-----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, VpgDlrsCtuwiKKb3M1aT1OknhKok2D77FRMyZPjQgifNYfgobTVs8lpBb0HB3beH 1M90a3evCcGKQqnr6577jA== 0000924901-06-000027.txt : 20060929 0000924901-06-000027.hdr.sgml : 20060929 20060929103530 ACCESSION NUMBER: 0000924901-06-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060925 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060929 DATE AS OF CHANGE: 20060929 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: 061115808 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 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: 061115807 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 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): September 25, 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 September 25, 2006, subsidiaries (the “Subsidiaries”) of Mack-Cali Realty, L.P., the operating partnership through which Mack-Cali Realty Corporation (the “General Partner”) conducts its real estate activities, entered into an agreement (the “Agreement”) with Westcore Properties AC, LLC (“Westcore”) which provides for the sale to Westcore by the Subsidiaries of two class A office buildings located in San Francisco, California totaling 450,891 square feet (the “Properties”) for an aggregate purchase price of $126 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 October 23, 2006 (the “Due Diligence Period”). Concurrently with its execution of the Agreement, Westcore deposited $500,000 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 $2 million with the escrow agent. The Agreement provides that the sale of the Properties shall close on or before November 22, 2006 (the “Closing Date”). Westcore may extend the Closing Date for an additional 30 days by depositing an additional $500,000 with the escrow agent.

 

The General Partner announced the entry into the Agreement on September 29, 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 September 29, 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: September 29, 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: September 29, 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 September 29, 2006.

 

 

 

 

 

 

 EX-99.1 2 ex991.htm

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 TO SELL SAN FRANCISCO HOLDINGS

--Sale of Ownership Interests in Three Properties to Mark Company’s

Exit of San Francisco Market—

 

Cranford, New Jersey—September 29, 2006—Mack-Cali Realty Corporation (NYSE: CLI) today announced that it has entered into agreements to sell its ownership interests in three properties in San Francisco for a total of approximately $167 million. Upon completion, the sales will mark the Company’s exit of the San Francisco market, in accordance with its capital recycling program and portfolio strategy.

 

The transactions are as follows:

 

•

Mack-Cali has entered into a contract to sell 760 Market Street and 795 Folsom Street in San Francisco to Westcore Properties, LLC, for an aggregate price of $126 million. 760 Market Street is an 11-story, 267,446 square-foot class A office building that is 78.2 percent leased; and 795 Folsom Street is a six-story, 183,445 square-foot class A office building that is 96.0 percent leased.

 

•

Mack-Cali has entered into an agreement in principle to sell substantially all of its 50-percent ownership interest in Convention Plaza in San Francisco, based on a total building valuation of approximately $82 million. Convention Plaza is a 12-story, 305,618 square-foot class A office building. The interest will be sold to an entity related to The ADCO Group. A different entity related to The ADCO Group is Mack-Cali’s current joint venture partner in the project. Located at 201 Third Street, Convention Plaza is 83.9 percent leased.

 

Both transactions are expected to close in the fourth quarter.

 

Mitchell E. Hersh, Mack-Cali president and chief executive officer, commented, “These transactions represent a significant milestone for our Company. Not only will they mark our exit of the San Francisco market and California, but they will also be the final step in our strategic plan of exiting the western, non-core markets to focus on growth opportunities in our core Northeast region.” He continued, “These sales will also allow

 


 

us to capitalize on the buoyant investment sales market in San Francisco and result in a significant gain in excess of $36 million.”

 

Mack-Cali recently announced its plans to sell its Denver portfolio, also to Westcore Properties, LLC. Due diligence has been completed for this transaction and Westcore has committed to a closing in early November.

 

Westcore Properties, LLC, is a private real estate investment company based in San Diego. The ADCO Group is a New York-based owner and developer of office, residential and hotel properties.

 

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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