UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K/A
AMENDMENT NO. 1
|X| ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended: December 31, 1998
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 333-57103
MACK-CALI REALTY, L.P.
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(Exact name of Registrant as specified in its charter)
Delaware 22-3315804
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(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
11 Commerce Drive, Cranford New Jersey 07016-3599
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(Address of principal executive offices) (Zip code)
(908) 272-8000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class) (Name of Each Exchange on Which Registered)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
MACK-CALI REALTY, L.P.
AMENDMENT NO. 1
TO THE ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
Mack-Cali Realty, L.P. (together with its subsidiaries, the
"Registrant" or the "Operating Partnership") hereby amends and restates in its
entirety the following items of its Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, as set forth in the pages attached hereto:
1. ITEM 10 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
DIRECTORS AND EXECUTIVE OFFICERS
The Operating Partnership does not have any directors or executive
officers. Set forth below is certain information as of March 15, 1999 for (i)
the members of the Board of Directors of the Corporation (the "Board of
Directors"), (ii) the executive officers of the Corporation and (iii) the
directors and executive officers of the Corporation as a group. The Corporation
is the sole general partner of the Operating Partnership.
PERCENT OF
SHARES
PERCENT OF OUTSTANDING
SHARES (CALCULATED ON
FIRST TERM NUMBER OF OUTSTANDING A FULLY-DILUTED
NAME AND POSITION (1) AGE ELECTED EXPIRES SHARES (2) (%)(3) BASIS)(%)(4)
- --------------------- --- ------- ------- ---------- ------ ------------
John J. Cali, Chairman of the .......................... 80 1994 2000 475,908(9) * *
Board(5)
Thomas A. Rizk, Chief Executive Officer
and Director (5) .................................. 41 1994 2000 428,928(10) * *
Mitchell E. Hersh, President, Chief Operating
Officer and Director (5) ............................ 48 1997 2000 257,414(11) * *
Brant Cali, Executive Vice President -
Operations, Leasing and Marketing and
Assistant Secretary ................................. 45 -- -- 572,174(12) * *
John R. Cali, Executive Vice President -
Development ......................................... 51 -- -- 423,824(13) * *
Timothy M. Jones, Executive Vice President and
Chief Investment Officer ............................ 43 -- -- 317,398(14) * *
Barry Lefkowitz, Executive Vice President and
Chief Financial Officer ............................. 36 -- -- 64,210(15) * *
Roger W. Thomas, Executive Vice President,
General Counsel and Secretary ....................... 41 -- -- 64,484(16) * *
Martin S. Berger, Director (6) ......................... 68 1998 2000 531,532(17) * *
Brendan T. Byrne, Director (8) ......................... 74 1994 2001 17,100(18) * *
Martin D. Gruss, Director (8) .......................... 56 1997 2001 35,000(19) * *
Jeffrey B. Lane, Director (7) .......................... 56 1997 2001 15,000(20) * *
Earle I. Mack, Director ................................ 60 1997 1999 2,681,917(21) 4.40 3.42
William L. Mack, Director (5) .......................... 59 1997 1999 4,465,701(22) 7.12 5.70
Paul A. Nussbaum, Director (8) ......................... 51 1997 1999 64,785(23) * *
Alan G. Philibosian, Director (7) ...................... 45 1997 1999 15,500(24) * *
Irvin D. Reid, Director (8) ............................ 58 1994 2000 10,000(25) * *
Vincent Tese, Director (7) ............................. 56 1997 2001 12,000(26) * *
Robert F. Weinberg (27) ................................ 68 1997 (27) 536,532(28) * *
------------- ----- -----
All directors and executive officers as a group......... 10,989,407(29) 15.94 14.02
============= ===== =====
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2
* Beneficial Ownership of less than 1 percent is omitted.
(1) Certain executive officers and directors of the Corporation and various
other persons and entities beneficially own in the aggregate,
approximately 11.4 percent of the partnership interests in the
Operating Partnership in which the Corporation has a 79.2% general
partnership interest and the aggregate limited partners' interest is
20.8%. The limited partners of the Operating Partnership share with the
Corporation, as general partner, in the net income or loss and any
distributions of the Operating Partnership. Pursuant to the partnership
agreement of the Operating Partnership, limited partnership interests
are redeemable into shares of Common Stock on a one-for-one basis.
(2) Except as otherwise noted below, all shares of Common Stock are owned
beneficially by the individual listed with sole voting and/or
investment power.
(3) Assumes redemption of only the limited partnership interests in the
Operating Partnership beneficially owned by such owner into shares of
Common Stock (disregarding any waiting periods before such redemption
is legally permitted) and the exercise of vested options and warrants
held only by such owner.
(4) Assumes the redemption of all outstanding limited partnership interests
in the Operating Partnership into shares of Common Stock and the
exercise of all vested options and warrants.
(5) Member of Executive Committee of the Board of Directors.
(6) Appointed as director of the Corporation upon resignation of Robert F.
Weinberg as member of the Board of Directors of the Corporation on
December 1, 1998.
(7) Member of Option and Executive Compensation Committee of the Board of
Directors.
(8) Member of Audit Committee.
(9) Includes 290,561 shares of Common Stock that may be issued upon the
redemption of all of John J. Cali's limited partnership interests in
the Operating Partnership and 158,569 shares of Common Stock that may
be issued upon the redemption of all of the limited partnership
interests in the Operating Partnership held by members of John J.
Cali's immediate family and trusts of which he is a trustee. Also
includes vested options to purchase 25,627 shares of Common Stock.
(10) Includes 141,383 shares of Common Stock that may be issued upon the
redemption of all of Thomas A. Rizk's limited partnership interests in
the Operating Partnership. Also includes vested options to purchase
135,990 shares of Common Stock.
(11) Includes 121,424 shares of Common Stock that may be issued upon the
redemption of all of Mitchell E. Hersh's limited partnership interests
in the Operating Partnership. Also includes vested warrants to purchase
135,990 shares of Common Stock.
(12) Includes 149,501 shares of Common Stock that may be issued upon the
redemption of all of Brant Cali's limited partnership interests in the
Operating Partnership. Also includes vested options to purchase 367,118
shares of Common Stock.
(13) Includes 83,951 shares of Common Stock that may be issued upon the
redemption of all of John R. Cali's limited partnership interests in
the Operating Partnership. Also includes vested options to purchase
284,318 shares of Common Stock.
(14) Includes vested warrants to purchase 170,000 shares of Common Stock and
vested options to purchase 45,118 shares of Common Stock. Also includes
102,280 limited partnership interests in the Operating Partnership.
(15) Includes vested options to purchase 38,854 shares of Common Stock.
(16) Includes vested options to purchase 38,854 shares of Common Stock.
(17) Includes 521,532 limited partnership interests in the Operating
Partnership and vested options to purchase 10,000 shares of Common
Stock.
(18) Includes vested options to purchase 17,000 shares of Common Stock.
3
(19) Includes 5,000 shares of Common Stock held by trusts of which Mr. Gruss
is a trustee, of which Mr. Gruss disclaims beneficial ownership. Also
includes vested options to purchase 10,000 shares of Common Stock.
(20) Includes vested options to purchase 10,000 shares of Common Stock.
(21) Includes 2,671,917 shares of Common Stock that may be issued upon the
redemption of all of Earle I. Mack's limited partnership interests in
the Operating Partnership (67,441 of which result from the redemption
of contingent [Units] and 410,195 of which result from the exercise of
warrants to purchase limited partnership units of the Operating
Partnership (the "Unit Warrants")). Also includes vested options to
purchase 10,000 shares of Common Stock.
(22) Includes 3,058,865 shares of Common Stock that may be issued upon the
redemption of all of William L. Mack's limited partnership interests in
the Operating Partnership (68,168 of which result from the redemption
of contingent Units and 465,886 of which result from the exercise of
Unit Warrants) and vested options to purchase 10,000 shares of Common
Stock. Also includes 983,699 shares of Common Stock that may be issued
upon the redemption of all of the limited partnership interests in the
Operating Partnership (1,500 of which result from the redemption of
contingent Units and 149,930 of which result from the exercise of Unit
Warrants) held by trusts of which Mr. Mack or his wife is a trustee, of
which Mr. Mack disclaims beneficial ownership. Also includes 413,137
shares of Common Stock that may be issued upon the redemption of all of
the limited partnership interests in the Operating Partnership (63,334
of which results from the exercise of Unit Warrants) held by a
partnership to which Mr. Mack possesses sole or shared dispositive or
voting power.
(23) Includes 54,785 shares of Common Stock that may be issued upon the
redemption of all of Paul A. Nussbaum's limited partnership interests
in the Operating Partnership (1,336 of which result from the redemption
of contingent Units and 9,095 of which result from the exercise of Unit
Warrants). Also includes vested options to purchase 10,000 shares of
Common Stock.
