As filed with the Securities and Exchange Commission on June 16, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
CARRAMERICA REALTY, L.P.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-1976308
- - ------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1700 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
----------------------------------------
(Address of Principal Executive Offices)
(202) 624-7500
----------------------------------------------------
(Registrant's telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- - --------------------- ------------------------------
Not applicable Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Units of Partnership Interest
-----------------------------
(Title of Class)
================================================================================
<PAGE>
Table of Contents
Page No.
Item 1. Business......................................................... 4
Item 2. Financial Information............................................ 7
Item 3. Properties.......................................................10
Item 4. Security Ownership of Certain Beneficial Owners and Management...17
Item 5. Directors and Executive Officers.................................18
Item 6. Executive Compensation...........................................18
Item 7. Certain Relationships and Related Transactions...................19
Item 8. Legal Proceedings................................................19
Item 9. Market Price of and Distributions on the Registrant's Common
Equity and Related Security Holder Matters.......................19
Item 10. Recent Sales of Unregistered Securities..........................19
Item 11. Description of Registrant's Securities to be Registered..........20
Item 12. Indemnification of Directors and Officers........................25
Item 13. Financial Statements and Supplementary Data......................26
Item 14. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.........................................26
Item 15. Financial Statements and Exhibits................................27
<PAGE>
Item 1. Business
GENERAL
CarrAmerica Realty, L.P., a Delaware limited partnership (the
"Partnership"), was organized in March 1996 and its activities as of May 31,
1997 included the acquisition, development, ownership and operation of office
properties primarily in select suburban growth markets across the United States.
The Partnership's portfolio, as of May 31, 1997, consisted of (i) 39 operating
properties containing approximately 3.4 million square feet of office space
located in Austin, Texas, Southeast Denver, suburban Dallas, suburban Salt Lake
City, suburban Chicago and Southern California (the "Properties"), (ii) two
properties under construction that will contain approximately 317,000 square
feet of office space, and (iii) land and options to acquire land that will
support the development of up to .9 million square feet of office space. The
Properties owned as of March 31, 1997 were 90.1% leased as of that date. Each of
the Properties is wholly owned by the Partnership.
The Partnership is managed indirectly by CarrAmerica Realty Corporation,
a Maryland corporation ("CarrAmerica"). CarrAmerica indirectly serves as the
sole general partner of the Partnership and indirectly owned approximately 85.3%
of the units of partnership interest ("Units") in the Partnership as of May 31,
1997. CarrAmerica is a real estate investment trust (a "REIT") for federal
income tax purposes and its shares of common stock, $.01 par value per share
("Common Stock"), are listed on the New York Stock Exchange under the symbol
"CRE."
CarrAmerica and its predecessor, The Oliver Carr Company, have been in
the real estate business in the Washington, D.C. metropolitan area for more than
35 years. In late 1995, in connection with the formation of a strategic alliance
with Security Capital U.S. Realty, a European real estate operating company
(together with its wholly-owned subsidiary, "SC-USREALTY"), CarrAmerica shifted
its focus from downtown Washington, D.C. to a national business strategy. As of
June 4, 1997, SC-USREALTY owned approximately 42.6% of the outstanding Common
Stock of CarrAmerica (38.0% on a fully diluted basis).
CarrAmerica is engaged in acquiring, developing, owning and operating
office properties primarily in select suburban growth markets located across the
United States. As of May 31, 1997, CarrAmerica owned interests in 198 operating
properties containing approximately 15.7 million square feet of office space
located in 13 markets, six properties under construction that will contain
approximately 940,000 square feet of office space, and land and options to
acquire land that will support the development of up to 4.5 million square feet
of office space. CarrAmerica owns these interests (i) directly, (ii) indirectly
through wholly owned subsidiaries, (iii) through the Partnership, and (iv)
through Carr Realty, L.P., another Delaware limited partnership in which
CarrAmerica is the sole general partner and owned, as of May 31, 1997,
approximately 75% of the interests therein. CarrAmerica also owns substantially
all of the economic interest in various other subsidiaries that conduct
management, leasing and development operations.
Generally, CarrAmerica currently acquires office properties located in
its Austin, Texas, Southeast Denver, suburban Dallas and suburban Salt Lake
City, target markets through the Partnership. In addition, CarrAmerica currently
utilizes the Partnership as the acquisition vehicle in transactions where some
or all of the sellers desire to receive consideration in the form of partnership
interests rather than cash. As of May 31, 1997, such transactions have been
effected in the Southeast Denver, Austin, Texas, suburban Salt Lake City,
suburban Chicago and Southern California markets. CarrAmerica currently expects
that future acquisitions will be effected through the Partnership in the
circumstances described above, although there can be no assurance that
CarrAmerica will elect to acquire any additional office properties through the
Partnership, or that CarrAmerica will not acquire office properties through the
Partnership under different circumstances. All such decisions will be made by
CarrAmerica, either directly or indirectly.
<PAGE>
The Partnership is capitalized through the issuance of Units.
CarrAmerica, through its wholly owned subsidiary, CarrAmerica Realty GP
Holdings, Inc., a Delaware corporation ("GP Holdings"), serves as the sole
general partner of the Partnership and owned a 1.0% general partner interest (in
the form of Units) in the Partnership as of May 31, 1997. In addition,
CarrAmerica, through its wholly owned subsidiary, CarrAmerica Realty LP
Holdings, Inc., a Delaware corporation ("LP Holdings"), owned an approximate
84.3% limited partnership interest (in the form of Units) in the Partnership as
of May 31, 1997. The remaining Units are owned by persons who received such
Units in connection with the contribution to the Partnership of interests in
certain Properties. The Partnership has approximately 65 employees, including
approximately 50 on-site employees.
Business Strategy
CarrAmerica's primary business objective is to achieve long-term
sustainable per share cash flow growth through a strategy of (i) acquiring,
developing, owning and operating office properties primarily in suburban markets
throughout the United States that exhibit strong, long-term growth
characteristics and (ii) developing a national operating system that satisfies
and capitalizes on the financial and operational demands of corporate office
space users. CarrAmerica seeks to acquire properties characterized by highly
functional physical environments, strategic suburban locations in close
proximity to key transportation arteries, residential areas and other amenities,
and low initial and long-term costs of occupancy.
CarrAmerica has focused its acquisition activity in the Pacific,
Mountain, Central and Southeast regions of the United States, regions which
generally possess strong growth characteristics. Within these regions,
CarrAmerica is targeting specific submarkets in which operating costs for
businesses are relatively low, long-term population and job growth generally are
expected to exceed the national average, large, well-educated employment pools
exist, and barriers to entry exist for new supplies of office space. CarrAmerica
has established a local presence in each of its existing target markets through
its investment activity and through the relationships established by its
experienced market officers. CarrAmerica's target markets include the following:
Northern California; metropolitan Washington, D.C.; suburban Atlanta; Southern
California; Southeast Denver; Austin, Texas; suburban Chicago; suburban Seattle;
suburban Phoenix; suburban Dallas; suburban Portland, Oregon; suburban Salt Lake
City, and Florida.
CarrAmerica has established a set of general guidelines and physical
characteristics to evaluate the acquisition opportunities available in each
identified target market. These guidelines include (i) the purchase price of an
office property typically should be at a discount to the replacement cost of a
comparable office property, (ii) rents of existing customers with leases
expiring in the near-term typically should be at or below the current market
rents for the given target market, and (iii) an office property generally should
be low-rise, with flexible floor plates that are conducive to accommodating a
variety of office space user needs. In addition, CarrAmerica looks for office
properties that have ample parking and that are conveniently located near
amenities and major transportation arteries.
RECENT DEVELOPMENTS
Recent Acquisitions
Sorenson Research Park. On April 15, 1997, the Partnership acquired five
buildings, known as Sorenson Research Park, containing a total of approximately
285,000 square feet of office space, located in suburban Salt Lake City. The
aggregate purchase price of Sorenson Research Park was approximately $29.5
million, and was paid through a combination of the issuance of Units (with a
value of approximately $13.0 million), and the assumption of approximately $4.5
million in debt consisting of two loans which bear interest at annual rates of
8.88% and 7.75% and mature in May
<PAGE>
2017 and July 2011, respectively, and the payment of approximately $12.0 million
in cash. As of May 31, 1997, the five properties comprising Sorenson Research
Park were 100% leased.
Toll Hill East and West. On April 16, 1997, the Partnership acquired two
buildings, known as Toll Hill East and West, containing a total of approximately
238,000 square feet of office space, located in the LBJ/North Dallas sub-market
in Dallas, Texas. The aggregate purchase price of Toll Hill East and West was
approximately $21.7 million. As of May 31, 1997, the two buildings were
approximately 90.8% leased.
Pending Acquisitions
Draper Park North. The Partnership has entered into an agreement to
acquire three buildings, known as Draper Park North, containing approximately
182,000 square feet of office space, located in the Draper submarket of suburban
Salt Lake City. The aggregate purchase price is approximately $19.3 million,
which will be paid through the assumption of approximately $13.0 million in debt
and the payment of approximately $6.3 million in cash. As of May 31, 1997, the
three buildings were 100% leased to seven tenants. The closing of this
acquisition is subject to the Partnership's due diligence and certain other
closing conditions, and there can be no assurance that this acquisition will be
consummated. The closing of the acquisition currently is scheduled for June
1997.
Panorama Corporate Center. CarrAmerica intends to contribute its
holdings in Panorama Corporate Center, located in Denver's Southeast I-25
Corridor submarket, to the Partnership in exchange for Units with an aggregate
value of approximately $23.0 million. Such holdings include a 101,000 square
foot operating property, a 101,000 square foot building currently under
construction and options to acquire land which will support the development of
over 700,000 square feet of office space. The Partnership currently intends to
exercise one of the options to purchase land known as Panorama Corporate Center
III, which land will support the development of up to approximately 137,000
rentable square feet of office space. The aggregate purchase price of the
Panorama Corporate Center III option is approximately $2.6 million. Panorama
Corporate Center has been designed as a technologically advanced development,
enabling the Partnership to deliver state-of-the-art technological benefits, and
to accommodate the expansion needs of its customers in the same development.
CarrAmerica's contribution of the Panorama Corporate Center is subject to the
Partnership's due diligence and certain other closing conditions. There can be
no assurance that this transaction will be consummated, or that other options
that may be acquired will be exercised. The closing of CarrAmerica's
contribution, as well as the exercise of the Panorama Corporate Center III
option, currently are scheduled for June 1997.
