Mack Cali Realty Corp – ‘8-K’ for 7/6/99

On:  Friday, 7/2/99   ·   For:  7/6/99   ·   Accession #:  1047469-99-26364   ·   File #:  1-13274

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         7     25K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders    55    230K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders     7     29K 
 4: EX-10.1     Material Contract                                      8     22K 
 5: EX-22.1     Published Report Regarding Matters Submitted to a      3     14K 
                          Vote of Security Holders                               

8-K   —   Current Report
Document Table of Contents

8-K
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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 (date of earliest event reported):

JULY 6, 1999
------------

MACK-CALI REALTY CORPORATION
----------------------------
(Exact name of Registrant as specified in its charter)

MARYLAND
--------
(State or other jurisdiction of incorporation)

1-13274                                           22-3305147  
-------                                           ----------  
(Commission File No.)                               (I.R.S. 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)

 N/A
 ---
 (Former Name or Former Address, if Changed Since Last Report)

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ITEM 5. OTHER EVENTS                                                            

On June 10, 1999, the Board of Directors of Mack-Cali Realty  
Corporation (the "Company") authorized a dividend distribution (the             
"Distribution") of one preferred share purchase right (a "Right") for each      
outstanding share of common stock, par value $0.01 per share (the "Common       
Shares"), of the Company. The dividend is payable on July 6, 1999 (the "Record  
Date"), to the stockholders of record on that date. Each Right entitles the     
registered holder to purchase from the Company one one-thousandth (1/1000) of a 
share of Series A Junior Participating Preferred Stock, par value $.01 per share
(the "Preferred Shares"), of the Company at a price of $100.00 per one          
one-thousandth of a Preferred Share (the "Purchase Price"), subject to          
adjustment. The description and terms of the Rights are set forth in a          
Shareholder Rights Agreement (the "Rights Agreement"), dated as of July 6, 1999,
by and between the Company and ChaseMellon Shareholder Services, LLC, as rights 
agent (the "Rights Agent").                                                     

Initially, the Rights will be attached to all Common Share    
certificates representing shares then outstanding, and no separate Rights       
certificates will be distributed. The Rights will separate from the Common      
Shares and a Distribution Date will occur upon the earlier of (i) ten calendar  
days following the date (the "Shares Acquisition Date") of public announcement  
that a person or group of affiliated or associated persons (an "Acquiring       
Person") has acquired, or obtained the right to acquire, beneficial ownership of
fifteen percent (15%) or more of the outstanding Common Shares or (ii) ten      
calendar days (or such later date as may be determined by action of the Board of
Directors prior to the time any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or public announcement of an   
intent to commence, a tender offer or exchange offer the consummation of which  
would result in the beneficial ownership by a person or group of fifteen percent
(15%) or more of the outstanding Common Shares (the earlier of such dates being 
called the "Distribution Date"). Until the Distribution Date, the Rights will be
evidenced by the Common Share certificates and will be transferred with and only
with such Common Share certificates. New Common Share certificates issued after 
the Record Date will contain a notation incorporating the Rights Agreement by   
reference. Until the Distribution Date, the surrender for transfer of any       
certificates representing outstanding Common Shares also will transfer the      
Rights associated with the Common Shares represented by such certificate. Any   
person or group owning in excess of 15% of the outstanding Common Shares as of  
July 6, 1999, shall only trigger the effects referred to above if such person   
increases its ownership of Common Shares to 10% or more greater than the        
beneficial ownership of Common Shares of such Person on such date.              

  As soon as practicable following the Distribution Date, separate
certificates representing the Rights ("Right Certificates") will be mailed to   
holders of record of the Common Shares as of the close of business on the       
Distribution Date and such separate Right Certificates alone will represent the 
Rights.                                                                         

2                                                                               

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        The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on July 6, 2009 (the "Final Expiration     
Date"), unless the Final Expiration Date is extended or the Right Certificates  
are earlier redeemed or exchanged by the Company, as described below. Each Right
generally will entitle the holder to purchase one one-thousandth (1/1,000th) of 
a Preferred Share of the Company at a price of $100.00.                         

         In the event that, following the Distribution Date, any person or group
becomes an Acquiring Person, each holder of a Right will thereafter have the    
right to receive, upon exercise, Common Shares having a market value equal to   
two times the Purchase Price of the Right. Notwithstanding any of the foregoing,
once any person or group becomes an Acquiring Person, all Rights that are or    
were beneficially owned by any such Acquiring Person will be null and void.     

        For example, at an exercise price of $100.00 per Right, each Right not
owned by an Acquiring Person would entitle its holder to purchase $200.00 worth 
of Common Stock for $100.00. Assuming that the Common Stock had a per share     
value of $40.00 on the date upon which such person or group became an Acquiring 
Person, the holder of each valid right would be entitled to purchase five (5)   
shares of Common Stock for $100.00.                                             

        In the event that, following the Distribution Date, (i) the Company is
acquired in a merger or other business combination transaction in which the     
Company is not the surviving corporation, or (ii) 50% or more of the Company's  
consolidated assets or earning power is sold or transferred, then each holder of
a Right (except Rights which previously have been voided as set forth in the    
preceding paragraph) shall thereafter have the right to receive, upon exercise, 
common stock of the acquiring company having a value equal to two times the     
Purchase Price of the Right.                                                    

    The Purchase Price payable, and the number of Preferred Shares (or
Common Shares) issuable, upon exercise of the Rights are subject to adjustment  
from time to time to prevent dilution (i) in the event of a stock dividend on,  
or a subdivision, combination or reclassification of, the Preferred Shares, (ii)
upon the grant to holders of the Preferred Shares of certain rights or warrants 
to subscribe for the purchase of Preferred Shares or convertible securities at  
less than the current market price of the Preferred Shares or (iii) upon the    
distribution to holders of the Preferred Shares of evidences of indebtedness or 
assets (excluding regular quarterly cash dividends or dividends payable in      
Preferred Shares) or of subscription rights or warrants (other than those       
referred to above).                                                             

      With certain exceptions, no adjustment in the Purchase Price will be
required until the time at which cumulative adjustments require an adjustment of
at least 1% in such Purchase Price. No fractional Preferred Shares will be      
issued (other than fractional shares which are integral multiples of one        
one-thousandth of a Preferred Share) and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on the last      
trading date prior to the date of exercise.                                     