(24) Includes 250 shares of Common Stock owned by Mr. Philibosian's family
of which Mr. Philibosian disclaims beneficial ownership. Also includes
vested options to purchase 15,000 shares of Common Stock.
(25) Includes vested options to purchase 10,000 shares of Common Stock.
(26) Includes vested options to purchase 10,000 shares of Common Stock.
(27) Resigned from the Board of Directors of the Corporation on December 1,
1998. Presently serves as a member of the Advisory Board.
(28) Includes 521,532 limited partnership interests in the Operating
Partnership and vested options to purchase 15,000 shares of Common
Stock. Does not include 1,000 shares of Common Stock owned by Mr.
Weinberg's wife, of which Mr. Weinberg disclaims beneficial ownership.
(29) Includes 6,473,407 shares of Common Stock that may be issued upon the
redemption of all of the executive officers' and directors' limited
partnership interests in the Operating Partnership. Includes 1,701,290
shares of Common Stock that may be issued upon the redemption of all of
the limited partnership interests in the Operating Partnership held by
members of the directors' and executive officers' immediate families,
trusts of which they are trustees or entities over which they possess
sole or shared dispositive or voting power. Includes 1,098,440 shares
of Common Stock reserved for issuance upon the exercise of Unit
Warrants that are owned by executive officers, directors, their
immediate family members and related trusts. Also includes vested
options to purchase 1,062,879 shares of Common Stock and vested
warrants to purchase 305,990 shares of Common Stock.
The Corporation's Amended and Restated Articles of Incorporation
divides the Corporation's Board of Directors into three classes, with the
members of each such class serving staggered three-year terms. The Board of
Directors presently consists of thirteen members as follows: Class I directors,
Brendan T. Byrne, Martin D. Gruss, Jeffrey B. Lane and Vincent Tese, whose terms
expire in 2001; Class II directors, Earle I. Mack, William L. Mack, Paul A.
Nussbaum and Alan G. Philibosian, whose terms expire in 1999 (and if re-elected
at the annual meeting of the stockholders of the Corporation to be held on May
19, 1999 (the "Annual Meeting"), in 2002); and Class III directors, Martin S.
Berger, John J. Cali, Mitchell E. Hersh, Irvin D. Reid and Thomas A. Rizk, whose
terms expire in 2000.
At the Annual Meeting, the stockholders will elect four directors to
serve as Class II directors. The Class II directors who are elected at the
Annual Meeting will serve until the Annual Meeting of Stockholders to be held in
2002 and until such directors' respective successors are elected or appointed
and qualify or until any such director's earlier resignation or removal. The
Board of Directors believes that nominees Nathan Gantcher, Earle I. Mack,
William L. Mack and Alan G. Philibosian will stand for election and will, if
elected, serve as such Class II directors. Paul A. Nussbaum, a current Class II
director, has declined renomination for another term as a member of the Board of
Directors. However, in the event any nominee is unable or unwilling to serve as
a Class II director at the time of the Annual
4
Meeting, the proxies may be voted for the balance of those nominees named and
for any substitute nominee designated by the present Board of Directors or the
proxy holders to fill such vacancy or for the balance of those nominees named
without nomination of a substitute, or the Board of Directors may be reduced in
accordance with the By-laws of the Corporation.
Biographical information concerning the director nominees for the Board
of Directors is set forth below.
NATHAN GANTCHER, director nominee, is being nominated to serve as a
director of the Corporation beginning in 1999. Mr. Gantcher serves as Vice
Chairman of CIBC Oppenheimer Corp. Prior to becoming Vice Chairman of CIBC
Oppenheimer Corp., Mr. Gantcher served as co-Chief Executive Officer of
Oppenheimer & Co., Inc. Mr. Gantcher currently serves as Chairman of the Board
of Trustees of Tufts University, a Director of Datron, Inc. and as a member of
the Council of Foreign Relations. Mr. Gantcher received his A.B. in Economics
and Biology from Tufts University and his M.B.A. from the Columbia University
Graduate School of Business.
EARLE I. MACK, director nominee, was appointed as a director of the
Corporation in 1997 in connection with the acquisition by the Corporation of
certain properties of The Mack Company and Patriot American Office Group (the
"Mack Transaction"). Prior to joining the Corporation in connection with the
Mack Transaction, Mr. Mack served as Senior Partner and Chief Financial Officer
of the Mack organization since 1964, where he pioneered the development of
large, Class A office properties and helped to increase the Mack organization's
portfolio to approximately 20 million square feet. Mr. Mack has a B.S. degree in
Business Administration from Drexel University and also attended Fordham Law
School.
WILLIAM L. MACK, director nominee, was appointed as a director of the
Corporation in 1997 in connection with the Mack Transaction. Mr. Mack serves as
Chairman of the Corporation's Executive Committee. Prior to joining Mack-Cali in
connection with the Mack Transaction, Mr. Mack served as Managing Partner of the
Mack organization, where he pioneered the development of large, Class A office
properties and helped to increase the Mack organization's portfolio to
approximately 20 million square feet. Mr. Mack also served as chairman of
Patriot American Office Group. In addition, Mr. Mack is a managing partner of
Apollo Real Estate Advisors, L.P. whose investment funds have invested in
greater than $10 billion of various diversified real estate ventures. Mr. Mack
also currently serves as a member of the board of directors of Koger Equity,
Inc., The Bear Stearns Companies, Inc., Metropolis Realty Trust, Inc.,
Metropolitan Regional Advisory Board and Vail Resorts, Inc. Mr. Mack is a
trustee of the North Shore-Long Island Jewish Health System and the University
of Pennsylvania, a member of the Board of Overseers of The Wharton School and
serves on the Executive Committee for the Real Estate Center of The Wharton
School. Mr. Mack attended the Wharton School of Business and Finance at the
University of Pennsylvania and has a B.S. degree in business administration,
finance and real estate from New York University.
ALAN G. PHILIBOSIAN, director nominee, was appointed as a director of
the Corporation in 1997. Mr. Philibosian is an attorney practicing in Englewood,
New Jersey. Mr. Philibosian is currently a Commissioner on The Port Authority of
New York and New Jersey, and also serves on the Board of Directors of the
Armenian Missionary Association of America, Paramus, New Jersey and John Harms
Center for the Arts, Englewood, New Jersey. Mr. Philibosian graduated from
Rutgers College, and received his J.D. degree from Boston College Law School and
his LL.M. degree in taxation from New York University.
Biographical information concerning the remaining directors and
executive officers of the Corporation is set forth below.
JOHN J. CALI has served as Chairman of the Board of Directors since
1994 and as a member of the Executive Committee of the Board of Directors of the
Corporation since 1997. In addition, Mr. Cali was a principal of Cali Associates
and a member of its Executive and Long Range Planning Committees from 1949 to
1994. Mr. Cali co-founded Cali Associates in 1949 and since such date has been
responsible for its and the Corporation's overall development strategies and
policies. Mr. Cali graduated from Indiana University.
THOMAS A. RIZK has served as Chief Executive Officer since January
1996, as a member of the Board of Directors of the Corporation since 1994 and
a member of the Executive Committee of the Board of Directors of the
Corporation since 1997. In addition, Mr. Rizk was a principal of Cali
Associates and served as its General Counsel and as a member of its Executive
Committee from 1989 to 1994, as its Chief Financial Officer from 1991 to 1994
and as the Corporation's President from 1994 through December 1997. Mr. Rizk
was responsible for coordinating all financial activities for Cali Associates
and for developing its strategic direction and investment strategies. Mr.
Rizk is responsible for the strategic direction and long-term planning for
the Corporation. He is also responsible for creating and implementing the
Corporation's capital market strategies. Mr. Rizk also serves on the Board of
Governors of the National Association of Real Estate Investment Trusts
(NAREIT) and the New York University REIT Center Board of Advisors. Prior to
joining Cali Associates, Mr. Rizk was vice president and general counsel of
Dubnoff & Koch, a New Jersey-based real estate development firm. He received
his J.D. degree from Rutgers School of Law and his LL.M. degree in taxation
from New York University School of Law.
MITCHELL E. HERSH has served as President and Chief Operating Officer
and as a member of the Board of Directors of the Corporation and as a member of
the Executive Committee of the Board of Directors of the Corporation since 1997.
Prior to joining the Corporation in connection with the Mack Transaction, Mr.
Hersh served as a Partner of the Mack organization since 1982 and as Chief
Operating Officer of the Mack organization since 1990, where he was responsible
for overseeing the development, operations, leasing and acquisitions of the Mack
organization's office and industrial portfolio. Mr. Hersh is responsible for the
strategic direction and long-term
5
planning for the Corporation, with particular emphasis on the operations and
acquisitions departments. Mr. Hersh has a B.A. degree in architecture from Ohio
University.