<PAGE>
Item 2. Financial Information
The following table sets forth selected financial and operating
information for the Partnership as of December 31, 1996 and for the period from
March 6, 1996 (date of inception) to December 31, 1996 and for the three months
ended March 31, 1997. The operating data, balance sheet data and certain other
data for the three months ended March 31, 1997 have been derived from the
unaudited financial statements of the Partnership. In the opinion of GP
Holdings, as general partner of the Partnership, the operating and balance sheet
data for the three months ended March 31, 1997 include all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the information set forth therein.
The following selected financial and operating information should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this Form 10 and the
financial statements and notes thereto included in this Form 10.
<TABLE>
<CAPTION>
Three March 6, 1996
Months Ended (date of inception)
March 31, 1997 through
(unaudited) December 31, 1996
-------------- -------------------
(amounts in thousands except Other Data)
<S> <C> <C>
Operating Data:
Real estate operating revenue $ 9,479 $ 13,376
Real estate operating expenses:
Property operating expenses 4,272 6,546
Interest expense 831 1,475
General and administrative expenses 437 680
Depreciation and amortization 2,190 3,148
Real estate operating income 1,749 1,527
Net income 1,757 1,556
Cash distributions paid to Unit holders 157 2,050
Balance Sheet Data (at period end):
Real estate, before accumulated depreciation $ 313,136 $ 238,073
Total assets 315,843 241,217
Mortgages and notes payable 86,208 51,744
Total Unit holders' (partners') capital 212,201 180,933
Other Data (at period end):
Units outstanding 8,536,824 7,520,401
Number of properties 32 25
Square footage 2,912,000 2,295,000
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and
results of operations should be read in conjunction with the selected financial
and operating information and the Financial Statements and Notes thereto
included in this Form 10.
Results of Operations
The Partnership was formed on March 6, 1996 and purchased its first
properties later that month. During the remainder of 1996, the Partnership
acquired operating office properties, land and options to acquire land in four
markets across the United States. During the first quarter of 1997, the
Partnership continued buying properties and expanded into a fifth market. The
following discussion focuses on the results of the Partnership's operations from
March 6, 1996 (date of inception) to March 31, 1997. However, since the
Partnership does not have a full quarter of operations for 1996 which to compare
to first quarter 1997 results, the discussion below compares the Partnership's
position at and results of operations as of, March 31, 1997 as compared to those
of December 31, 1996.
Balance Sheet. During 1996, the Partnership acquired 25 operating
properties containing 2.3 million square feet of office space, one property in
the construction phase and land which will support the future development of
approximately 1.0 million rentable square feet of office space. During the first
quarter of 1997, the Partnership acquired seven properties containing
approximately 615,000 square feet and placed an additional project into
development which will support approximately 128,000 rentable square feet of
office space. As a result of the acquisitions and development activity in the
first quarter of 1997, real estate assets prior to accumulated depreciation
increased $47.4 million, or 28.0%, to $216.3 million as of March 31, 1997 as
compared to $169.0 million as of December 31, 1996. This increase was due to the
acquisition of seven Properties located in suburban Dallas, Texas and suburban
Chicago. Land held for development and construction in progress increased $8.5
million, or 66.6%, to $21.2 million as of March 31, 1997 as compared to $12.7
million as of December 31, 1996. The increase was due to the expenditure of
construction costs on the JD Edwards project in southeast Denver which was
purchased in December 1996 and the commencement of construction activity on the
City View Center project in Austin, Texas.
Real Estate Operating Revenue. As of March 31, 1997, the Partnership
owned 32 operating properties, 25 of which, containing approximately 2.3 million
square feet, were in service for the full three months ended March 31, 1997, as
compared to 25 properties, 21 of which, containing approximately 1.8 million
square feet, were in service for the full three months ended December 31, 1996.
As a result, total real estate operating revenue increased $2.3 million, or
32.4%, to $9.5 million for the three months ended March 31, 1997 as compared to
$7.2 million for the three months ended December 31, 1996. The increase in
revenue was primarily attributable to $1.3 million from properties which were
operational for a full quarter in 1997 as opposed to a partial quarter for the
three months ended December 31, 1996 combined with $.8 million in additional
revenues from new acquisitions in the three months ended March 31, 1997.
Properties operational for the full three months of both periods had increased
revenues of .2 million due to increased occupancy.
Real Estate Operating Expenses. Total real estate operating expenses
increased $1.7 million for the three months ended March 31, 1997, or 29.1%, to
$7.8 million as compared to $6.0 million for the three months ended December 31,
1996. The net increase in operating expenses was attributable to a $.3 million
increase in Property operating expenses, a $.2 million increase in interest
expense, a $.2 million increase in general and administrative expenses, and a
$1.0 million increase in depreciation and amortization. The increase in
operating expenses was primarily attributable to additional expenses associated
with new acquisitions in the three months ended March 31, 1997. The increase in
the Partnership's interest expense is primarily related to borrowings for
acquisitions.
<PAGE>
The increase in general and administrative expenses is predominately a result of
the addition of staff to implement the Partnership's business strategy and
inflation. The increase in depreciation and amortization is predominately a
result of additional depreciation and amortization on the Partnership's real
estate acquisitions.
Net Income. Net income of $1.4 million was earned for the three months
ended March 31, 1997 as compared to $.2 million during the three months ended
December 31, 1996. The comparability of net income between the two periods is
impacted by the acquisitions the Partnership made and the other changes
described above.
Acquisitions
During the three months ended March 31, 1997, the Partnership acquired
seven operating Properties totaling approximately 615,000 square feet. Five of
these Properties were located in suburban Dallas, Texas and two of the
Properties were located in suburban Chicago. The Properties were acquired
through the assumption of $35.6 million in debt, the issuance of $4.6 million in
Units and the payment of $25.0 million in cash. During 1996, the Partnership
acquired five operating properties containing approximately 2.3 million square
feet, a project in the construction phase which will contain approximately
189,000 square feet of office space and land to support the future development
of approximately 1.0 million square feet of office space. The properties were
acquired through the assumption of $20.0 million in debt, the issuance of
approximately $18.0 million in Units and the payment of approximately $191.5
million in cash.
Liquidity and Capital Resources
The Partnership's total indebtedness at March 31, 1997 was $86.2
million, of which $1.0 million, or 1.1%, had a LIBOR-based floating interest
rate. The Partnership's fixed rate indebtedness had an effective weighted
average interest rate of 8.5% and had a weighted average term to maturity of 7.2
years. The Partnership is jointly and severally liable with CarrAmerica on a
$325.0 million unsecured revolving line of credit. This line of credit bears
interest at 1.375 basis points above LIBOR. At March 31, 1997, on this line of
credit, the Partnership had $1 million outstanding directly and had a joint and
several guarantee on the remainder of the outstanding balance of $270.0 million.
At March 31, 1997 CarrAmerica had total borrowing capacity under its unsecured
line of credit of $325.0 million, allowing CarrAmerica and the Partnership to
borrow up to an additional $55.0 million. At March 31, 1997, the total book
value of the Partnership's assets was $313.0 million. The Partnership's debt as
a percentage of total book value of its assets was 27.5%.
The Partnership will require capital to invest in its existing portfolio
of operating assets for major capital projects such as large-scale renovations,
routine capital expenditures and deferred maintenance on certain Properties
recently acquired and tenant related capital expenditures, such as tenant
improvements and allowances and leasing commissions. With respect to major
capital projects, the Partnership is planning a renovation of a 327,000 square
foot Property in southeast Denver during 1997 which is expected to cost
approximately $2.0 million, or approximately $5.090 per square foot. With
respect to routine capital expenditures and deferred maintenance on certain
properties recently acquired, the Partnership anticipates spending approximately
$0.52 per square foot, during 1997 on its portfolio of operating assets owned as
of December 31, 1996. The Partnership expects this amount to decrease in
subsequent years as deferred maintenance activities are completed on recently
acquired Properties and as the emphasis of the Partnership's growth shifts from
acquiring existing office properties to developing new properties. The
Partnership's capital requirements for tenant related capital expenditures are
dependent upon a number of factors, including square feet of expiring leases,
tenant retention ratios and whether the expiring leases are in central business
district properties or suburban properties. During 1997, the Partnership has
271,697 square feet of expiring leases for leases in place at
<PAGE>
March 31, 1997. The Partnership intends to use cash flow from operations and its
unsecured revolving credit facility to meet its working capital needs for its
existing portfolio of operating assets.
The Partnership also will require a substantial amount of capital for
development projects currently underway and planned for the future. The
Partnership currently has two development projects underway which the
Partnership has invested $19.3 million and which the Partnership expects to
require a total investment by the Partnership of approximately $46.7 million.
The Partnership intends to use cash flow from operations and its unsecured
revolving credit facility to meet its working capital needs for its existing
portfolio of operating assets.
Item 3. Properties
The 39 Properties contain a total of approximately 3.4 million rentable
square feet. Eleven Properties are located in Austin, Texas (representing 28.4%
of the portfolio's net rentable square feet), ten Properties are located in
Southeast Denver (representing 26.6%), nine Properties are located in suburban
Dallas, Texas (representing 25.9%), five Properties are located in suburban Salt
Lake City (representing 8.3%), two Properties are located in suburban Chicago
(representing 6.1%) and two Properties are located in Southern California
(representing 4.7%). Each of the Properties is wholly owned by the Partnership.
The Properties range in size from approximately 76,000 square feet to
approximately 258,000 square feet. The Partnership acquired each of the
Properties at various times between May 1996 and May 31, 1997. All of the
Properties are managed by a wholly owned subsidiary of CarrAmerica. In addition,
as of May 31, 1997, the Partnership owned two properties under construction that
will contain approximately 317,000 square feet, and land and options to acquire
land that will support the development of up to .9 million square feet of office
space.
