive for up to 18 months. The sellers’ aggregate post-closing liability for a breach of representations and warranties is capped at a maximum of $8 million (reduced to $4 million after 12 months) which will be secured by a cash escrow account in like amount to be established at closing. If within six months after closing, the Company has not made any claims in excess of $6 million, the amount held in the escrow account will be reduced by $2 million plus the amount, if any, of any outstanding claims. At the end of 12 months the amount in escrow will be released to the sellers other than the amount, if any, of any outstanding claims.

        Furthermore, the sellers have indemnified the Company for up to two years against certain third party claims brought as a result of events, circumstances or facts occurring prior to the Company’s acquisition of the Property. The sellers’ aggregate liability to indemnify the Company for such third party claims is capped at a maximum of (i) the amount, if any, held in the escrow account and (ii) any insurance available in respect of such third party claims, provided that the Company seek reimbursement first from the sellers’ insurance policies. In addition, the Company has provided the sellers with a reciprocal indemnity for up to two years against certain third party claims brought as a result of events, circumstances or facts occurring after the Company’s acquisition of the Property. The Company’s aggregate liability to indemnify the sellers for such third party claims is capped at a maximum of (i) $8 million, which amount is reduced under certain circumstances, and (ii) any insurance available in respect of such third party claims, provided that the sellers seek reimbursement first from the Company’s insurance policies.

        The transaction is scheduled to close on February 7, 2005 which date may be extended by either party for up to 60 days in order to allow certain closing conditions to be met.

        A copy of the Mack-Cali Realty Corporation’s press release is filed herewith as Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.		Description
99	.1	Press Release of Mack-Cali Realty Corporation dated November 29, 2004.

SIGNATURES

        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.

Dated:  November 29, 2004 MACK-CALI REALTY CORPORATION


By:  /s/ ROGER W. THOMAS
——————————————
        Roger W. Thomas
        Executive Vice President, General Counsel
        and Secretary

EXHIBIT INDEX

Exhibit No.		Description
99	.1	Press Release of Mack-Cali Realty Corporation dated November 29, 2004.

EX-99.1

Exhibit 99.1

M  A  C  K  —  C  A  L  I    R  E  A  L  T  Y    C  O  R  P  O  R  A  T  I  O  N

NEWS RELEASE

For Immediate Release

Contacts:   Barry Lefkowitz	Virginia Sobol
Executive Vice President	Vice President, Marketing and
and Chief Financial Officer	Public Relations
(908) 272-8000	(908) 272-8000
Scott Tagliarino
Executive Vice President
Rubenstein Associates
(212) 843-8057

MACK-CALI TO ACQUIRE 101 HUDSON STREET IN JERSEY CITY
—Acquisition of Trophy Property to Enhance Strong Presence Along the
Jersey City Waterfront—

Cranford, New Jersey—November 29, 2004—Mack-Cali Realty Corporation (NYSE: CLI) today announced that two of its subsidiaries have entered into a contract to acquire all the interests in 101 Hudson Street, a 1.2 million square-foot class A office tower on the Jersey City waterfront. The 42-story building, which also includes a four-story parking garage, will be purchased for $329 million. The transaction is expected to close in the first quarter 2005.

101 Hudson Street is 97.0% leased to seven tenants, including Merrill Lynch, AIG and Lehman Brothers.

Mitchell E. Hersh, president and chief executive officer of Mack-Cali, commented, “101 Hudson Street is a premier property with an impressive tenant roster and stable occupancy, and we’re especially pleased to acquire this asset at an attractive price.” He added, “With the acquisition of this trophy building, Mack-Cali further enhances its position as the dominant owner of class A office space on the Jersey City waterfront.”

Upon completion of the transaction, Mack-Cali will own over 4.3 million square feet of class A office space along the Jersey City waterfront, representing over 25% of the submarket’s total class A office space. The Company also manages an additional 1.2 million square feet of class A office space in the submarket.

101 Hudson Street offers excellent access to mass transportation—with nearby PATH and ferry service to downtown and midtown Manhattan and Hudson-Bergen Light Rail service to surrounding New Jersey communities—as well as unobstructed views of the Manhattan skyline.

Eastdil Realty Company, L.L.C. is representing the seller in the transaction.

Mack-Cali Realty Corporation is a fully-integrated, self-administered, self-managed real estate investment trust (REIT) providing management, leasing, development, construction and other tenant-related services for its class A real estate portfolio. Mack-Cali currently owns or has interests in 268 properties, primarily office and office/flex buildings located in the Northeast, totaling approximately 29.3 million square feet. The properties enable the Company to provide a full complement of real estate opportunities to its diverse base of approximately 2,100 tenants.

Additional information on Mack-Cali Realty Corporation is available on the Company’s Web site at www.mack-cali.com.

Certain information discussed in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws, including Section 21E of the Securities Exchange Act of 1934. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements relate to, without limitation, the Company’s future economic performance, plans and objectives for future operations and projections of revenue and other financial items. Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “continue” or comparable terminology. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, it can give no assurance that its expectations will be achieved. Forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Among the risks, trends and uncertainties are changes in the general economic conditions, including those affecting industries in which the Company’s principal tenants compete; any failure of the general economy to recover timely from the current economic downturn; the extent of any tenant bankruptcies; the Company’s ability to lease or re-lease space at current or anticipated rents; changes in the supply of and demand for office, office/flex and industrial/warehouse properties; changes in interest rate levels; changes in operating costs; the Company’s ability to obtain adequate insurance, including coverage for terrorist acts; the availability of financing; and other risks associated with the development and acquisition of properties, including risks that the development may not be completed on schedule, that the tenants will not take occupancy or pay rent, or that development or operating costs may be greater than anticipated. For further information on factors which could impact the Company and the statements contained herein, reference should be made to the Company’s filings with the Securities and Exchange Commission including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Annual Reports on Form 10-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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