BRANT CALI serves as Executive Vice President-Operations, Leasing and
Marketing, as Assistant Secretary of the Corporation and as a member of the
Advisory Board of the Corporation. In addition, Mr. Cali was a principal of Cali
Associates and served as a member of its Executive and Long Range Planning
Committees from 1981 to 1994, and as the Corporation's Chief Operating Officer
from 1994 through December 1997. Mr. Cali is responsible for directing the
Corporation's property management, leasing and marketing departments as well as
general administrative oversight at the Corporation's headquarters in Cranford,
New Jersey. In addition, as part of the Corporation's senior management team,
Mr. Cali is responsible for the Corporation's overall strategic direction. Mr.
Cali holds a Ph.D. degree in plant pathology from North Carolina State
University.
JOHN R. CALI serves as Executive Vice President-Development of the
Corporation. Mr. Cali served as Chief Administrative Officer of the Corporation
until December 1997. In addition, Mr. Cali was a principal of Cali Associates
and served as a member of its Long Range Planning Committee from 1981 to 1994
and its Executive Committee from 1987 to 1994 and was responsible for the
development of Cali Associates' office system and the management of its office
personnel. Mr. Cali also developed and organized the leasing and property
management departments of Cali Associates and he is now responsible for
directing the development functions of the Corporation. Mr. Cali has an M.Ed.
degree in counseling, organizational development and personnel from the
University of Missouri.
TIMOTHY M. JONES serves as Executive Vice President and Chief
Investment Officer of the Corporation. Prior to joining the Corporation, Mr.
Jones served as Executive Vice President and Chief Operating Officer of The
Robert Martin Company, where he was responsible for the daily corporate
operations and management of the firm's six-million square foot portfolio in New
York and Connecticut. Prior to joining The Robert Martin Company, Mr. Jones
served as a Vice President in Chemical Bank's Real Estate Division, as President
of Clifton Companies in Stamford, Connecticut and Federated National Corporation
in State College, Pennsylvania. Mr. Jones is responsible for directing the
acquisition and disposition functions of the Corporation. Mr. Jones has a B.A.
degree in economics from Yale University and an M.S. degree in business from
Columbia University.
BARRY LEFKOWITZ serves as Executive Vice President and Chief Financial
Officer of the Corporation. Mr. Lefkowitz is responsible for development and
implementation of the Corporation's strategic financial plan, long-term
forecasting, investor relations, management of capital markets activities, and
financial reporting matters. Mr. Lefkowitz also assists the Corporation with the
structuring of mergers and acquisitions, disclosure requirements and strategic
planning matters. Before joining the Corporation, Mr. Lefkowitz was a Senior
Manager specializing in real estate with the accounting firm of Deloitte &
Touche LLP. Mr. Lefkowitz is a certified public accountant and a graduate of
Brooklyn College.
ROGER W. THOMAS serves as Executive Vice President, General Counsel and
Secretary of the Corporation. Mr. Thomas is responsible for structuring and
implementing the Corporation's acquisitions and mergers, corporate governance,
supervising outside legal counsel, insuring legal compliance and preparation of
required disclosure documents. Mr. Thomas also assists the Corporation in
investor relations and in implementing the Corporation's investment strategies,
financial activities and acquisitions. Prior to joining the Corporation, Mr.
Thomas was a partner at the law firm of Dreyer & Traub in New York, specializing
in real estate and commercial transactions. Mr. Thomas holds a BSBA in finance
and a J.D. degree from the University of Denver.
MARTIN S. BERGER has served as a member of the Board of Directors of
the Corporation since 1998. Prior to joining the Corporation, Mr. Berger served
as Co-Chairman and General Partner of The Robert Martin Company since its
founding in 1957. Mr. Berger is Chairman of the Board and Chief Executive
Officer of City & Suburban Federal Savings Bank, President of the Construction
Industry Foundation, and a Board Member of The White Plains Hospital Medical
Center. Mr. Berger holds a B.S. degree in finance from New York University.
BRENDAN T. BYRNE has served as a member of the Board of Directors of
the Corporation since 1994. Mr. Byrne served two consecutive terms as Governor
of the State of New Jersey prior to 1982 and has been a senior partner with
Carella, Byrne, Bain, Gilfillan, Cecchi, Stewart & Olstein, a Roseland, New
Jersey law firm, since 1982. Governor Byrne graduated from Princeton
University's School of Public Affairs and received his LL.B from Harvard Law
School.
MARTIN D. GRUSS has served as a member of the Board of Directors of the
Corporation since 1997. Mr. Gruss is the Senior Partner of Gruss & Co., a
private investment firm. From 1989-1993 Mr. Gruss served as a Director of Acme
Metals Incorporated. Mr. Gruss currently serves as a member of the Board of
Overseers of the Wharton School and as a Trustee of the Lawrenceville School.
Mr. Gruss has a B.S. degree in Economics from the Wharton School of the
University of Pennsylvania and a J.D. degree from New York University School of
Law.
JEFFREY B. LANE has served as a member of the Board of Directors of the
Corporation since 1997. Mr. Lane is Principal and Chief Administrative Officer
of Neuberger Berman, which he joined in 1998. Prior to joining Neuberger Berman,
Mr. Lane was Vice Chairman
6
of Travelers Group. Mr. Lane was affiliated with Shearson Lehman Brothers from
1969 to 1990 as President, Chief Operating Officer, Chief Financial Officer and
a member of its board of directors. Mr. Lane currently serves as a Director of
the North Shore/Long Island Jewish Health System and the National Academy of
Finance and as Chairman of the New York City Academy of Finance. Mr. Lane has a
B.A. degree from New York University and an M.B.A. degree from the Columbia
University Graduate School of Business.
PAUL A. NUSSBAUM, has served as a member of the Board of Directors of
the Corporation since 1997. Prior to joining the Corporation, Mr. Nussbaum
founded the Patriot American group of companies and currently serves as Chairman
Emeritus of Patriot American Hospitality, Inc. Prior to his association with
Patriot American, Mr. Nussbaum practiced real estate and corporate law in New
York for 20 years, the last twelve of which he served as chairman of the real
estate department of Schulte Roth & Zabel. Mr. Nussbaum currently serves as an
overseer of Colby College, a member of the Board of Visitors of the Georgetown
University Law Center, a trustee of the Dallas Symphony and a National Trustee
of the National Jewish Medical Research Center in Denver. Mr. Nussbaum is a
member of the Urban Land Institute, the American College of Real Estate Lawyers
and the Advisory Board of the Real Estate Center of the Wharton School of
Business. Mr. Nussbaum has a B.A. degree from the State University of New York
at Buffalo and a J.D. degree from the Georgetown University Law Center. Mr.
Nussbaum has declined renomination to stand for election to the Board of
Directors in 1999.
IRVIN D. REID has served as a member of the Board of Directors of the
Corporation since 1994. Dr. Reid serves as President of Wayne State University
in Michigan. Prior to becoming the President of Wayne State University, Dr. Reid
served as President of Montclair State University (formerly Montclair State
College) in New Jersey from 1989 to 1997, and held positions of Dean, School of
Business Administration, and John Stagmaier Professor of Economics and Business
Administration at the University of Tennessee at Chattanooga. Dr. Reid is also a
member of the board of directors of Fleet Bank, N.A. Dr. Reid received his B.S.
degree and M.S. degree in general and experimental psychology from Howard
University. He earned his M.A. and Ph.D. degrees in business and applied
economics from The Wharton School of the University of Pennsylvania.
VINCENT TESE has served as a member of the Board of Directors of the
Corporation since 1997. Prior to joining the Corporation, Mr. Tese served as New
York State Superintendent of Banks from 1983-1985, Chairman and Chief Executive
Officer of the Urban Development Corporation from 1985-1994, Director of
Economic Development for New York State from 1987-1994 and Commissioner and Vice
Chairman of the Port Authority of New York and New Jersey from 1991-1995. Mr.
Tese also served as a partner in the law firm of Tese & Tese, a partner in the
Sinclair Group, a commodities trading and investment management company, and a
co-founder of Cross Country Cable TV. Mr. Tese currently serves as Chairman of
Wireless Cable International Inc. and as a member of the Board of Directors of
The Bear Stearns Companies, Inc., Allied Waste Industries, Inc., Bowne &
Company, Inc., Cablevision, Inc., Key Span Energy, and as a Trustee of New York
University School of Law and New York Presbyterian Hospital. Mr. Tese has a B.A.
degree in accounting from Pace University, a J.D. degree from Brooklyn Law
School and an LL.M. degree in taxation from New York University School of Law.
ROBERT F. WEINBERG has served as a member of the Advisory Board of the
Corporation since 1998. Mr. Weinberg served as a member of the Board of
Directors of the Corporation from 1997 until his resignation on December 1,
1998. Prior to joining the Corporation, Mr. Weinberg served as Co-Chairman and
General Partner of The Robert Martin Company since its founding in 1957. Mr.