The following table sets forth certain additional information relating
to those properties owned as of March 31, 1997:
<PAGE>
<TABLE>
<CAPTION>
The
Partnership's Total Average Base
Effective Net Rentable Annualized Rent Per
Number of Property Area (Square Percent Base Rent(4) Leased
Property (1) Buildings Ownership Feet) (2) Leased (3) (in thousands) Square Foot (5)
-------- --------- ------------- --------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Southeast Denver
Harlequin Plaza 2 100.0% 323,186 99.3% $ 4,167 $ 12.98
Quebec Court I & II 2 100.0% 285,829 100.0% 2,877 10.07
The Quorum 2 100.0% 123,876 81.6% 1,443 14.28
Greenwood Centre 1 100.0% 75,866 94.2% 1,097 15.34
Quebec Center 3 100.0% 106,791 92.9% 1,309 13.20
Austin
The Littlefield Complex (7) 2 100.0% 126,523 58.2% 854 11.59
First State Bank 1 100.0% 258,113 69.9% 1,849 10.25
Norwood Tower 1 100.0% 111,992 70.1% 703 8.95
Great Hills Plaza 1 100.0% 135,333 100.0% 2,073 15.31
The Setting 3 100.0% 136,183 95.3% 2,166 16.69
Park North 2 100.0% 132,778 98.7% 2,103 16.05
Balcones Center 1 100.0% 75,761 83.5% 904 14.29
Dallas
The Greyhound Building 1 100.0% 92,890 100.0% 845 9.10
Search Plaza 1 100.0% 151,048 95.7% 2,346 16.23
Quorum North 1 100.0% 117,790 81.4% 1,477 15.42
Cedar Maple 3 100.0% 112,177 90.4% 1,746 17.21
Quorum Place 1 100.0% 176,562 94.9% 2,213 13.20
Suburban Chicago
Bannockburn Lake I & II 2 100.0% 208,317 94.0% 3,054 15.60
Southern California
South Coast Executive Center 2 100.0% 161,301 95.6% 3,106 20.15
-- ------- ----- --------- ------
Total 32 2,912,316 $ 36,334
== ========= ========
Weighted Average 90.1% $ 13.85
===== =======
</TABLE>
Property (1) Significant Tenants (6)
--------------------
--------
Southeast Denver
Harlequin Plaza Bellco First Federal Credit Union (12%)
Quebec Court I & II Intelligent Electronics (45%), Alert
Centre (37%), TCI Digital Satellite (17%)
The Quorum Chatfield Dean (21%), Colorado Mortgage
Prof (15%)
Greenwood Centre General Motors (33%), Wakefield & Assoc.
(13%)
Quebec Center Gordon Gumeson & Associates (11%), Walberg
& Dagner (11%)
Austin
The Littlefield Complex (7) Excel Fitness (12%)
First State Bank Southern Union Gas Co. (12%), First State
Bank (10%)
Norwood Tower City of Austin (21%), George, Donaldson &
Ford (20%)
Great Hills Plaza First USA Management, Inc. (48%), Blue
Cross (24%), Skjerven Morrill, Macpherson
(13%)
The Setting Holt Rinehart (76%)
Park North Austin Regional Clinic (22%), Samsung
Austin Semiconductor (13%)
Balcones Center Medianet (37%), Austin Diagnostic Clinic
(15%), Daughters of Charity Health (11%)
Dallas
The Greyhound Building Greyhound Lines, Inc. (100%)
Search Plaza Basic Capital Management (29%)
Quorum North Digital Matrix Systems (19%), HQ Dallas
Quorum North (13%)
Cedar Maple Fidelity National Bank (11%)
Quorum Place VHA Southwest (22%), Markman Int'l. (11%)
Suburban Chicago
Bannockburn Lake I & II Deutsche Credit Corp. (37%), IMC Global,
Inc. (37%)
Southern California
South Coast Executive Center State Compensation Insurance Fund (32%)
Total
Weighted Average
-------------------
(1) Sorenson Research Park and Toll Hill East and West are not included
on this table because they were acquired after March 31, 1997. As of
April 30, 1997, Sorenson Research Park had the following
characteristics: (i) Number of Buildings was five; (ii) The
Partnership's Effective Property Ownership was 100.0%; (iii) Net
Rentable Area (Square Feet) was approximately 285,000; (iv) Percent
Leased was 62.8% (all of the remaining space is committed to tenants
who begin occupancy between May 1, 1997 and July 31, 1997); (v) Total
Annualized Base Rent (in thousands) was $1,869; (vi) Average Base
Rent Per Leased Square Foot was $10.49; and (vii) Significant Tenants
were Datachem Laboratories (20%), Matrixx Marketing (16%), Dayna
Communications (15%), ITT Educational Services, Inc. (12%). As of
April 30, 1997, Toll Hill East and West had the following
characteristics: (i) Number of Buildings was two; (ii) The
Partnership's Effective Property Ownership was 100.0%; (iii) Net
Rentable Area (Square Feet) was approximately 238,000; (iv) Percent
Leased was 90.8%; (v) Total Annualized Base Rent (in thousands) was
$2,845; (vi) Average Base Rent Per Leased Square Foot was $13.17; and
(vii) Significant Tenants were Digital Equipment Corporation (22%).
(2) Includes office and retail space but excludes storage space.
(3) Includes space for leases that have been executed and have commenced
as of March 31, 1997.
(4) Total Annualized Base Rent is based on executed and commenced leases
as of March 31, 1997. Total Annualized Base Rent equals total
original base rent, including historical contractual increases and
excluding (i) percentage rents, (ii) additional rent payable by
tenants such as common area maintenance, real estate taxes and other
expense reimbursements, (iii) future contractual or contingent rent
escalations, and (iv) parking rents.
(5) Calculated as Total Annualized Base Rent divided by Net Rentable Area
leased as of March 31, 1997.
(6) Includes tenants leasing 10% or more of rentable square footage
(with the percentage of rentable square footage in parentheses).
(7) The Partnership owns the improvements on the land and has a
leasehold interest in all or a portion of the underlying land.
<PAGE>
The following table sets out a schedule of the lease expirations for
leases in place at those Properties owned as of March 31, 1997:
<TABLE>
<CAPTION>
Percentage of
Net Rentable Annual Base Rent Total Annual
Number of Area Subject to Under Expiring Base Rent
Tenants With Expiring Leases Leases (1) Represented by
Year of Lease Expiration Expiring Leases (square feet) (in thousands) Expiring Leases
- - ------------------------ --------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C>
1997.......................... 65 271,697 $3,601 9.9%
1998.......................... 74 413,351 6,390 17.6
1999.......................... 67 392,151 5,657 15.6
2000.......................... 45 299,243 4,843 13.3
2001.......................... 51 598,171 7,605 20.9
2002.......................... 15 246,990 3,763 10.4
2003.......................... 7 129,237 1,603 4.4
2004.......................... 3 101,995 953 2.6
2005.......................... 1 2,171 36 0.1
2006.......................... 5 23,775 166 0.5
2007 and thereafter........... 7 143,896 1,717 4.7
</TABLE>
- - ------------
(1) Excludes reimbursements from tenants for operating expenses.
The following table sets forth certain information relating to the
Properties as of March 31, 1997 and as of December 31, 1996:
<TABLE>
<CAPTION>
Total Annualized
Net Rentable Base Rent Average Base Rent Per
Date Area (Square Feet) Total Percent Leased (in thousands) Leased Square Foot (1)
---- ------------------ -------------------- -------------- ----------------------
<S> <C> <C> <C> <C>
March 31, 1997 2,912,316 90.1% $36,332 $13.85
December 31, 1996 2,295,379 89.7% $27,066 $13.15
</TABLE>
- - --------------
(1) Calculated as Total Annualized Base Rent divided by Net Rentable Area leased
as of the applicable date.
Harlequin Plaza. Because the aggregate gross revenues of the two
Properties that constitute Harlequin Plaza were in excess of 10% of the
Partnership's total gross revenues for the period from March 6, 1996 (the date
of the Partnership's inception) to December 31, 1996, additional information
regarding Harlequin Plaza is provided below.
Harlequin Plaza was developed in 1981. The complex includes two
buildings located on Orchard Road in Engelwood, Colorado, in the Southeast
submarket of Denver. The Partnership plans to renovate Harlequin Plaza's common
areas, plaza and entrance. The Partnership believes that Harlequin Plaza is
adequately covered by insurance.
As of March 31, 1997, approximately 99.3% of the rentable square footage
in the two buildings constituting Harlequin Plaza was leased. The percent leased
and average annualized rent per leased square foot (excluding storage space) for
the past five years for Harlequin Plaza is not available because Harlequin Plaza
was purchased by the Partnership in May 1996. At March 31, 1997, Bellco First
Federal Credit Union at Harlequin Plaza North occupied approximately 39,000
square feet (12% of the rentable square footage at Harlequin Plaza) pursuant to
a lease which expires in 2003. Bellco has two five-year options to extend its
lease at 95% of the then prevailing current market rates. In addition, Bellco
has a right of first refusal on any rentable square footage which becomes
available on the fourth floor. No other tenant at Harlequin Plaza occupied over
10% of the rentable square footage.
<PAGE>
The following table sets out a schedule of the lease expirations for
Harlequin Plaza for beginning with 1997 and thereafter:
<TABLE>
<CAPTION>
Number Annual Base Percentage
of Tenants Net Rentable Rent Under of Total
Year With Area Subject to Expiring Annual Base Rent
of Lease Expiring Expiring Leases Leases (1) Represented by
Expiration Leases (square feet) (in thousands) Expiring Leases
- - ---------- ------ ------------- ------------- ---------------
<S> <C> <C> <C> <C>
1997 6 68,127 $ 744 17.9%
1998 6 17,971 222 5.3
1999 14 100,734 1,254 30.1
2000 2 4,041 47 1.1
2001 7 62,921 1,052 25.2
2002 0 0 0 0.0
2003 5 67,180 848 20.4
</TABLE>
- - --------------
(1) Excludes operating expense recoveries.
The aggregate tax basis of depreciable real property of the office
properties constituting Harlequin Plaza for federal income tax purposes was
$7,547,000 as of December 31, 1996. Depreciation is computed on the Modified
Accelerated Cost Recovery System (MACRS) over the estimated useful lives of the
real property over 39 years. The aggregate tax basis for depreciable personal
property associated with the office properties constituting Harlequin Plaza for
federal income tax purposes was $2,000 as of December 31, 1996. Depreciation and
amortization are computed on the double declining balance method or
straight-line method over the estimated useful life of the personal property of
seven years.
The current realty tax rate for Harlequin Plaza is $1.35 per $100 of
assessed value. The total annual tax at this rate for 1997 is approximately
$567,000 at an assessed value of $14,500,000.
Quebec Court I & II. Because the aggregate gross revenues of the two
properties that constitute Quebec Court I & II were in excess of 10% of the
Partnership's total gross revenues for the period from March 6, 1996 (the date
of the Partnership's inception) to December 31, 1996, additional information
regarding Quebec Court I & II is provided below.
Quebec Court I & II was developed in 1979 and 1980. The complex includes
two buildings located on S. Quebec Street in Engelwood, Colorado, in the
Southeast submarket of Denver. The Partnership has no immediate plans to
renovate Quebec Court I & II (other than for routine capital maintenance) and
believes that Quebec Court I & II is adequately covered by insurance.