3                                                                               

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        At any time after any person or group becomes an Acquiring Person, the
Board of Directors may cause the Company to exchange the Rights (other than     
Rights owned by the Acquiring Person which shall have become void), in whole or 
in part, at an exchange ratio of one Common Share per Right (subject to         
adjustment).                                                                    

      At any time prior to the earlier of (i) the close of business on the
tenth calendar day following the Shares Acquisition Date (or if the Shares      
Acquisition Date shall have occurred prior to the Record Date, the close of     
business on the tenth day following the Record Date) or (ii) the Final          
Expiration Date, the Board of Directors of the Company may cause the Company to 
redeem the Rights in whole, but not in part, at a price of $.0l per Right (the  
"Redemption Price"). Under certain circumstances set forth in the Rights        
Agreement, the decision to redeem shall required that there be Continuing       
Directors (as defined below) in office and that a majority of the Continuing    
Directors approve such decision. Immediately upon the action of the Board of    
Directors of the Company electing to redeem the Rights, with, if required, the  
concurrence of the Continuing Directors, the Company shall make announcement    
thereof, and upon such action, the right to exercise the Rights will terminate  
and the only right of the holders of Rights will be to receive the Redemption   
Price.                                                                          

       Until a Right is exercised or exchanged, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without         
limitation, the right to vote or to receive dividends.                          

 The term "Continuing Director" means any member of the Board of
Directors of the Company, while such Person is a member of the Board of         
Directors, who (i) is not (A) an Acquiring Person or an Affiliate or Associate  
of an Acquiring Person or (B) a representative or nominee of an Acquiring Person
or of any such Affiliate or Associate or (C) any Person elected to the Board of 
Directors as a result of a proxy solicitation or initiative referred to in      
Section 23(b); and (ii) either (A) was a member of the Board of Directors       
immediately prior to the time any Person becomes an Acquiring Person or (B)     
subsequently becomes a member of the Board of Directors, if such Person's       
nomination for election or election to the Board of Directors is recommended or 
approved by a majority of the Continuing Directors.                             

         The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i) 
the sum of one one-thousandth percent (.001%) and the largest percentage of the 
outstanding Common Shares then known to the Company to be beneficially owned by 
any person or group (other than Acquiring Persons) and (ii) ten percent (10%),  
except that from and after such time as any person or group becomes an Acquiring
Person no such amendment may adversely affect the interests of the holders of   
the Rights.                                                                     

         The foregoing description of the Rights is qualified in its entirety by
reference to                                                                    

4                                                                               

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the Rights Agreement which is attached as an exhibit to this Form 8-K.          

In connection with the foregoing, the Company hereby files the
documents listed below:                                                         

                                                                [Download Table]


Exhibit                Document                                                
-------                --------                                                
                                                                               
 4.1       Shareholder Rights Agreement, dated as of July 6, 1999, between     
             Mack-Cali Realty Corporation and ChaseMellon Shareholder Services,
             LLC, as Rights Agent                                              

 4.2       Articles Supplementary of Series A Junior Participating Preferred   
             Stock                                                             

 10.1      Amendment No. 2 to the Second Amended and Restated Agreement of     
             Limited Partnership of Mack-Cali Realty, L.P., as amended         

 22.1      News Release of Mack-Cali Realty Corporation dated July 2, 1999     


5                                                                               

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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.                                           

                MACK-CALI REALTY CORPORATION

Date:  July 2, 1999               By: /s/ Barry Lefkowitz                       
                                    ------------------------------------------
         Barry Lefkowitz
                            Executive Vice President and Chief
           Financial Officer

6                                                                               

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 EXHIBIT INDEX

                                                                [Download Table]


Exhibit                Document                                                
-------                --------                                                
                                                                               
 4.1       Shareholder Rights Agreement, dated as of July 6, 1999, between     
             Mack-Cali Realty Corporation and ChaseMellon Shareholder Services,
             LLC, as Rights Agent                                              

 4.2       Articles Supplementary of Series A Junior Participating Preferred   
             Stock                                                             

 10.1      Amendment No. 2 to the Second Amended and Restated Agreement of     
             Limited Partnership of Mack-Cali Realty, L.P., as amended         

 22.1      News Release of Mack-Cali Realty Corporation dated July 2, 1999     


7                                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		7/6/09		3					4
For Period End:		7/6/99		1		7
Filed on:		7/2/99		5		7			8-A12B
		6/10/99		2					4,  8-K
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11/03/21  Veris Residential, Inc.           10-Q        9/30/21  112:51M                                    Certent, Inc./FA
 7/28/21  Veris Residential, Inc.           10-Q        6/30/21  112:51M                                    Certent, Inc./FA
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 2/25/21  Veris Residential, Inc.           10-K       12/31/20  139:77M                                    Certent, Inc./FA
11/04/20  Veris Residential, Inc.           10-Q        9/30/20  126:63M                                    Certent, Inc./FA
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