Weinberg is presently the Chairman of the Outreach Committee on Orderly Growth
in Westchester, a Director of City & Suburban Federal Savings Bank and a
Director of the Westchester County Association. Mr. Weinberg earned a B.S.
degree in Mechanical Engineering from New York University, an M.S. degree in
Building Engineering & Construction from M.I.T. and a J.D. degree from Brooklyn
Law School.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Corporation's officers,
directors and persons who beneficially own more than 10% of the Corporation's
Common Stock to file initial reports of ownership and reports of changes of
ownership (Forms 3, 4 and 5) of the Common Stock with the Securities and
Exchange Commission (the "SEC") and the New York Stock Exchange. Officers,
directors and greater than 10% holders are required by SEC regulations to
furnish the Corporation with copies of such forms that they file.
To the Corporation's knowledge, based solely on the Corporation's
review of the copies of such reports received by the Corporation, the
Corporation believes that for the fiscal year 1998, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.
2. ITEM 11 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
EXECUTIVE COMPENSATION
The Operating Partnership does not have any executive officers. The
following table sets forth certain information concerning the compensation of
the chief executive officer and the five most highly compensated executive
officers of the Corporation other than the chief executive officer
(collectively, the "Named Executive Officers") for each of the Corporation's
last three fiscal years. The Corporation is the sole general partner of the
Operating Partnership.
7
SUMMARY COMPENSATION TABLE
Annual
Compensation(1)
-----------------------------------------
Other Annual
Name and Principal Position Year Salary($) Bonus($) Compensation($)(2)
- --------------------------- ---- --------- -------- ------------------
Thomas A. Rizk................................................................ 1998 1,090,385 440,000 2,179
Chief Executive Officer 1997 473,077 1,950,000 0
1996 300,000 750,000 0
Mitchell E. Hersh............................................................. 1998 1,090,385 440,000 2,179
President and Chief Operating Officer 1997 28,269 0 0
1996 0 0 0
Barry Lefkowitz............................................................... 1998 311,538 205,000 2,179
Executive Vice President and Chief Financial Officer 1997 155,769 1,125,222 0
1996 123,077 60,000 0
Brant Cali.................................................................... 1998 337,500 170,000 2,179
Executive Vice President - Operations, Leasing and Marketing and Assistant 1997 228,846 175,000 0
Secretary 1996 175,000 125,000 0
John R. Cali.................................................................. 1998 337,500 170,000 2,179
Executive Vice President - Development 1997 228,846 175,000 0
1996 175,000 125,000 0
Timothy M. Jones.............................................................. 1998 337,500 170,000 2,179
Executive Vice President and Chief Investment Officer 1997 202,885 1,575,000 0
1996 0 0 0
(TABLE CONTINUED ON FOLLOWING PAGE)
- ----------
(1) The annual compensation portion of this table includes the dollar value
of regular annual payments of base salary, bonus & any other annual
compensation earned by each Named Executive Officer during the stated
fiscal year. Certain base salaries appear slightly higher than the
contractual amounts due to when pay periods accrued during fiscal year
1998.
(2) The $2,179.00 in 1998 represents the value of 10 shares of preferred
stock of Mack-Cali Property Trust issued in January 1998 and $1,179 in
tax gross-up payments relating thereto.
8
LONG-TERM COMPENSATION
-----------------------------------------------
AWARDS PAYOUTS
------------------------------------- ---------
RESTRICTED SECURITIES LTIP
STOCK UNDERLYING PAYOUTS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR AWARD(S)($)(3) OPTIONS/WARRANTS(#) ($)(7) COMPENSATION($)(8)
--------------------------- ---- -------------- ------------------- ------ ------------------
Thomas A. Rizk 1998 0 0 0 0
Chief Executive Officer 1997 3,033,303 339,976(4) 4,437,247 9,103,269
1996 0 125,000(6) 0 0
Mitchell E. Hersh 1998 0 0 0 0
President and Chief Operating Officer 1997 0 339,976(4) 0 0
1996 0 0 0 0
Barry Lefkowitz 1998 0 0 0 0
Executive Vice President 1997 505,596 97,137(4) 739,542 0
and Chief Financial Officer 1996 0 35,000(5) 0 0
Brant Cali 1998 0 0 0 0
Executive Vice President - Operations, 1997 3,033,303 105,295(4) 0 5,681,635
Leasing and Marketing and Assistant 1996 0 125,000(6) 0 0
Secretary
John R. Cali 1998 0 0 0 0
Executive Vice President - Development 1997 3,033,303 105,295(4) 0 5,681,635
1996 0 125,000(6) 0 0
Timothy M. Jones 1998 0 15,000(9) 0 0
Executive Vice President 1997 0 290,295(10) 0 0
and Chief Investment Officer 1996 0 0 0 0
- ----------
(3) On August 31, 1994, in connection with the consummation of the
Corporation's initial public offering, the Corporation entered into
employment agreements with each of Thomas A. Rizk, John R. Cali and
Brant Cali. On January 21, 1997, the Corporation entered into amended
and restated employment agreements with each of Messrs. Rizk, John R.
Cali and Brant Cali, and an employment agreement with Barry Lefkowitz.
Pursuant to each such employment agreement, Messrs. Rizk, John R. Cali,
Brant Cali and Lefkowitz were issued 55,555, 55,555, 55,555 and 9,260
restricted shares of Common Stock, respectively (the "Restricted
Stock"). On the date of any vesting of the Restricted Stock, each of
Messrs. Rizk, John R. Cali, Brant Cali and Lefkowitz were entitled to
receive tax gross-up payments as compensation for the additional income
taxes which would be required to be paid. The employment agreements
provided that the vesting of the Restricted Stock would be accelerated
upon a change in control or, in the case of Mr. Rizk, John R. Cali and
Brant Cali, also upon termination of employment by the Corporation
other than for cause or upon such individual's termination of his
employment for good reason. Upon the closing of the Mack Transaction in
December 1997, certain conditions in the employment agreements of each
of the aforementioned senior executives were triggered, thereby
resulting in, among other things, the acceleration of the vesting of
the Restricted Stock, including the payment of the tax gross-up amounts
relating thereto. The value of accelerated vesting in Restricted Stock
and the tax gross-up payments relating thereto under such employment
agreement for each executive upon consummation of the Mack Transaction,
based on a $39.00 stock price, which price approximated the market
price of the Corporation's Common Stock at the close of business on or
about the date of closing of the Mack Transaction, is reflected in the
table for 1997.
(4) Represents an option to purchase shares of Common Stock at an exercise
price of $38.75 per share.
(5) Represents an option to purchase shares of Common Stock at an exercise
price of $21.50 per share.
(6) Represents an option to purchase shares of Common Stock at an exercise
price of $26.25 per share.
(7) In connection with their respective January 21, 1997 employment
agreements, the Corporation made non-recourse stock acquisition loans
(the "Stock Acquisition Loans") to Mr. Rizk and Mr. Lefkowitz in the
amounts of $3,000,000 and $500,000, respectively, the proceeds of which
were simultaneously used by each of Mr. Rizk and Mr. Lefkowitz to
purchase 96,000 and 16,000 shares of Common Stock, respectively, from
the Corporation, pursuant to the terms of each loan. The Stock
Acquisition Loans (and the interest thereon) were to be forgiven under
certain terms and conditions. On the date of such forgiveness of the
Stock Acquisition Loans, each of Messrs. Rizk and Lefkowitz were
entitled to receive tax gross-up payments as compensation for the
additional income taxes which would be required to be paid. Such
employment agreements provided that the forgiveness of the Stock
Acquisition Loans would be accelerated upon a change in control or, in
the case of Mr. Rizk, also upon termination of his employment by the
Corporation other than for cause or upon his termination of his
employment for good reason. Upon the closing of the Mack
9
Transaction in December 1997, certain conditions in the employment
agreements of each of the aforementioned senior executives were
triggered, thereby resulting in, among other things, the acceleration
of the forgiveness of the Stock Acquisition Loans, including interest
thereon and the payment of the tax gross-up amounts relating thereto.
The value of the accelerated Stock Acquisition Loan forgiveness and the
interest and tax gross-up payments relating thereto determined to be
payable for each executive upon consummation of the Mack Transaction is
reflected in the table for 1997.
(8) Under each of Messrs. Rizk's, Brant Cali's and John R. Cali's January
1997 employment agreements with the Corporation, each executive was
entitled under certain circumstances to resign for good reason and to
receive payment under the employment agreements of certain severance
payments. Furthermore, upon a resignation for good reason, each such
executive could immediately compete directly with the Corporation. In
view of the significant changes in the overall authority, duties and
responsibilities of these individuals resulting from the Mack
Transaction, the Compensation Committee determined and the Board of
Directors of the Corporation concurred that consummation of the Mack
Transaction would have entitled each of these senior executives to
terminate his employment for good reason, receive such payments and
thereafter not be subject to the non-competition provisions of his
employment agreement. However, the Compensation Committee and the Board
of Directors concluded that the continued employment of and lack of
competition by these senior executives is essential to the continued
success of the Corporation's business and in the best interests of the
Corporation and its stockholders. Therefore, the Board of Directors, in
its discretion, authorized the Corporation to enter into new employment
agreements with these senior executives, effective upon the
consummation of the Mack Transaction, pursuant to which, among other
things, the senior executives were paid the amounts referenced in the
table in cancellation of their January 21, 1997 employment agreements
and for the re-affirmation of their agreements not to compete directly
with the Corporation. Each of these senior executives on December 11,
1997 entered into a new employment agreement with the Corporation
pursuant to which each of the senior executives waived any right he may
have had to sever employment and to compete with the Corporation as a
result of the Mack Transaction. For a description of such existing
employment agreements see "Employment Contracts; Termination of
Employment."