As of March 31, 1997, approximately 100.0% of the rentable square
footage in the two buildings constituting Quebec Court I & II was leased. The
percent leased and average annualized rent per leased square foot (excluding
storage space) for the past five years for Quebec Court I & II is not available
because Quebec Court I & II was purchased by the Partnership in May 1996. At
March 31, 1997, Alert Centre, Inc. occupied approximately 105,820 square feet
(approximately 37% of the rentable square footage at Quebec Court I & II)
pursuant to a lease which expires in 2001, and Intelligent Electronics, Inc.
("Intelligent Electronics") occupied approximately 130,000 square feet
(approximately 45% of the rentable square footage at Quebec Court I & II)
pursuant to a lease which expires in 2001. Alert Centre, Inc. has one five-year
option to extend its lease at 90% of the then prevailing market rates provided
notice is given no later than July 1, 2000, twelve months prior to the
expiration of its lease. Intelligent Electronics has one seven-year option to
extend its lease at
<PAGE>
95% of the then prevailing market rates provided notice is given by July 1,
2001, six months prior to the expiration of its lease. No other tenant at Quebec
Court I & II occupied over 10% of the rentable square footage.
In February, 1997, the Partnership initiated an action against Alert
Centre, Inc., a tenant at Quebec Court II, and ADT Security Services, Inc.,
Alert Centre's owner, in the District Court of Arapahoe County, Colorado,
regarding outstanding rent payments.
In addition, Intelligent Electronics, a tenant at Quebec Court I, has
announced publicly that it has entered into a definitive agreement to sell one
of its divisions. The Partnership has been advised by Intelligent Electronics
that, in connection with this proposed sale, Intelligent Electronics intends to
vacate its space at Quebec Court I in the next six to 12 months. Intelligent
Electronics' lease term extends until 2001, with no termination rights.
The Partnership, if necessary, will pursue its legal remedies against
Intelligent Electronics.
The following table sets out a schedule of the expirations for Quebec
Court I & II lease:
<TABLE>
<CAPTION>
Number Annual Base Percentage
of Tenants Net Rentable Rent Under of Total
Year With Area Subject to Expiring Annual Base Rent
of Lease Expiring Expiring Leases Leases (1) Represented by
Expiration Leases (square feet) (in thousands) Expiring Leases
---------- ------ ------------- -------------- ---------------
<S> <C> <C> <C> <C>
2001 3 285,829 2,877 100.0%
</TABLE>
- - ----------------
(1) Excludes operating expense recoveries.
The aggregate tax basis of depreciable real property of the office
properties constituting Quebec Court I & II for federal income tax purposes was
$10,654,000 as of December 31, 1996. Depreciation is computed on the Modified
Accelerated Cost Recovery System (MACRS) over the estimated useful lives of the
real property over 39 years. No personal property was purchased with these
office properties.
The current realty tax rate for Quebec Court I & II is approximately
$1.31 per $100 of assessed value. The total annual tax at this rate for 1997 is
approximately $435,000 at an assessed value of $11,350,000.
Markets
The following table sets forth certain related information about each
Property owned by the Partnership as of May 31, 1997 and the market in which
each is located:
<PAGE>
<TABLE>
<CAPTION>
Partnership
---------------------------------
$ of Total Office
Square Feet Partnership's Square Footage
Owned in Total in Market,
Market/ Square Year Ended
Partnership's Market/Submarket Submarket Footage December 31 (1)
- - -------------------------------------- ---------------- ------------- ------------------
1996
------------------
<S> <C> <C> <C>
Suburban Chicago 208,000 6.1 $188,594,031
Tri-State/Northbrook 208,000 6.1 5,088,456
Southeast Denver 916,000 26.6 64,777,494
Southeast I-25 Corridor 916,000 26.6 19,776,888
Austin, Texas 977,000 28.4 20,406,590
Northwest Suburban 344,000 10.0 7,853,864
Southwest Suburban 136,000 4.0 1,763,257
Central Business District 497,000 14.4 6,607,777
Suburban Dallas 891,000 25.9 111,319,178
LBJ/Quorum 628,000 18.3 24,731,357
Oaklawn/Turtle Creek 112,000 3.2 6,454,916
North Central Expressway 151,000 4.4 4,434,844
Suburban Salt Lake City 286,000 8.3 17,190,904
5300 South & I-15 286,000 8.3 3,047,174
Draper (2) -- -- 789,432
Southern California 161,000 4.7 47,943,316
Greater Airport Area 161,000 4.7 25,602,112
</TABLE>
Market
Vacancy Rates,
Year Ended December 31 (1)
-------------------------------------------
1996 1995 1994
----------- ---------- ------------
Suburban Chicago 14.0% 15.1% 16.6%
Tri-State/Northbook 6.7 8.8 10.8
Southeast Denver 10.8 11.9 12.7
Southeast I-25 Corridor 5.2 6.1 9.3
Austin, Texas 9.2 10.6 11.1
Northwest Suburban 7.4 5.9 6.5
Southwest Suburban 9.7 11.8 9.7
Central Business District 14.7 18.4 19.4
Suburban Dallas 17.0 19.3 21.1
LBJ/Quorum 7.2 9.4 15.5
Oaklawn/Turtle Creek 14.9 14.2 13.7
North Central Expressway 13.5 23.7 28.0
Suburban Salt Lake City 6.2 7.1 8.9
5300 South & I-15 2.4 5.6 5.8
Draper (2) 6.3 1.1 9.0
Southern California 12.6 14.6 16.6
Greater Airport Area 8.6 11.5 14.3
- - -----------------
(1) Source: Torto Wheaton/CB Commercial.
(2) See "Recent Developments -- Pending Acquisitions."
<PAGE>
Mortgage Debt
The existing mortgage indebtedness on the Properties as of March 31,
1997 is set forth in the table below:
<TABLE>
<CAPTION>
Principal
Balance as Annual Debt Estimated
Interest of 3/31/97 Service Maturity Balance Due
Property (1) Rate (in thousands) (in thousands) Date (2) at Maturity
- - ------------------------ -------- ------------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
First State Bank 7.4% $ 9,590 $ 868 March 1, 1999 $ 9,259
South Coast Executive Center 9.0 10,301 1,015 May 31, 1999 10,103
Quorum North 8.3 6,730 640 December 10, 2001 6,258
Quorum Place 7.0 7,811 665 November 15, 2000 7,327
Bannockburn Lake I & II 9.5 21,076 2,801 August 31, 2001 16,835
Harlequin Plaza and Quebec
Court I & II 8.5 $ 29,700 $ 2,899 May 31, 2011 $ 19,586
------- ------ -------
TOTAL $ 85,208 $ 8,888 $ 69,368
======== ======== =========
</TABLE>
- - ----------------
(1) The two mortgage loans secured by Sorenson Research Park are not included
on this table because Sorenson Research Park was acquired after March 31,
1997. As of May 31, 1997, the two mortgage loans secured by Sorenson
Research Park had the following characteristics: (i) Interest Rate was
8.88% and 7.75%, respectively; (ii) Principal Balance as of 5/31/97 (in
thousands) was $2,821 and $1,702, respectively; (iii) Annual Debt Service
(in thousands) was $328 and $182, respectively; and (iv) Maturity Date was
May 1, 2017 and July 1, 2011, respectively. Each of the mortgage loans will
be fully amoritized at maturity.
(2) Each loan may be prepaid at any time, subject to the payment of certain
prepayment penalties and certain other provisions.
CarrAmerica, the Partnership and Carr Realty, L.P. have established a
revolving line of credit providing for unsecured borrowings of up to $325
million. As of May 31, 1997, approximately $156 million had been drawn under
this facility. Borrowings under the facility currently bear interest at a
floating rate of 137.5 basis points over LIBOR. The line of credit contains a
number of financial and other covenants with which CarrAmerica and the
Partnership must comply, including, but not limited to, covenants relating to
ratios of annual EBITDA (earnings before interest, taxes, depreciation and
amortization) to interest expense, annual EBITDA to debt service, and total debt
to tangible fair market value of CarrAmerica's assets, and restrictions on the
ability of CarrAmerica to make dividend distributions in excess of 90% of funds
from operations. Availability under the line of credit is also limited to a
specified percentage of the unsecured properties of CarrAmerica (including
properties held indirectly by CarrAmerica, such as the Properties). CarrAmerica
and the Partnership are jointly and severally liable for all obligations under
the line of credit.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, as of May 31, 1997,
regarding the beneficial ownership of Units by each person known by the
Partnership to be the beneficial owner of more than five percent of the
Partnership's outstanding Units. As of May 31, 1997, no director or executive
officer of GP Holdings or CarrAmerica beneficially owned any Units. Each person
named in the table has sole voting and investment power with respect to all
Units shown as beneficially owned by such person, except as otherwise set forth
in the notes to the table.
<PAGE>
Name and Business Number of Percent of
Address of Beneficial Owner Units Units (1)
- - ----------------------------------------- --------- ----------
CarrAmerica Realty Corporation............ 8,652,992 (2) 85.3%
CarrAmerica Realty LP Holdings, Inc....... 8,551,565 84.3%
1700 Pennsylvania Avenue, N.W
Washington, D.C. 20006
- - -------------------
(1) Based on 10,142,696 Units outstanding as of May 31, 1997.
(2) Includes 8,551,565 Units held by LP Holdings and 101,427 Units held by GP
Holdings, each of which is a wholly owned subsidiary of CarrAmerica.
Item 5. Directors and Executive Officers
The Partnership has no directors or executive officers. The Partnership
is managed by GP Holdings, as the general partner of the Partnership. The
following table sets forth certain information with respect to the directors and
executive officers of GP Holdings:
Name Age Positions and Offices Held
- - ---- --- --------------------------
Thomas A. Carr..................... 38 President and Director
Brian K. Fields.................... 37 Chief Financial Officer,
Treasurer, Vice President and
Director
Robert G. Stuckey.................. 35 Managing Director, Vice
President and Director
Philip L. Hawkins.................. 41 Managing Director and Vice
President
CarrAmerica is the sole stockholder of GP Holdings. The additional
information required by this item with respect to directors and executive
officers of CarrAmerica and GP Holdings is hereby incorporated by reference to
the material appearing under the heading "Election of Directors (Item 1)," pages
3-6, in CarrAmerica's definitive proxy statement for the annual meeting of
stockholders held on May 8, 1997 (the "1997 Proxy Statement") and under the
headings "Directors of the Company" and "Executive Officers and Certain Key
Employees of the Company," pages 4-11 in CarrAmerica's Form 10-K for the year
ended December 31, 1996.
