-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ObuZSt10SoZhDBVv+Lb09KJEFZfys6Xa6oR8UFdAsp73gg1Y5HThkb4bERLcSXw6 uoRRsWoe3iehsp26x+ku9w== 0000924901-06-000025.txt : 20060815 0000924901-06-000025.hdr.sgml : 20060815 20060814173948 ACCESSION NUMBER: 0000924901-06-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060809 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060815 DATE AS OF CHANGE: 20060814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MACK CALI REALTY CORP CENTRAL INDEX KEY: 0000924901 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 223305147 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13274 FILM NUMBER: 061032413 BUSINESS ADDRESS: STREET 1: 11 COMMERCE DR STREET 2: 1ST FLOOR CITY: CRANFORD STATE: NJ ZIP: 07016 BUSINESS PHONE: 9082728000 MAIL ADDRESS: STREET 1: 11 COMMERCE DRIVE STREET 2: 1ST FLOOR CITY: CRANFORD STATE: NJ ZIP: 07016 FORMER COMPANY: FORMER CONFORMED NAME: CALI REALTY CORP /NEW/ DATE OF NAME CHANGE: 19960730 FORMER COMPANY: FORMER CONFORMED NAME: CALI REALTY L P DATE OF NAME CHANGE: 19941025 FORMER COMPANY: FORMER CONFORMED NAME: CALI REALTY CORP DATE OF NAME CHANGE: 19940608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MACK CALI REALTY L P CENTRAL INDEX KEY: 0001067063 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 223315804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-57103-01 FILM NUMBER: 061032414 BUSINESS ADDRESS: STREET 1: 11 COMMERCE DR STREET 2: 1ST FLOOR CITY: CRANFORD STATE: NJ ZIP: 07016 BUSINESS PHONE: 9082728000 MAIL ADDRESS: STREET 1: 11 COMMERCE DRIVE STREET 2: 1ST FLOOR CITY: CRANFORD STATE: NJ ZIP: 07016 8-K 1 form8k.htm

 

 

 

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): August 9, 2006

 

 

 

MACK-CALI REALTY CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

Maryland

 

1-13274

 

22-3305147

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(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)

 

 

MACK-CALI REALTY, L.P.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

 

333-57103

 

22-3315804

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(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 August 9, 2006, the Board of Directors of Mack-Cali Realty Corporation (the “General Partner”), the general partner of Mack-Cali Realty, L.P. (the “Operating Partnership”), authorized and approved an Agreement of Sale and Purchase (the “Agreement”) by and between the Operating Partnership and Westcore Properties, LLC (“Westcore”). The Agreement provides for the sale to Westcore of the Operating Partnership’s property and land portfolio in the State of Colorado consisting of 19 office buildings totaling approximately 1.4 million square feet, 7.1 acres of vacant land, and 1.6 acres of land dedicated to a parking facility (collectively, the “Colorado Portfolio”). The Colorado Portfolio is being sold to Westcore for aggregate purchase consideration of approximately $195.3 million in cash.

 

The Agreement is subject to numerous customary undertakings, covenants, obligations and conditions, including a purchaser’s due diligence period which expires on September 6, 2006 (the “Due Diligence Period”). Concurrently with its execution of the Agreement, Westcore deposited $1 million with an escrow agent, which deposit is refundable if Westcore terminates the Agreement for any reason prior to the expiration of the Due Diligence Period. If Westcore does not terminate the Agreement prior to the expiration of the Due Diligence Period, it is required to deposit an additional $4 million with the escrow agent. The sale of the Colorado Portfolio is expected to close on or about September 30, 2006.

 

The General Partner announced entry into the Agreement on August 15, 2006. A copy of the General Partner’s press release is filed herewith as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

 

Exhibit No.

Description

 

 

99.1

Press Release of Mack-Cali Realty Corporation dated August 15, 2006.

 

 


 

 

SIGNATURES

 

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.

 

 

MACK-CALI REALTY CORPORATION

 

Dated: August 14, 2006

By:

/s/ ROGER W. THOMAS

 

 

Roger W. Thomas

 

 

Executive Vice President, General Counsel

And Secretary

 

 

 

MACK-CALI REALTY, L.P.

 

 

By:

Mack-Cali Realty Corporation,

 

its general partner

 

 

Dated: August 14, 2006

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 August 15, 2006.

 

 

 

 

 

 

 EX-99.1 2 ex991.htm

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

 

 

 

Rick Matthews

 

 

Executive Vice President

 

Rubenstein Associates

 

(212) 843-8267

 

MACK-CALI ENTERS AGREEMENT TO SELL COLORADO PORTFOLIO

 

Cranford, New Jersey—August 15, 2006—Mack-Cali Realty Corporation (NYSE: CLI) today announced that it has signed a contract to sell its entire property and land portfolio in suburban Denver and Colorado Springs.

 

The portfolio, which consists of 19 office buildings totaling approximately 1.4 million square feet, plus 7.1 acres of vacant land and 1.6 acres of land dedicated to a parking facility, is being sold to Westcore Properties, LLC, for approximately $195.3 million. Westcore Properties, LLC, is a private commercial real estate firm based in San Diego. The transaction is expected to close near the end of the third quarter.

 

Mitchell E. Hersh, Mack-Cali president and chief executive officer, commented, “With this transaction, we are executing our strategic plan to realign our property portfolio and focus more on growth opportunities in our core Northeast markets.  With our recent success in leasing up this portfolio to 96 percent, and along with the positive trends we've been seeing in the Denver office market overall, we determined that the time was right for this sale.”

 

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 320 properties, primarily office and office/flex buildings located in the Northeast, totaling approximately 35.9 million square feet. The properties enable the Company to provide a full complement of real estate opportunities to its diverse base of approximately 2,600 tenants.

 

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

 

 


 

 

Statements made in this press release may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such 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, and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the headings “Disclosure Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s 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, new information or otherwise.

 

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