(9) Represents an option to purchase shares of Common Stock at an exercise
price of $37.3125.
(10) Represents an option to purchase 15,000 shares of Common Stock at an
exercise price of $30.25, an option to purchase 105,295 shares of
Common Stock at an exercise price of $38.75 and warrants to purchase
170,000 shares of Common Stock at an exercise price of $33.00.
OPTION PLANS
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
GRANT DATE
INDIVIDUAL GRANTS VALUE
--------------------------------------------------------------- ---------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES PRICE GRANT DATE
GRANTED IN FISCAL ($/SH) EXPIRATION PRESENT
NAME (#)(2) 1998 (%) (3) DATE (4) VALUE($)(5)
- ---- ------ -------- --- -------- -----------
Thomas A. Rizk................................ 0 - - - -
Chief Executive Officer
Mitchell E. Hersh............................. 0 - - - -
President and Chief Operating Officer
Barry Lefkowitz............................... 0 - - - -
Executive Vice President and Chief Financial
Officer
Brant Cali.................................... 0 - - - -
Executive Vice President - Operations, Leasing
and Marketing and Assistant Secretary
John R. Cali.................................. 0 - - - -
Executive Vice President - Development
Timothy M. Jones.............................. 15,000 1.4 37.3125 3/17/08 92,100
Executive Vice President and Chief Investment
Officer
- ----------
(1) The Corporation has not, to date, granted any stock appreciation rights
under the Employee Stock Option Plan.
(2) The Corporation has established the Director and Employee Stock Option
Plans for the purpose of attracting and retaining officers, directors
and employees. Options granted under the Director and Employee Stock
Option Plans are exercisable for shares of Common Stock.
(3) The exercise price of all options is equal to the market price of the
underlying Common Stock at the close of business on the date
immediately preceding the date of grant. As of the Record Date, the
closing stock price was $27.6875 per share, as opposed to the exercise
price of $37.3125 per share.
10
(4) Each option granted in 1998 has a ten-year term, vests one-fifth each
year beginning on the first day following the last day of the year in
which options were granted, and becomes 100% vested on the first day
following the fourth anniversary of the last day of the year in which
the options were granted.
(5) The Black-Scholes option pricing model was chosen to estimate the grant
date present value of the options set forth in this table. The
Corporation's use of this model should not be construed as an
endorsement of its accuracy at valuing options. All stock option
valuation models, including the Black-Scholes model, require a
prediction about the future movement of the stock price. All options
referenced in the table were granted on March 17, 1998. The following
assumptions were made for purposes of calculating the Grant Date
Present Value: an option term of six years, volatility of 23.25%, a
dividend yield of 5.36% and an interest rate of 5.55%. The real value
of the options in this table depends upon the actual performance of the
Corporation's Common Stock during the applicable period.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR-END (#) FISCAL YEAR END ($)
---------------------------- -----------------------------
SHARES
ACQUIRED
ON VALUE
NAME EXERCISE REALIZED
(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE ($) UNEXERCISABLE($)
--- --- ----------- ------------- --------------- ----------------
Thomas A. Rizk............ 0 0 135,990 203,986 0 0
Mitchell E. Hersh......... 0 0 135,990 203,986 0 0
Barry Lefkowitz........... 37,666 687,152 38,854 58,283 0 0
Brant Cali................ 0 0 367,118 63,177 3,303,125 0
John R. Cali.............. 72,800 1,653,927 284,318 63,177 2,174,975 0
Timothy M. Jones.......... 15,000 145,325 215,118 75,177 0 0
COMPENSATION OF DIRECTORS
DIRECTORS' FEES. Each director of the Corporation was paid an annual
fee of $10,000, plus $1,000 per board meeting attended, $500 per committee
meeting attended and $250 per telephonic meeting participation. Each director
also was reimbursed for expenses incurred in attending director and committee
meetings. For fiscal 1998, John J. Cali, Thomas A. Rizk, Mitchell E. Hersh,
Martin S. Berger, Brendan T. Byrne, Martin D. Gruss, Jeffrey B. Lane, Earle I.
Mack, William L. Mack, Paul A. Nussbaum, Alan G. Philibosian, Irvin D. Reid,
Vincent Tese and Robert F. Weinberg received directors' fees in the amounts of
$18,250, $18,250, $18,250, $250, $18,750, $17,000, $17,500, $17,250, $18,000,
$16,250, $19,750, $17,250, $18,500 and $18,000, respectively.
DIRECTORS' STOCK OPTION PLAN. Pursuant to the Director Stock Option
Plan, each non-employee director is granted a non-statutory option to purchase
5,000 shares of Common Stock in connection with the director's initial election
or appointment to the Board of Directors. These grants under the Director Stock
Option Plan are made at an exercise price equal to the "fair market value" (as
defined under the Director Stock Option Plan) at the time of the grant of the
shares of Common Stock subject to such option. The Executive Compensation and
Option Committee may make additional discretionary option grants to eligible
directors, consistent with the terms of the Plan. In 1998, no options were
granted to members of the Board of Directors. The Board of Directors may amend,
suspend or discontinue the Director Plan at any time except that certain
specified amendments must be approved (at a meeting held within 12 months before
or after the date of such amendment) by the holders of the majority of issued
and outstanding shares of Common Stock of the Corporation entitled to vote.
EMPLOYMENT CONTRACTS; TERMINATION OF EMPLOYMENT
THOMAS A. RIZK EMPLOYMENT AGREEMENT. On December 11, 1997, Thomas A.
Rizk entered into a new employment agreement with the Corporation (the "Rizk
Agreement") providing for a constant five year term. Mr. Rizk's initial annual
base salary is $1,050,000, with annual increases within the discretion of the
Compensation Committee. Mr. Rizk also is eligible to receive an annual bonus and
options within the discretion of the Board or the Compensation Committee, as the
case may be. Mr. Rizk is required to devote substantially all of his business
time to the affairs of the Corporation and is generally restricted, during the
term of his employment and in the event his employment is terminated by the
Corporation for cause (as defined in the Rizk Agreement) or by him without good
reason (as defined in the Rizk Agreement), for a period of one year thereafter,
from conducting any competing office or office/flex business activity within the
continental United States. Mr. Rizk is entitled to receive his annual base
salary (the "Annual Base Salary Payment") and a pro-rata portion of all other
compensation based upon the average of the last two calendar years (the
"Pro-Rata Portion of Other Compensation") through the end of his
11
unexpired employment period (as defined in the Rizk Agreement) should the
Corporation terminate his employment on account of Disability or in the event of
his death. Mr. Rizk is entitled to the greater of a fixed amount in the sum of
$10,000,000 or the sum total of (a) the Annual Base Salary Payment and (b) the
Pro-Rata Portion of Other Compensation should the Corporation terminate his
employment without cause or should he terminate his employment for good reason.
Should Mr. Rizk terminate his employment on or within six months following a
change in control (as defined in the Rizk Agreement), Mr. Rizk's termination
shall be treated as a termination for good reason. Alternatively, Mr. Rizk may
elect, prior to such change in control, to receive as a retention payment the
rights and benefits he would have received had he terminated his employment at
such time in exchange for remaining in the employ of the successor. In addition,
the vesting of all options and other incentive compensation shall be accelerated
should the Corporation terminate Mr. Rizk's employment other than for cause or
should he terminate his employment for good reason or upon a change in control.
MITCHELL E. HERSH EMPLOYMENT AGREEMENT. On December 11, 1997, in
connection with the Mack Transaction, Mitchell E. Hersh entered into an
employment agreement with the Corporation (the "Hersh Agreement"). Mr. Hersh's
initial annual base salary is $1,050,000. The other terms and conditions of the
Hersh Agreement are generally similar to those of the Rizk Agreement.
BARRY LEFKOWITZ EMPLOYMENT AGREEMENT. On December 11, 1997, the
Corporation and Barry Lefkowitz amended and restated Mr. Lefkowitz's
employment agreement with the Corporation (the "Amended and Restated
Lefkowitz Agreement"). Mr. Lefkowitz's initial annual base salary was
$300,000, with annual increases within the discretion of the Chief Executive
Officer and the President. The terms and conditions of the Amended and
Restated Lefkowitz Agreement are generally similar to those of the Rizk
Agreement, except that the fixed amount Mr. Lefkowitz could receive should
the Corporation terminate his employment without cause or should he terminate
his employment for good reason is $3,000,000.