In addition to the biographies of the executive officers and certain key
employees of CarrAmerica included in the information incorporated by reference
above, the biography of one key employee who recently joined CarrAmerica
follows:
Jeffrey S. Pace, 34, has been CarrAmerica's Vice President, Market
Officer for Austin, Texas since May 1997. Mr. Pace has over 12 years of
experience in the real estate and marketing field. Mr. Pace's most recent
experience was with the Trammell Crow Company as Marketing Director. Prior to
that, Mr. Pace held the position of Marketing Representative in the Dallas and
Austin markets for Carlisle Property Company, Stockton, Luedmann, French & West
and Trammell Crow Company. Mr. Pace holds a Masters of Business Administration
from the University of Texas at Arlington and a Bachelor of Science from the
University of Texas at Austin.
Item 6. Executive Compensation
The Partnership has no directors or executive officers. The Partnership
is managed by GP Holdings, as the general partner of the Partnership. GP
Holdings has not paid any compensation
<PAGE>
to its directors or officers. CarrAmerica is the sole stockholder of GP
Holdings. The information required by this item with respect to CarrAmerica's
executive officers is hereby incorporated by reference to the material appearing
in the 1997 Proxy Statement under the headings "Executive Compensation" and
"Report on Executive Compensation," pages 9-14.
Item 7. Certain Relationships and Related Transactions
The Partnership has no directors or executive officers. The Partnership
is managed by GP Holdings, as the general partner of the Partnership. There were
no related party transactions between the Partnership and any director or
officer of GP Holdings. CarrAmerica is the sole stockholder of GP Holdings. The
information required by this item with respect to CarrAmerica is hereby
incorporated by reference to the material appearing in the 1997 Proxy Statement
under the headings "Executive Compensation Committee Interlocks and Insider
Participation" and "Certain Relationships and Related Transactions," pages 14
and 19.
Item 8. Legal Proceedings
The Partnership, GP Holdings and LP Holdings are not parties to any
legal proceedings. CarrAmerica and its affiliates are parties to a variety of
legal proceedings arising in the ordinary course of their businesses. All of
these matters, taken together, are not expected to have a material adverse
impact on CarrAmerica. See Item 3 "Properties" for a discussion of litigation
filed by the Partnership against a tenant at Quebec Court II and the
Partnership's intent to pursue litigation against another tenant at Quebec Court
I under certain circumstances.
Item 9. Market Price of and Distributions on the Registrant's Common Equity and
Related Security Holder Matters
There is no established public trading market for the Units. As of May
31, 1997, there were 13 holders of record of Units. As of May 31, 1997, there
were no options or warrants to purchase Units outstanding. In addition, as of
May 31, 1997, there were no Units that could be sold pursuant to Rule 144 under
the Securities Act of 1993, as amended (the "Securities Act"), or that the
Partnership has agreed to register under the Securities Act for sale by Unit
holders, and there were no Units that are being, or have been publicly proposed
to be, publicly offered by the Partnership.
The Partnership has made regular quarterly distributions of $.4375 per
Class A Unit (prorated to reflect ownership of Units for less than the full
period to which such distribution relates) since the second quarter of 1996. A
distribution of $.4375 per Class B Unit also was made for each of the second and
third quarters of 1996. The Partnership's ability to make distributions depends
on a number of factors, including its net cash provided by operating activities,
capital commitments and debt repayment schedules. Holders of Units are entitled
to receive distributions when, as and if declared by the Board of Directors of
GP Holdings, its general partner, out of any funds legally available for that
purpose.
Item 10. Recent Sales of Unregistered Securities
Since its formation in March 1996, the Partnership has issued Units in
private placements exempt from registration under the Securities Act pursuant to
Section 4(2) thereof in the amounts, for the consideration and at the times set
forth below:
o In May 1996, an aggregate of 11,452 Class A Units (with a value of
approximately $280,000) were issued to Plaza Developers Holdings LLC
in connection with the contribution to the Partnership of interests
in the Harlequin Plaza and Quebec Court I & II Properties. In
connection with this transaction, 1,593,031 Class A Units also were
<PAGE>
issued to ColTel I, Inc. and ColTel II, Inc., which Units were
subsequently purchased by CarrAmerica.
o In August 1996, an aggregate of 355,384 Class A Units and 539,593
Class C Units (with an aggregate value of approximately $21.6
million) were issued to Littlefield Liquidating Trust in connection
with the contribution to the Partnership of interests in the
Littlefield Complex, First State Bank, Great Hills Plaza, The
Setting, Park North and Balcones Center Properties, and land
holdings at Riata and City View Centre.
o In December 1996, an aggregate of 3,781 Class A Units (with a value
of approximately $100,000) were issued to Bristol Plaza in
connection with the contribution to the Partnership of interests in
the South Coast Executive Center Property.
o In March 1997, an aggregate of 144,094 Class A Units (with a value
of approximately $4.6 million) were issued to Bannockburn General
Partnership in connection with the contribution to the Partnership
of interests in the Bannockburn Lake I & II Property.
o In April 1997, an aggregate of 435,400 Class A Units (with a value
of approximately $12.8 million) were issued to the owners of
interests in Sorenson Associates, L.L.C. in connection with the
contribution to the Partnership of interests in the Sorenson
Property.
o At various times since its formation, the Partnership has issued
Class B Units (with an aggregate value of approximately $188.6
million) to GP Holdings and LP Holdings in connection with various
cash and non-cash contributions by GP Holdings and LP Holdings to
the Partnership.
Item 11. Description of Registrant's Securities to be Registered
General
Holders of Units (other than GP Holdings, as general partner of the
Partnership) hold limited partner interests in the Partnership, and all holders
of Units (including GP Holdings as general partner of the Partnership) are
entitled to share in cash distributions from, and in the profits and losses of,
the Partnership.
GP Holdings, a wholly owned subsidiary of CarrAmerica, is the sole
general partner of the Partnership and owned a 1.0% general partner interest in
the Partnership as of May 31, 1997. In addition, LP Holdings owned approximately
84.3% of the outstanding Units as of May 31, 1997. Holders of Units (including
GP Holdings, as general partner of the Partnership, and LP Holdings as a limited
partner of the Partnership) are entitled to share in cash distributions from,
and in the profits and losses of, the Partnership. Holders of Class A Units are
entitled to receive distributions in proportion to their percentage interests in
the Partnership in an amount equal to the quarterly dividend received by holders
of shares of Common Stock (as described below).
The Second Amended and Restated Agreement of Limited Partnership of the
Partnership, as amended from time to time (the "Partnership Agreement"),
currently authorizes the Partnership to issue from time to time three classes of
Units: (i) Class A Units (which generally are issued to third-party partners in
transactions in which such partners contribute their interests in real property
to the Partnership); (ii) Class B Units (which generally are issued to GP
Holdings and LP Holdings in exchange for capital contributions); and (iii) Class
C Units (which were issued to certain limited partners in connection with a
specific acquisition). GP Holdings, as general partner of the Partnership, also
is authorized to issue additional classes of Units.
<PAGE>
The Units have not been registered pursuant to the federal or state
securities laws and have not been listed on any exchange or quoted on any
national market system. Holders of Units who are admitted to the Partnership
have the rights of limited partners under the Partnership Agreement and the
Delaware Revised Uniform Limited Partnership Act (the "Act"). The Partnership
Agreement imposes certain restrictions on the transfer of Units, as described
below.
The following description is only a summary of certain provisions of the
Partnership Agreement and is subject to, and qualified in its entirety by, the
Partnership Agreement.
Purposes, Business and Management
The purpose of the Partnership includes the conduct of any business that
may be conducted lawfully by a limited partnership formed under the Act, except
that the Partnership Agreement requires the business of the Partnership to be
conducted in such a manner that will permit CarrAmerica to be classified as a
REIT under Section 856 of the Internal Revenue Code of 1986, as amended, unless
CarrAmerica ceases to qualify as a REIT for reasons other than the conduct of
the business of the Partnership. Subject to the foregoing limitation, the
Partnership may enter into partnerships, joint ventures or similar arrangements
and may own interests in any other entity.
GP Holdings, as general partner of the Partnership, has the exclusive
power and authority to conduct the business of the Partnership, subject to the
consent of the limited partners in certain limited circumstances discussed
below. No limited partner may take part in the operation, management or control
of the business of the Partnership by virtue of being a holder of Units.
Ability to Engage in Other Businesses; Conflicts of Interest
GP Holdings and its affiliates (including officers, directors, employees
and agents of GP Holdings, and CarrAmerica and LP Holdings) may acquire assets
directly and engage in business activities outside of the Partnership, including
activities in direct or indirect competition with the Partnership, and are not
required to present any business opportunities to the Partnership.
Distributions; Allocations of Income and Loss
The Partnership Agreement provides for the quarterly distribution of
100% of Available Cash (as defined below), as determined in the manner provided
in the Partnership Agreement, generally according to the following rights: (i)
holders of Class A Units are entitled to receive distributions in proportion to
their percentage interests in the Partnership in an amount equal to the
quarterly dividend received by holders of shares of Common Stock; and (ii)
holders of Class B Units (i.e., GP Holdings and LP Holdings) are entitled to
receive the remaining Available Cash, if any. In the event that there is not
sufficient Available Cash to pay the distributions in accordance with clause (i)
above, such deficit cumulates and accrues interest at a rate of 8% per annum,
and no other distribution (other than pursuant to the redemption of Units) may
be made until all such accrued but unpaid distributions (including any accrued
interest thereon) have been paid to holders of Class A Units. Holders of Class C
Units are not entitled to any distributions with respect to a Class C Unit.
"Available Cash" is defined generally as cash reserves and funds received from
whatever source (excluding the proceeds of any capital contribution) plus the
amount of any reduction in reserves, minus interest, principal and other
payments on debt, cash expenditures (including capital expenditures),
investments in any entity and the amount of any increase in reserves.
The Partnership Agreement provides for the quarterly allocation to GP
Holdings and the limited partners of items of Partnership income, generally
according to the following rights: (i) holders of Class A Units are entitled to
be allocated net income in proportion to their percentage interests in the
Partnership in an amount equal to the quarterly distributions received by such
holders; (ii) holders of Class C Units are not entitled to any allocations of
net income, except in
<PAGE>
certain limited circumstances; and (iii) holders of Class B Units (i.e., GP
Holdings and LP Holdings) are entitled to be allocated the remaining net income,
if any. The Partnership Agreement generally provides for the quarterly
allocation of items of Partnership losses, generally according to the following
rights: (i) partners are entitled to be allocated net losses in accordance with
their representative percentage interests in the Partnership, subject to certain
limitations; (ii) holders of Class C Units are not entitled to any allocations
of net losses, except in certain limited circumstances; and (iii) GP Holdings is
entitled to be allocated the remaining net losses, if any.
Borrowing by the Partnership
GP Holdings is authorized to cause the Partnership to borrow money and
to issue and guarantee debt as it deems necessary for the conduct of the
activities of the Partnership. Such debt may be secured by mortgages, deeds of
trust, liens or encumbrances on properties of the Partnership or its
subsidiaries. GP Holdings may pledge any or all of the assets of the Partnership
to secure a loan or other financing for the benefit of GP Holdings or
CarrAmerica (the proceeds of which are not required to be contributed or loaned
to the Partnership). GP Holdings also may use the assets of the Partnership to,
among other things, finance the conduct of the operations of GP Holdings,
CarrAmerica or the Partnership, and lend funds to other persons or entities
(including CarrAmerica's subsidiaries). In addition, GP Holdings also may cause
the Partnership to borrow money to enable the Partnership to make distributions
in an amount sufficient to permit CarrAmerica, so long as it qualifies as a
REIT, to avoid the payment of any federal income tax.
Reimbursement of General Partner; Transactions with GP Holdings
and its Affiliates
GP Holdings does not receive any compensation for its services as
general partner of the Partnership. GP Holdings, however, has the right to
allocations and distributions described above. In addition, the Partnership will
reimburse GP Holdings for all expenses incurred by it related to the operation
of, or for the benefit of, the Partnership. In the event that certain expenses
are incurred for the benefit of the Partnership and other entities (including GP
Holdings), GP Holdings, as general partner of the Partnership, will allocate
such expenses to the Partnership and such other entities in a manner as GP
Holdings, as general partner of the Partnership, in its sole and absolute
discretion deems fair and reasonable. The Partnership will reimburse GP Holdings
for all expenses incurred by it relating to any other offering of additional
Units.
Except as expressly permitted by the Partnership Agreement, GP Holdings
and its affiliates may not engage in any transactions with the Partnership
except on terms that are fair and reasonable and no less favorable to the
Partnership than would be obtained from an unaffiliated third party.
Liability of General Partner and Limited Partners
GP Holdings, as general partner of the Partnership, is liable for all
general recourse obligations of the Partnership to the extent not paid by the
Partnership. GP Holdings is not liable for the nonrecourse obligations of the
Partnership.
The limited partners of the Partnership are not required to make
additional contributions to the Partnership. Assuming that a limited partner
does not take part in the control of the business of the Partnership and
otherwise acts in conformity with the provisions of the Partnership Agreement,
the liability of the limited partner for obligations of the Partnership under
the Partnership Agreement and the Act is limited, subject to certain limited
exceptions, generally to the loss of the limited partner's investment in the
Partnership represented by his or her Units. Under the Act, a limited partner
may not receive a distribution from the Partnership if, at the time of the
distribution and after giving effect thereto, the liabilities of the Partnership
(other than liabilities to parties on account of their interests in the
Partnership and liabilities for which recourse is limited to specified
<PAGE>
property of the Partnership) exceed the fair value of the Partnership's assets
(other than the fair value of any property subject to nonrecourse liabilities of
the Partnership but only to the extent of such liabilities). The Act provides
that a limited partner who receives a distribution knowing at the time that it
violates the foregoing prohibition is liable to the Partnership for the amount
of the distribution. Unless otherwise agreed, such a limited partner will not be
liable for the return of such distribution after the expiration of three years
from the date of such distribution.
The Partnership Agreement generally provides that GP Holdings, as
general partner of the Partnership, will incur no liability to the Partnership
or any limited partner for losses sustained or liabilities incurred as a result
of errors in judgment or of any act or omission if GP Holdings carried out its
duties in good faith. In addition, GP Holdings is not responsible for any
misconduct or negligence on the part of its agents, provided GP Holdings
appointed such agents in good faith. GP Holdings may consult with legal counsel,
accountants, appraisers, management consultants, investment bankers and other
consultants and advisors, and any action it takes or omits to take in reliance
upon the opinion of such persons, as to matters that GP Holdings reasonably
believes to be within their professional or expert competence, will be
conclusively presumed to have been done or omitted in good faith and in
accordance with such opinion.
The Partnership is qualified to conduct business in several states, and
may qualify to conduct business in the future in certain other jurisdictions.
Maintenance of limited liability may require compliance with certain legal
requirements of those jurisdictions and certain other jurisdictions. Limitations
on the liability of a limited partner for the obligations of a limited
partnership have not been clearly established in many jurisdictions.
Accordingly, if it were determined that the right, or exercise of the right by
the limited partners, to make certain amendments to the Partnership Agreement or
to take other action pursuant to the Partnership Agreement constituted "control"
of the Partnership's business for the purposes of the statutes of any relevant
jurisdiction, the limited partners might be held personally liable for the
Partnership's obligations. The Partnership will operate in a manner that GP
Holdings, as general partner of the Partnership, deems reasonable, necessary and
appropriate to preserve the limited liability of the limited partners.
Sales of Assets
Under the Partnership Agreement, GP Holdings generally has the exclusive
authority to determine whether, when and on what terms the assets of the
Partnership will be sold. The Partnership, however, is prohibited under certain
contractual agreements from selling several of the Properties for various
lengths of time, except in certain limited circumstances.
Removal of GP Holdings; Transfer of GP Holdings' Interest
The Partnership Agreement provides that the limited partners may not
remove GP Holdings as general partner of the Partnership. In addition, GP
Holdings may not transfer any of its interests as general partner in the
Partnership except to an affiliate of GP Holdings or in connection with a merger
or sale of all or substantially all of the Partnership's assets.
Restrictions on Transfer of Units by Limited Partners
Unit holders may not transfer, except in certain limitations, the
economic rights associated with their Units without the consent of the general
partner. In addition, a transferee will not be admitted to the Partnership as a
substituted limited partner without the consent of the general partner. Holders
of Class A Units may dispose of their Units by exercising their rights to have
their Units redeemed for cash or for shares of Common Stock, at the option of GP
Holdings. See "Redemption of Units" below.
<PAGE>
Redemption of Units
Each holder of Class A Units may, subject to certain limitations,
require that the Partnership redeem his or her Class A Units, by delivering a
redemption notice to GP Holdings, as general partner of the Partnership. Upon
redemption, such Unit holder will receive, at the option of the Partnership,
with respect to each Unit tendered, either (i) cash in an amount equal to the
market value of one share of Common Stock (subject to certain anti-dilution
adjustments) or (ii) one share of Common Stock. The market value of the Common
Stock for this purpose will be equal to the average of the closing trading price
of the Common Stock (or substitute information, if no such closing price is
available) for the ten trading days before the day on which the redemption
notice was received by GP Holdings.
In lieu of the Partnership redeeming Class A Units for cash, CarrAmerica
has the right to assume directly and satisfy the redemption right of a Unit
holder described in the preceding paragraph. The determination whether to pay
cash or issue shares of Common Stock upon redemption of Units will be made by
CarrAmerica at the time Units are tendered for redemption. Such an acquisition
of Units by CarrAmerica will be treated as a sale of the Units to CarrAmerica
for federal income tax purposes. Upon redemption, such Unit holder's right to
receive distributions with respect to the Units redeemed will cease (but if such
right is exchanged for shares of Common Stock, the Unit holder will have rights
as a stockholder of CarrAmerica from the time of his or her acquisition of such
shares of Common Stock).
Holders of Class B Units and Class C Units are not entitled to exercise
the redemption right described above.
Issuance of Additional Limited Partnership Interests
GP Holdings, as general partner of the Partnership, is authorized,
without the consent of the limited partners, to cause the Partnership to issue
additional Units to limited partners or to other persons (other than itself) for
such consideration and on such terms and conditions as GP Holdings deems
appropriate. GP Holdings, as general partner of the Partnership, may, in its
sole and absolute discretion, make a capital contribution to the Partnership in
exchange for additional Units without a corresponding issuance of shares of
Common Stock by CarrAmerica. In addition, GP Holdings may cause the Partnership
to issue to GP Holdings additional partnership interests in different series or
classes, which may be senior to the Units. Consideration for additional
partnership interests may be cash or any property or other assets permitted by
the Act. No limited partner has preemptive, preferential or similar rights with
respect to additional capital contributions to the Partnership or the issuance
or sale of any partnership interests therein.
Notice of Extraordinary Transaction of CarrAmerica
CarrAmerica may not make any extraordinary distributions of cash or
property to its stockholders or effect a merger or sale of all or substantially
all of its assets without notifying the limited partners of its intention to do
so at least twenty business days prior to the record date to determine
stockholders eligible to receive such distribution or to vote upon the approval
of such merger or sale.
Meetings; Voting
Meetings of the limited partners may be called only by GP Holdings, on
its own motion, or upon written request of limited partners owning at least 25%
of the outstanding Units. Limited partners may vote either in person or by proxy
at meetings. Any action that is required or permitted to be taken by the limited
partners of the Partnership may be taken either at a meeting of the limited
partners or without a meeting if consents in writing setting forth the action so
taken are
<PAGE>
signed by limited partners owning not less than the minimum Units that would be
necessary to authorize or take such action at a meeting of the limited partners
at which all limited partners entitled to vote on such action were present. On
matters in which limited partners are entitled to vote, each limited partner
(including GP Holdings to the extent it holds Units) will have a vote equal to
the number of Units such limited partner holds in the Partnership. The
Partnership Agreement does not provide for annual meetings of the limited
partners.
Amendment of the Partnership Agreement
Amendments to the Partnership Agreement may be proposed by GP Holdings
or by limited partners owning at least 25% of the outstanding Units. Generally,
the Partnership Agreement may be amended with the approval of GP Holdings, as
general partner, and limited partners (including GP Holdings) holding a majority
of the Units. Certain amendments that affect the fundamental rights of a limited
partner (e.g., the limited liability of a limited partner, or the right to
receive any distributions) must be approved by GP Holdings and each limited
partner that would be adversely affected by such amendment. Notwithstanding the
foregoing, GP Holdings, as general partner, has the power, without the consent
of the limited partners, to amend the Partnership Agreement in certain
circumstances. Certain amendments (e.g., amendments which would convert a
limited partner's interest in the Partnership into a general partner's interest,
or would modify the limited liability of a limited partner) may not be adopted
without the unanimous approval of all partners.