BRANT CALI EMPLOYMENT AGREEMENT. On December 11, 1997, Brant Cali
entered into a new employment agreement with the Corporation (the "B. Cali
Agreement"). Mr. Cali's initial annual base salary is $325,000. The other terms
and conditions of the B. Cali Agreement are generally similar to those of the
Amended and Restated Lefkowitz Agreement, except that the fixed amount Mr. Cali
could receive should the Corporation terminate his employment without cause or
should he terminate his employment for good reason is $3,200,000.
JOHN R. CALI EMPLOYMENT AGREEMENT. On December 11, 1997, John R. Cali
entered into a new employment agreement with the Corporation (the "J.R. Cali
Agreement"). The terms and conditions of the J.R. Cali Agreement are generally
similar to those of the B. Cali Agreement.
TIMOTHY M. JONES EMPLOYMENT AGREEMENT. On December 11, 1997, the
Corporation and Timothy M. Jones amended and restated Mr. Jones' employment
agreement with the Corporation (the "Amended and Restated Jones Agreement"). The
terms and conditions of the Amended and Restated Jones Agreement are generally
similar to those of the B. Cali Agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no interlocking relationships involving the Corporation's
Board which require disclosure under the executive compensation rules of the
SEC.
12
BOARD EXECUTIVE COMPENSATION AND OPTION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
CORPORATION'S PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE
FILINGS, IN WHOLE OR IN PART, THE FOLLOWING REPORT AND THE PERFORMANCE GRAPH
WHICH FOLLOWS SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY SUCH
FILINGS.
EXECUTIVE COMPENSATION PHILOSOPHY. The Compensation Committee will
annually consider the appropriate combination of cash and option-based
compensation and weigh the competitiveness of the Corporation's overall
compensation arrangements in relation to comparable real estate investment
trusts. From time to time the Compensation Committee may retain compensation and
other management consultants to assist with, among other things, structuring the
Corporation's various compensation programs and determining appropriate levels
of salary, bonus and other compensatory awards payable to the Corporation's
executive officers and key employees, as well as to guide the Corporation in the
development of near-term and long-term individual performance objectives
necessary to achieve long-term profitability.
The Compensation Committee believes that a fundamental goal of the
Corporation's executive compensation program should be to provide incentives to
create value for the Corporation's stockholders.
BASE SALARIES. The base compensation levels for the Corporation's
executive officers in 1998 were set to compensate the executive officers for the
functions they will perform as well as to be consideration for certain
non-competition provisions in the agreements, and were based on the Employment
Agreements entered into in December 1997. The Corporation believes that the base
salaries generally are appropriate as base compensation to compensate the
Corporation's executive officers for the functions they perform and other
considerations. Base salaries will be reviewed annually and may be increased by
the Compensation Committee in accordance with certain criteria determined
primarily on the basis of growth of revenues and funds from operations per share
of Common Stock and on the basis of certain other factors, which include (i)
individual performance, (ii) the functions performed by the executive officer,
and (iii) changes in the compensation peer group in which the Corporation
competes for executive talent. The weight given such factors by the Compensation
Committee may vary from individual to individual.
ANNUAL BONUS COMPENSATION. The Corporation's policy of awarding annual
cash bonuses is designed to specifically relate executive pay to Corporation and
individual performance. As a pay-for-performance program, cash bonuses provide
financial rewards for the achievement of substantive Corporation and personal
objectives. Actual awards paid are based primarily on actual Corporation
performance. During 1998, discretionary incentive and merit cash bonuses in
recognition of services performed during fiscal 1998 were awarded as follows:
$440,000 to Thomas A. Rizk, $440,000 to Mitchell E. Hersh, $170,000 to Brant
Cali, $170,000 to John R. Cali, $170,000 to Timothy M. Jones, $205,000 to Barry
Lefkowitz and $185,000 to Roger W. Thomas.
EMPLOYEE STOCK OPTION PLAN. Awards are granted under the Employee Stock
Option Plan based on a number of factors, including (i) the executive officer's
or key employee's position in the Corporation, (ii) his or her performance and
responsibilities, (iii) the extent to which he or she already holds an equity
stake in the Corporation, (iv) equity participation levels of comparable
executives and key employees at other companies in the compensation peer group
and (v) individual contribution to the success of the Corporation's financial
performance. However, the Employee Stock Option Plan does not provide any
formulated method for weighing these factors, and a decision to grant an award
is based primarily upon the Compensation Committee's evaluation of the past as
well as the future anticipated performance and responsibilities of the
individual in question. During 1998, 15,000 options were granted to Timothy M.
Jones. No other options were granted to executive officers of the Corporation.
The Corporation's Employee Stock Option Plan relates closely to
traditional forms of equity-oriented compensation in the commercial real estate
industry. The purpose of the option grants is to aid the Corporation in
attracting and retaining quality employees, all advancing the interest of the
Corporation's stockholders by offering employees an incentive to maximize their
efforts to promote the Corporation's economic performance. In addition, to
assist the Corporation in retaining employees and encouraging them to seek
long-term appreciation in the value of the Corporation's stock, options
generally are not exercisable immediately upon grant, but instead vest over a
period of years. Accordingly, an employee must remain with the Corporation for a
period of years to enjoy the full economic benefit of an option.
401(K) SAVINGS PLAN. The Corporation also maintains a tax-qualified
401(k) savings plan for its eligible employees known as the "Mack-Cali Realty
Corporation 401(k) Savings and Retirement Plan" ("401(k) Plan"). Employees who
have attained age 21 and completed one year of service with the Corporation are
eligible to participate and may elect to defer up to 15% of their base pay on a
pre-tax basis to the 401(k) Plan. The Corporation may make discretionary
matching contributions to the 401(k) Plan on behalf of eligible participants in
any plan year. Participants are always 100% vested in their pre-tax
contributions and will become vested in any matching contributions made on their
behalf after two years of service with the Corporation at a rate of 20% per year
becoming 100% vested after a total of six years of service with the Corporation.
The assets of the 401(k) Plan are held in trust and a separate account is
established for each participant. A
13
participant may receive a distribution of his vested account balance in the
401(k) Plan in a single sum or installment payment or in the form of an annuity
upon his termination of service with the Corporation.
CHIEF EXECUTIVE OFFICER COMPENSATION. Thomas A. Rizk, the Chief
Executive Officer of the Corporation, received a base salary during 1998 of
$1,090,385 pursuant to the employment agreement entered into with him in
December 1997. Mr. Rizk also received fees in the amount of $18,250 for his
service as a Director of the Corporation. In 1998, Mr. Rizk also was paid a cash
bonus of $440,000 in recognition of services performed during fiscal 1998. The
Compensation Committee recognizes Mr. Rizk's contributions to the Corporation's
operations and attempts to ensure that the Chief Executive Officer's
compensation is commensurate with the compensation of chief executive officers
of comparable corporations. The Board of Directors deemed such bonus and Mr.
Rizk's total compensation appropriate in light of Mr. Rizk's substantial
contribution to the Corporation's growth and success in 1998.
PRESIDENT AND CHIEF OPERATING OFFICER COMPENSATION. Mitchell E. Hersh,
the President and Chief Operating Officer of the Corporation, received a base
salary during 1998 of $1,090,385 pursuant to the employment agreement entered
into with him in December 1997. Mr. Hersh also received fees in the amount of
$18,250 for his service as a Director of the Corporation. In 1998, Mr. Hersh
also was paid a cash bonus of $440,000 in recognition of services performed
during fiscal 1998. The Compensation Committee recognizes Mr. Hersh's
contributions to the Corporation's operations and attempts to ensure that the
President and Chief Operating Officer's compensation is commensurate with the
compensation of presidents and chief operating officers of comparable
corporations. The Board of Directors deemed Mr. Hersh's total compensation
appropriate in light of Mr. Hersh's substantial contribution to the
Corporation's growth and success in 1998.
EXECUTIVE COMPENSATION AND OPTION
COMMITTEE OF THE BOARD OF DIRECTORS
JEFFREY B. LANE
ALAN G. PHILIBOSIAN
VINCENT TESE
PERFORMANCE GRAPH
Trading of the Corporation's Common Stock commenced on August 25, 1994,
on a when issued basis. The following graph compares total stockholder returns
from August 31, 1994 through December 31, 1998 to the Standard & Poor's 500
Stock Index ("S&P 500") and to the National Association of Real Estate
Investment Trusts, Inc.'s Equity REIT (excluding Health Care REITs) Total Return
Index ("NAREIT"). The graph assumes that the value of the investment in the
Corporation's Common Stock and in the S&P 500 and NAREIT indices was $100 at
August 31, 1994 and that all dividends were reinvested. The Common Stock's price
on August 31, 1994 (on which the graph is based) and the initial public offering
price of the Common Stock was $17.25.