Dissolution, Winding Up and Termination
The Partnership will continue until December 31, 2095, unless sooner
dissolved and terminated. The Partnership will be dissolved prior to the
expiration of its term, and its affairs wound up upon the occurrence of the
earliest of: (i) the withdrawal of GP Holdings as general partner without the
permitted transfer of GP Holdings' interest to a successor general partner
(except in certain limited circumstances); (ii) an election to dissolve the
Partnership made by GP Holdings; (iii) the entry of a decree of judicial
dissolution of the Partnership pursuant to the provisions of the Act or the
entry of a final order for relief in a bankruptcy proceeding of the general
partner; (iv) the sale of all or substantially all of the Partnership's assets
and properties in exchange for cash; and (v) the entry of a final judgment
ruling that the general partner is bankrupt or insolvent. Upon dissolution, GP
Holdings, as general partner, or any liquidator will proceed to liquidate the
assets of the Partnership and apply the proceeds therefrom in the order of
priority set forth in the Partnership Agreement.
Item 12. Indemnification of Directors and Officers
In general, the Partnership Agreement provides for indemnification of
each Indemnitee (as hereinafter defined) against any losses, claims, damages,
liabilities, joint or several, expenses (including legal fees and expenses)
judgments, fines, settlements, and other amounts that relate to the operations
of the Partnership in which such Indemnitee may be involved, or is threatened to
be involved, as a party or otherwise, unless it is established that: (i) the act
or omission of the Indemnitee was material to the matter giving rise to the
proceeding and either was committed in bad faith or was the result of active and
deliberate dishonesty; (ii) the Indemnitee actually received an improper
personal benefit in money, property or services; or (iii) in the case of any
criminal proceeding, the Indemnitee had reasonable cause to believe that the act
or omission was unlawful. Under certain circumstances, reasonable expenses
incurred by an Indemnitee who is a party to a proceeding may be paid or
reimbursed by the Partnership in advance of the final disposition of the
proceeding. In general, an "Indemnitee" is (i) any person made a party to a
proceeding by reason of his status as (A) the general partner (i.e., GP
Holdings) or an affiliate of the general partner (e.g., CarrAmerica and LP
Holdings), (B) a limited partner of the Partnership, and (C) a director or
officer of an entity described in (A), and (ii) such other persons (including
affiliates of the general partner or
<PAGE>
the Partnership) as the general partner may designate from time to time (whether
before or after the event giving rise to potential liability) in its sole and
absolute discretion.
GP Holdings' officers and directors are and will be indemnified under
Delaware law and the charter and bylaws of GP Holdings. The charter and bylaws
of GP Holdings require that GP Holdings shall, to the fullest extent authorized
by the Delaware General Corporation Law (the "DGCL") as in effect from time to
time indemnify any person who is or was, or is the legal representative a person
who was, a director or officer of GP Holdings against any expenses, liabilities
and losses, as long as the person seeking indemnification in connection with a
proceeding was authorized by the board of directors of GP Holdings.
Under Delaware law, a corporation formed in Delaware is permitted to
limit, by provision in its bylaws, the liability of directors and officers so
that no director or officer of GP Holdings shall be liable to GP Holdings or to
any shareholder for money damages except liability (a) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any
transaction from which the director derived an improper personal benefit.
In addition, CarrAmerica's officers and directors are and will be
indemnified under Maryland and Delaware law, the charter and by-laws of
CarrAmerica and the partnership agreement of Carr Realty. The charter and
by-laws of CarrAmerica require that CarrAmerica shall, to the fullest extent
permitted by Section 2-418 of the Maryland General Corporation Law (the "MGCL")
as in effect from time to time, indemnify any person who is or was, or is the
personal representative of a deceased person who was, a director or officer of
CarrAmerica against any judgments, penalties, fines, settlements and reasonable
expenses and any other liabilities; provided, that, unless applicable law
otherwise requires, indemnification will be contingent upon a determination, by
the Board of Directors of CarrAmerica by a majority vote of a quorum consisting
of directors not, at the time, parties to the proceeding, or, if such a quorum
cannot be obtained, then by a majority vote of a committee of the Board of
Directors consisting solely of two or more directors not, at the time, parties
to such proceeding and who were duly designated to act in the matter by a
majority vote of the full Board of Directors in which the designated directors
who are parties may participate or by special legal counsel selected by and if
directed by the Board of Directors as set forth above, that indemnification is
proper in the circumstances because such director, officer, employee or agent
has met the applicable standard of conduct prescribed by Section 2-418(b) of the
MGCL.
Under Maryland law, a corporation formed in Maryland is permitted to
limit, by provision in its charter, the liability of directors and officers so
that no director or officer of CarrAmerica shall be liable to CarrAmerica or to
any shareholder for money damages except to the extent that (i) the director or
officer actually received an improper benefit in money, property or services,
for the amount of the benefit or profit in money, property or services actually
received, or (ii) a judgment or other final adjudication adverse to the director
or officer is entered in a proceeding based on a finding in a proceeding that
the director's or officer's action was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the
proceeding.
Item 13. Financial Statements and Supplementary Data
See "Index to Financial Statements and Schedule" on page F-1 of this
Form 10.
Item 14. Change in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
<PAGE>
Item 15. Financial Statements and Exhibits
(a) Financial Statements and Financial Statement Schedules
See "Index to Financial Statements and Schedule" on page F-1 of
this Form 10.
(b) Exhibits
4.1 Second Amended and Restated Agreement of Limited
Partnership of CarrAmerica Realty, L.P. dated as of
May 9, 1997 (incorporated by reference to Exhibit 10.1
of CarrAmerica's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997).
10.1 Stockholders Agreement, dated April 30, 1996, by and
among Carr Realty Corporation, Carr Realty, L.P.,
Security Capital Holdings, S.A. and Security Capital
U.S. Realty (incorporated by reference to Exhibit 2.2
of Security Capital U.S. Realty's Schedule 13D dated
April 30, 1996).
10.2 Amended and Restated Credit Agreement, dated August 23,
1996, by and among CarrAmerica Realty Corporation,
CarrAmerica Realty, L.P., Carr Realty, L.P. and Morgan
Guaranty Trust Company of New York (incorporated by
reference to Exhibit 10.15 of CarrAmerica's Annual
Report on Form 10-K for the year ended December 31,
1996).
10.3 First Amendment to Amended and Restated Revolving
Credit Agreement, dated October 18, 1996, by and among
CarrAmerica Realty Corporation, CarrAmerica Realty,
L.P., Carr Realty, L.P., Morgan Guaranty Trust Company
of New York, Commerzbank Aktiengesellschaft, New York
Branch, NationsBank, N.A., Wells Fargo Realty Advisors
Funding, Inc. (incorporated by reference to Exhibit
10.1 to CarrAmerica's Current Report on Form 8-K dated
and filed October 24, 1996).
21.1 List of Subsidiaries.
27.1 Financial Data Schedule.
99.1 Certificate of Incorporation of CarrAmerica Realty GP
Holdings, Inc.
99.2 Bylaws of CarrAmerica Realty GP Holdings, Inc.
99.3 Amendment and Restatement of Articles of Incorporation
of CarrAmerica Realty Corporation, as amended
(incorporated by reference to Exhibit 3.1 to
CarrAmerica's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996).
99.4 Articles Supplementary of Series A Cumulative
Convertible Redeemable Preferred Stock dated October
24, 1996 (incorporated by reference to Exhibit 4.1 of
CarrAmerica's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996).
99.5 Second Amendment and Restatement of By-laws of
CarrAmerica Realty Corporation (incorporated by
reference to Exhibit 3.1 to CarrAmerica's Current
Report on Form 8-K dated and filed February 12, 1997).
99.6 "The Company," pages S-7 through S-12, in CarrAmerica's
Prospectus Supplement (to Prospectus dated March 27,
1997) dated April 14, 1997, filed pursuant to Rule
424(b) of Regulation C under the Securities Act,
relating to CarrAmerica's Registration Statement on
Form S-3, File No. 333-22353.
<PAGE>
99.7 "Voting Securities and Principal Holders Thereof,"
pages 15 through 18, in CarrAmerica's Proxy Statement
dated March 25, 1997, delivered to CarrAmerica's
stockholders in connection with the 1997 Annual Meeting
of Stockholders.
99.8 "Election of Directors (Proposal 1)," pages 3 through
6, in CarrAmerica's Proxy Statement dated March 25,
1997, delivered to CarrAmerica's stockholders in
connection with the 1997 Annual Meeting of
Stockholders.
99.9 "Directors of the Company," pages 4 through 7, from
CarrAmerica's Form 10-K for the year ended December 31,
1996.
99.10 "Executive Officers and Certain Key Employees of the
Company," pages 7 through 11, from CarrAmerica's Annual
Report on Form 10-K for the fiscal year ended December
31, 1996.
99.11 "Executive Compensation," pages 9 through 12, in
CarrAmerica's Proxy Statement dated March 25, 1997,
delivered to CarrAmerica's stockholders in connection
with the 1997 Annual Meeting of Stockholders.
99.12 "Report on Executive Compensation," pages 13 through
14, in CarrAmerica's Proxy Statement dated March 25,
1997, delivered to CarrAmerica's stockholders in
connection with the 1997 Annual Meeting of
Stockholders.
99.13 "Executive Compensation Committee Interlocks and
Insider Participation," page 14, in CarrAmerica's Proxy
Statement dated March 25, 1997, delivered to
CarrAmerica's stockholders in connection with the 1997
Annual Meeting of Stockholders.
99.14 "Certain Relationships and Related Transactions," page
19, in CarrAmerica's Proxy Statement dated March 25,
1997, delivered to CarrAmerica's stockholders in
connection with the 1997 Annual Meeting of
Stockholders.
<PAGE>
CARRAMERICA REALTY, L.P.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
The following Financial Statements and Schedule of CarrAmerica Realty,
L.P. and the Independent Auditors' Reports thereon are attached hereto:
CARRAMERICA REALTY, L.P.
<TABLE>
<CAPTION>
<S> <C>
Balance Sheets as of March 31, 1997 (unaudited) and December 31, 1996...............F-2
Statements of Operations for the Three Months Ended March 31, 1997 (unaudited)
and the Period from March 6, 1996 (Date of Inception) to December
31, 1996............................................................................F-3
Statements of Partners' Capital for the Three Months
Ended March 31, 1997
(unaudited) and the Period from March 6, 1996 (Date of Inception)
to December 31, 1996............................................................F-4
Statements of Cash Flows for the Three Months Ended March 31, 1997
(unaudited) and the Period from March 6, 1996 (Date of Inception) to
December 31, 1996...............................................................F-5
Notes to Financial Statements.......................................................F-6
Independent Auditors' Report........................................................F-13
FINANCIAL STATEMENT SCHEDULE
Schedule III: Real Estate and Accumulated Depreciation as of December 31, 1996
for CarrAmerica Realty. L.P. ...................................................S-1
Independent Auditors' Report........................................................S-2
</TABLE>
All other schedules are omitted because they are not applicable, or because the
required information is included in the financial statements or notes thereto.