The stockholder return shown on the following graph is not necessarily
indicative of future performance. The Corporation does not believe that the
graph is particularly meaningful in that it covers a short period of time.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG MACK-CALI REALTY CORPORATION,
THE S&P 500 INDEX AND THE NAREIT EQUITY REIT INDEX
EDGAR REPRESENTATION OF DATA POINTS
USED IN PRINTED GRAPHIC
MACK-CALI REALTY CORPORATION S&P NAREIT
8/31/94 100.00 100.00 100.00
12/31/94 93.55 97.57 98.30
12/31/95 140.07 127.01 113.31
12/31/96 212.62 164.91 153.05
12/31/97 298.60 219.95 184.05
12/31/98 238.40 282.71 151.83
14
3. ITEM 12 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
VOTING SECURITIES AND PRINCIPAL HOLDERS
As of March 15, 1999, the Corporation owned a 79.2% general partnership
interest in the Operating Partnership, assuming conversion of all preferred
limited partnership units of the Operating Partnership into Units. Without
giving effect to the preferred limited partnership units, the Corporation would
own an 87.0% general partnership interest in the Operating Partnership as of
such date.
The following table sets forth information as of March 15, 1999 with
respect to each person or group who is known by the Corporation, in reliance on
Schedules 13D and 13G filed with the SEC, to own beneficially more than 5% of
the Corporation's outstanding shares of Common Stock. Except as otherwise noted
below, all shares of Common Stock are owned beneficially by the individual or
group listed with sole voting and/or investment power.
AMOUNT AND NATURE
NAME OF OF BENEFICIAL PERCENT OF SHARES
BENEFICIAL OWNER OWNERSHIP OUTSTANDING (%)(1)
- ---------------- --------- ------------------
The Mack Group (2)............................................................ 10,278,498 15.22
Cohen & Steers Capital Management, Inc.(3).................................... 8,302,500 14.52
FMR Corp.(4). ................................................................ 4,392,950 7.68
The Cali Group(5)............................................................. 3,372,859 5.60
The Prudential Insurance Company of America (6) .............................. 2,937,295 5.14
LaSalle Advisors Capital Management, Inc. and ABKB/LaSalle
Securities Limited Partnership (7) ........................................ 2,919,700 5.10
- ----------
(1) The total number of shares outstanding used in calculating this
percentage does not include 17,577,823 shares reserved for issuance
upon redemption or conversion of outstanding units of limited
partnership interest in the Operating Partnership through which the
Corporation conducts its real estate activities, 2,000,000 shares
reserved for issuance upon exercise of outstanding Unit Warrants or
5,549,061 shares reserved for issuance upon the exercise of stock
options or warrants granted or reserved for possible grant to certain
employees and directors of the Corporation, except in all cases where
such units, warrants or options are owned by the reporting person or
group. Of the 17,577,823 shares reserved for issuance upon redemption
of outstanding limited partnership units, 8,174,697 shares, or 10.0% of
the total number of shares outstanding or reserved for issuance, are
reserved for issuance upon redemption or conversion of outstanding
limited partnership units that are owned by executive officers,
directors, their immediate family members and related trusts. Of the
2,000,000 shares reserved for issuance upon the exercise of Unit
Warrants, 1,098,440 shares, or 1.4% of the total number of shares
outstanding or reserved for issuance, are reserved for issuance upon
the exercise of Unit Warrants that are owned by executive officers,
directors, their immediate family members and related trusts. Of the
5,549,061 shares reserved for issuance upon the exercise of vested
stock options or warrants, 1,368,869 shares, or 1.7% of the total
number of shares outstanding or reserved for issuance, are reserved for
the exercise of vested stock options or warrants held by executive
officers and directors. This information is as of March 15, 1999.
(2) Address: 11 Commerce Drive, Cranford, New Jersey 07016. The Mack Group
(not a legal entity) is composed of certain directors and executive
officers of the Corporation and their immediate families and related
trusts and other persons. Share information is furnished in reliance on
the Schedule 13G dated February 16, 1999 of The Mack Group filed with
the SEC, which represents holdings as of December 31, 1998. This number
represents shares for which The Mack Group has shared dispositive and
voting power, and includes 9,445,860 Units and converted preferred
limited partnership units redeemable for shares of Common Stock,
676,648 vested Unit Warrants redeemable for shares of Common Stock and
155,990 vested options and warrants to purchase shares of Common Stock.
(3) Address: 757 Third Avenue, New York, New York 10017. Based upon
information provided to the Corporation by Cohen & Steers Capital
Management, Inc. ("Cohen & Steers"), the Corporation believes that such
shares are held for investment advisory clients and that Cohen & Steers
disclaims beneficial ownership of those shares. Share information is
furnished in reliance on the Schedule 13G dated February 8, 1999 of
Cohen & Steers filed with the SEC, which represents holdings as of
December 31, 1998. This number represents shares for which Cohen &
Steers has sole dispositive power, and includes 7,217,300 shares for
which Cohen & Steers has sole voting power.
(4) Address: 82 Devonshire Street, Boston, Massachusetts, 02109. FMR Corp.
manages certain mutual funds and is an affiliate of the Fidelity family
of mutual funds, certain of which mutual funds the Corporation believes
collectively own more than 5% of the Corporation's outstanding Common
Stock. FMR Corp. takes the position, however, that since the mutual
funds have only an investment manager in common, they do not constitute
a "group" under the applicable rules of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and accordingly, FMR Corp. is
not required to file a Schedule 13G or Schedule 13D with respect to the
Corporation's Common Stock. As such, the Corporation is unable to
disclose the aggregate number of shares collectively owned by mutual
funds managed by FMR Corp. and the corresponding percent of ownership
of shares outstanding. Fidelity Management &
15
Research Corporation, a wholly-owned subsidiary of FMR Corp. and an
investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 3,304,150 shares or
5.78% of the Corporation's outstanding common stock as a result of
acting as investment adviser to various investment companies registered
under Section 8 of the Investment Corporation Act of 1940. Fidelity
Management Trust Corporation, a wholly-owned subsidiary of FMR Corp.
and a bank as defined in Section 3(a)(6) of the Exchange Act, is the
beneficial owner of 1,088,800 shares or 1.90% of the Corporation's
outstanding Common Stock as a result of its serving as an investment
manager of the institutional account. Share information is furnished in
reliance on the Schedule 13G dated February 1, 1999 of FMR Corp. filed
with the SEC, which represents holdings as of December 31, 1998.
Members of the Edward C. Johnson 3d family and trusts for their benefit
are the predominant owners of Class B shares of common stock of FMR
Corp., representing approximately 49% of the voting power of FMR Corp.
Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR Corp. Mr. Johnson 3d is
Chairman of FMR Corp. and Abigail Johnson is Director of FMR Corp. The
Johnson family group and all other Class B shareholders have entered
into a shareholders' voting agreement under which all Class B shares
will be voted in accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common stock and the
execution of the shareholders' voting agreement, members of the Johnson
family may be deemed, under the Investment Corporation Act of 1940, to
form a controlling group with respect to FMR Corp. Share information is
furnished in reliance on the Schedule 13G dated February 1, 1999 of FMR
Corp. filed with the SEC, which represents holdings as of December 31,
1998.
(5) Address: 11 Commerce Drive, Cranford, New Jersey 07016. The Cali Group
(not a legal entity) is composed of certain directors and executive
officers of the Corporation and their immediate families and related
trusts and other persons. Share information is furnished in reliance on
the Schedule 13G dated February 16, 1999 of The Cali Group filed with
the SEC, which represents holdings as of December 31, 1998. This number
represents shares for which The Cali Group has shared dispositive and
voting power, and includes 1,956,396 limited partnership units
redeemable for shares of Common Stock and 1,046,351 vested options to
purchase shares of Common Stock.
(6) Address: 751 Broad Street, Newark, New Jersey 07102-3777. The
Prudential Insurance Company of America ("Prudential") (i) holds
300,091 shares of the Corporation's common stock for the benefit of its
general account and (ii) may have direct or indirect voting and/or
investment discretion over 2,637,204 shares which are held for its own
benefit or for the benefit of its clients by its separate accounts,
externally managed accounts, registered investment companies,
subsidiaries and/or other affiliates. Prudential indicated that it
reported the combined holdings of these entities for the purpose of
administrative convenience. Share information is furnished in reliance
on the Schedule 13G of Prudential dated February 1, 1999 filed with the
SEC, which represents holdings as of December 31, 1998.
(7) Address: 200 East Randolph Drive, Chicago, IL 60601. LaSalle Advisors
Capital Management, Inc. ("LaSalle") and ABKB/LaSalle Securities
Limited Partnership ("ABKB"), as members of a group, filed with the
SEC, which represents holdings as of December 31, 1998. ABKB is a
Maryland limited partnership, the limited partner of which is LaSalle
and the general partner of which is ABKB/LaSalle Securities, Inc., a
Maryland corporation, the sole stockholder of which is LaSalle. Each of
LaSalle and ABKB are investment advisers registered under Section 203
of the Investment Advisers Act of 1940 and have different advisory
clients. LaSalle beneficially owns 865,500 shares, 394,500 shares for
which it has sole voting and dispositive power, 51,000 shares for which
it has shared voting power and 471,000 shares for which it has shared
dispositive power. ABKB beneficially owns 2,054,200 shares, 459,300
shares for which it has sole voting and dispositive power, 1,466,605
for which it has shared voting power and 1,639,900 shares for which it
has shared dispositive power. Share information is furnished in
reliance on the Schedule 13G dated February 12, 1999 of LaSalle and
ABKB filed with the SEC.
16
4. ITEM 13 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors and executive officers of the Corporation (or members
of their immediate families or related trusts) and persons who hold more than 5%
of the outstanding shares of Common Stock (or limited partnership units of the
Operating Partnership) had direct or indirect interests in certain transactions
of the Corporation or the Operating Partnership in the last fiscal year as
follows:
o In connection with the completion of the Mack Transaction, 2,006,432
contingent Units, 11,895 Series A contingent preferred limited
partnership units and 7,799 Series B contingent preferred limited
partnership units were issued as contingent non-participating units.
Such contingent units have no voting, distribution or other rights
until such time as they are redeemed into Units, Series A preferred
limited partnership units and Series B preferred limited partnership
units, respectively. Redemption of such contingent units shall occur
upon the achievement of certain performance goals relating to certain
of the properties acquired by the Corporation in connection with the
Mack Transaction (collectively, the "Mack Properties"), specifically
the achievement of certain leasing activity. When contingent units are
redeemed for Units and preferred limited partnership units, an
adjustment to the purchase price of certain of the Mack Properties is
recorded, based on the value of the units issued. Since certain of the
performance goals were achieved during 1998, the Corporation redeemed
1,731,386 contingent Units and 19,694 contingent preferred limited
partnership units and issued an equivalent number of Units and
preferred limited partnership units. There were no contingent preferred
limited partnership units outstanding and 275,046 contingent Units
outstanding as of December 31, 1998. In addition, in connection with
the Mack Transaction, the Corporation contractually agreed for a
specified period of time not to sell or otherwise transfer the
properties acquired thereby in a manner that would adversely affect the
tax deferral of certain principals of the Mack organization, subject to
certain exceptions set forth in the relevant acquisition agreements.
o In March 1998, the Corporation acquired ten office properties (the
"Pacifica I Acquisition") located in suburban Denver and Colorado
Springs, Colorado from Pacifica Holding Corporation ("Pacifica"), a
private real estate owner and operator in Denver, Colorado, for a cost
of approximately $74,966,000. Such funds were made available from
drawing on one of the Corporation's credit facilities and the issuance
of Units. The Pacifica I Acquisition comprises an aggregate of 620,017
square feet of Pacifica's entire 1.2 million square-foot office
portfolio, which consists of 18 office buildings and related
operations. In June 1998, the Corporation acquired six of the remaining
office buildings and vacant land located in the Denver Tech Center, as
part of the second phase of the Pacifica acquisition (the "Pacifica II
Acquisition"). The Pacifica II Acquisition is comprised of an aggregate
of approximately 514,427 square feet, as well as 2.5 acres of
developable land, and was acquired for a total cost of approximately
$87,916,000. Such funds also were made available from drawing on one of
the Corporation's credit facilities and the issuance of Units. In March
1999, the Corporation acquired the remaining two office buildings from
Pacifica as part of the third phase of the Pacifica acquisition (the
"Pacifica III Acquisition"). The Pacifica III Acquisition is comprised
of an aggregate of approximately 94,737 square feet and was acquired
for a total cost of approximately $7.8 million. Such funds were made
available from drawing on one of the Corporation's credit facilities.
William L. Mack, a director and equity holder of the Corporation, was
an indirect owner of an interest in certain of the buildings contained
in the Pacifica portfolio, through his position as a managing partner
of Apollo Real Estate Investment Fund II, L.P. ("Apollo"), one of the
sellers in the Pacifica transaction. 478,783 Units were issued and
approximately $13,126,798 in cash was paid in the aggregate to Apollo
in the Pacifica I, II and III Acquisitions, approximately $5,094,957 of
which cash was paid upon the achievement of certain performance goals
relating to certain of the properties acquired from Pacifica,
specifically the achievement of certain leasing activity.
o On December 31, 1998, the Corporation issued 132,710 shares of Common
Stock at a price of $29.6882 per share to Apollo for an aggregate
purchase price of approximately $3,939,915 pursuant to a Stock Purchase
Agreement dated as of December 31, 1998, by and between the Corporation
and Apollo. In order to purchase such shares of Common Stock, Apollo
utilized funds acquired from the Corporation from a deferred contingent
obligation (which contingency was satisfied) arising out of the
Corporation's acquisition of the Pacifica portfolio in March and June
of 1998, as described above. William L. Mack, a director and equity
holder of the Corporation, is a managing partner of Apollo.
o On September 15, 1998, the Corporation acquired 7 Skyline Drive, a
109,000 square-foot office building, located in Hawthorne, Westchester
County, New York. The Corporation acquired such property through the
exercise of purchase options obtained in connection with the
Corporation's acquisition of 65 properties from the Robert Martin
Company, L.L.C. and affiliates in January 1997 (the "RM Transaction").
The acquisition of the property, with a total cost of approximately
$13,379,000, was funded from the Corporation's cash reserves. In
addition, in December 1998, the Corporation acquired 12 Skyline Drive,
a 2.68 acre tract of developable land located in Hawthorne, Westchester
County, New York from the Robert Martin - Eastview North Corporation,
L.P. The Corporation acquired the property for a total cost of
approximately $1,540,000, which was funded primarily from the
Corporation's cash reserves. Robert Weinberg, a former director of the
Corporation, and Martin Berger, a current director of the Corporation,
are the principals and majority owners of Robert Martin-Eastview North
Corporation, L.P. and Robert Martin Company, L.L.C.
17
o On July 20, 1998, in connection with the contractual expansion of 5551
West Talavi Boulevard, initially a 130,000 square-foot office building,
located in Glendale, Maricopa County, Arizona, one of the properties
the Corporation acquired in connection with the Mack Transaction, the
Corporation issued 52,245 Units, valued at approximately $1,632,000. Of
the 52,245 Units, 14,201 Units were issued to William L. Mack, 5,736
Units were issued to trusts of which Mr. Mack's wife is a trustee and
1,652 Units were issued to Mitchell E. Hersh.
18
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, thereunto duly authorized.
MACK-CALI REALTY, L.P
-----------------------------------
(Registrant)
By: Mack-Cali Realty Corporation, its
General Partner
Date: March 31, 1999 /s/ BARRY LEFKOWITZ
-----------------------------------
Barry Lefkowitz
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Date: March 31, 1998 /s/ JOHN J. CALI
-----------------------------------
John J. Cali
Chairman of the Board
Date: March 31, 1999 /s/ THOMAS A. RIZK
-----------------------------------
Thomas A. Rizk
Chief Executive Officer and Director
Date: March 31, 1999 /s/ MITCHELL E. HERSH
-----------------------------------
Mitchell E. Hersh
President, Chief Operating Officer
and Director
Date: March 31, 1999 /s/ BARRY LEFKOWITZ
-----------------------------------
Barry Lefkowitz
Executive Vice President
and Chief Financial Officer
Date: March 31, 1999 /s/ MARTIN S. BERGER
-----------------------------------
Martin S. Berger
Director
Date: March 31, 1999 /s/ BRENDAN T. BYRNE
-----------------------------------
Brendan T. Byrne, Esq.
Director
Date: March 31, 1999 /s/ MARTIN D. GRUSS
-----------------------------------
Martin D. Gruss
Director
Date: March 31, 1999 /s/ JEFFREY B. LANE
-----------------------------------
Jeffrey B. Lane
Director
Date: March 31, 1999 /s/ EARLE I. MACK
-----------------------------------
Earle I. Mack
Director
Date: March 31, 1999 /s/ WILLIAM L. MACK
-----------------------------------
William L. Mack
Director
19
Date: March 31, 1999 /s/ PAUL A. NUSSBAUM
-----------------------------------
Paul A. Nussbaum
Director
Date: March 31, 1999 /s/ ALAN G. PHILIBOSIAN
-----------------------------------
Alan G. Philibosian
Director
Date: March 31, 1999 /s/ DR. IRVIN D. REID
-----------------------------------
Dr. Irvin D. Reid
Director
Date: March 31, 1999 /s/ VINCENT TESE
-----------------------------------
Vincent Tese
Director
20