<PAGE>
CARRAMERICA REALTY, L.P.
Balance Sheets
As of March 31, 1997 (unaudited) and December 31, 1996
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(In thousands)
March 31, December 31,
1997 1996
---- ----
(Unaudited)
<S> <C> <C>
Assets
Rental property (notes 2 and 7):
Land $ 34,406 26,404
Buildings 240,221 182,856
Tenant improvements 7,728 7,068
Furniture, fixtures, and equipment 50 6
--------------- ------------------
282,405 216,334
Less - accumulated depreciation (5,250) (3,104)
--------------- ------------------
Total rental property 277,155 213,230
Land held for development 11,398 13,254
Construction in progress 19,333 8,485
Cash and cash equivalents 2,924 2,478
Accounts receivable 2,439 1,888
Accrued straight-line rents 1,128 733
Tenant leasing costs, net of accumulated amortization of
$75 at March 31, 1997 and $35 at December 31, 1996 1,165 881
Prepaid expenses and other assets, net of accumulated depreciation
of $15 at March 31, 1997 and $9 at December 31, 1996 301 268
=============== ==================
$ 315,843 241,217
=============== ==================
Liabilities and Partners' Capital
Liabilities:
Mortgages and notes payable (note 2) $ 56,508 21,952
Note payable to affiliate (note 2) 29,700 29,792
Accounts payable and accrued expenses 7,600 4,441
Due to affiliates (note 6) 7,650 2,774
Rent received in advance and security deposits 2,184 1,325
--------------- ------------------
Total liabilities 103,642 60,284
Partners' capital (note 3):
General partners 2,123 1,809
Limited partners 210,078 179,124
--------------- ------------------
Total partners' capital 212,201 180,933
Commitments (note 4)
=============== ==================
$ 315,843 241,217
=============== ==================
</TABLE>
See accompanying notes to financial statements
<PAGE>
CARRAMERICA REALTY, L.P.
Statements of Operations
For the Three Months Ended March 31, 1997 (unaudited)
and the Period from March 6, 1996
(Date of Inception) to December 31, 1996
<TABLE>
<CAPTION>
(In thousands)
Three months ended March 6, 1996
March 31, to December 31,
1997 1996
---- ----
(Unaudited)
<S> <C> <C>
Rental revenue (note 4):
Minimum base rent $ 8,081 11,220
Recoveries from tenants 1,173 1,790
Other tenant charges 225 366
-------------------- -----------------
Total rental revenue 9,479 13,376
-------------------- -----------------
Real estate operating expenses:
Property operating expenses:
Operating expenses (note 6) 3,416 4,873
Real estate taxes 856 1,673
Interest expense 831 1,475
General and administrative 437 680
Depreciation and amortization 2,190 3,148
-------------------- -----------------
Total operating expenses 7,730 11,849
-------------------- -----------------
Real estate operating income 1,749 1,527
Other operating income - interest income 8 29
-------------------- -----------------
Net income $ 1,757 1,556
==================== =================
Net income attributable to general partner $ 18 15
==================== =================
Net income attributable to limited partners $ 1,739 1,541
==================== =================
See accompanying notes to financial statements
</TABLE>
<PAGE>
CARRAMERICA REALTY, L.P.
Statements of Partners' Capital
For the Three Months Ended March 31, 1997 (unaudited) and the
Period from March 6, 1996
(Date of Inception) to December 31, 1996
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(In thousands)
General Partner Limited Partners
------------------- -------------------------------------
CarrAmerica CarrAmerica
Realty GP Realty LP Other Limited
Holdings, Inc. Holdings, Inc. Partners Total
------------------- ---------------- ----------------- --------------
<S> <C> <C> <C> <C>
Capital contributions $1,814 161,620 17,993 $181,427
Capital distributions (20) (1,924) (106) (2,050)
Net income for the period 15 1,318 223 1,556
------------------- ---------------- ----------------- --------------
Partners' capital at December 31, 1996 1,809 161,014 18,110 180,933
Capital contributions 302 25,315 4,553 30,170
Capital distributions (6) (496) (157) (659)
Net income 18 1,539 200 1,757
------------------- ---------------- ----------------- --------------
Partners' capital at March 31, 1997 $2,123 187,372 22,706 $212,201
=================== ================ ================= ==============
</TABLE>
See accompanying notes to financial statements
<PAGE>
CARRAMERICA REALTY, L.P.
Statements of Cash Flows
For the Three Months Ended March 31, 1997 (unaudited) and the
Period from March 6, 1996
(Date of Inception) to December 31, 1996
<TABLE>
<CAPTION>
(in thousands)
Three months March 6, 1996 to
ended March 31, 1996 December 31,
1997 1996
---- ----
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,757 1,556
--------- ---------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 2,190 3,148
Increase in accounts receivable (551) (1,816)
Increase in accrued straight-line rents (395) (805)
Additions to tenant leasing costs (324) (916)
Decrease (increase) in prepaid expenses and other assets 39 (277)
Increase in accounts payable and accrued expenses 3,159 4,441
Increase in due to affiliates 4,876 2,774
Increase in rent received in advance and security deposits 859 1,325
--------- ---------
Total adjustments 9,775 7,874
--------- ---------
Net cash provided by operating activities 11,532 9,430
--------- ---------
Cash flows from investing activities:
Additions to rental property -- (98)
Acquisitions of rental property (26,396) (178,239)
Land purchased for future development -- (13,254)
Additions to construction in progress (8,973) (8,485)
--------- ---------
Net cash used by investing activities (35,369) (200,076)
--------- ---------
Cash flows from financing activities:
Capital contributions 25,617 163,433
Capital distributions (157) (2,050)
Net borrowings (repayments) on unsecured line of credit (1,000) 2,000
Borrowings on notes payable to affiliates -- 30,000
Repayments on notes and mortgages payable (177) (259)
--------- ---------
Net cash provided by financing activities 24,283 193,124
--------- ---------
Increase in cash and cash equivalents 446 2,478
Cash and cash equivalents, beginning of the period 2,478 --
--------- ---------
Cash and cash equivalents, end of period $ 2,924 2,478
-------- ---------
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,326 for the three
months ended March 31, 1997 and $1,619 for the period ended December 31,
1996)
Supplemental disclosure of noncash investing and financing activities:
During 1997 and 1996, the Partnership funded a portion of the aggregate
purchase price of its property acquisitions by assuming $35.6 million and
$20.0 million of debt and liabilities, respectively, and by issuing $4.6
million and $18.0 million of Units, respectively, in the Partnership.
During 1997, the Partnership also distributed land held for development
valued at $502 to CarrAmerica Realty GP Holdings, Inc. and CarrAmerica
Realty LP Holdings, Inc., in accordance with their respective partnership
interests.
</TABLE>
See accompanying notes to financial statements
CARRAMERICA REALTY, L.P.
Notes to Financial Statements
March 31, 1997 (unaudited) and December 31, 1996
(1) Description of Business and Summary of Significant Accounting Policies
(a) Business
CarrAmerica Realty, L.P. (the "Partnership") is a Delaware
limited partnership formed on March 6, 1996 to own, acquire,
develop, and operate office buildings across the United States.
At March 31, 1997, the Partnership owned 32 operating properties
and two properties under development. At December 31, 1996, the
Partnership owned 25 operating properties and one property under
development, which are located in Austin, Texas, suburban
Dallas, Southeast Denver, and Southern California.
The Partnership's general partner is CarrAmerica Realty GP
Holdings, Inc. (the "General Partner"), a wholly owned
subsidiary of CarrAmerica Realty Corporation ("CARC"), a
self-administered and self-managed real estate investment trust.
The General Partner owned a 1% interest in the Partnership at
December 31, 1996. The Partnership's limited partners are
CarrAmerica Realty LP Holdings, Inc., a wholly owned subsidiary
of CARC, which owned an approximate 87% interest in the
Partnership at December 31, 1996, and various other individuals
and entities which collectively owned an approximate 12%
interest in the Partnership at December 31, 1996.
(b) Basis of Presentation
The Partnership's financial statements are prepared using the
accrual basis of accounting and in accordance with generally
accepted accounting principles. Management of the Partnership
has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and revenues and expenses,
and the disclosure of contingent assets and liabilities to
prepare these financial statements in conformity with generally
accepted accounting principles. Actual results could differ from
those estimates.
(c) Rental Property
Rental property is recorded at cost less accumulated
depreciation (which is less than the net realizable value of the
rental property). Depreciation is computed on the straight-line
basis over the estimated useful lives of the assets, as follows:
<TABLE>
<CAPTION>
<S> <C>
Base Building.............................30 years
Building components.......................7 to 20 years
Tenant improvements.......................Terms of the leases or useful lives, whichever is
shorter
Furniture, fixtures and equipment.........5 to 15 years
</TABLE>
Expenditures for maintenance and repairs are charged to
operations as incurred. Significant renovations are capitalized.
Management reviews the Partnership's long-lived assets, such as
rental property, for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used
is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset.
If such assets are considered to be impaired, the impairment to
be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets.
<PAGE>
(d) Development Property
Land held for development and construction in progress is
carried at cost. Specifically identifiable direct and indirect
acquisition, development and construction costs are capitalized
including, where applicable, salaries and related costs, real
estate taxes, interest and certain pre-construction costs
essential to the development of a property.
(e) Tenant Leasing Costs
Fees and costs incurred in the successful negotiation of leases
have been deferred and are being amortized on a straight-line
basis over the terms of the respective leases.
(f) Fair Value of Financial Instruments
The carrying amount of the following financial instruments
approximates fair value because of their short-term maturity:
cash and cash equivalents; accounts and notes receivable;
accounts payable, accrued expenses and other liabilities.
(g) Revenue Recognition
The Partnership reports base rental revenue for financial
statement purposes straight-line over the terms of the
respective leases. Accrued straight-line rents represent the
amount that straight-line rental revenue exceeds rents collected
in accordance with the lease agreements. Management, considering
current information and events regarding the tenants' ability to
fulfill their lease obligations, considers accrued straight-line
rents to be impaired if it is probable that the Partnership will
be unable to collect all rents due according to the contractual
lease terms. If accrued straight-line rents associated with a
tenant are considered to be impaired, the amount of the
impairment is measured based on the present value of expected
future cash flows. Impairment losses, if any, are recorded
through a loss on the write-off of assets. Cash receipts on
impaired accrued straight-line rents are applied to reduce the
remaining outstanding balance and, thereafter, as rental
revenue.
(h) Income Taxes
No provision has been made for federal and state income taxes
because each partner reports his or her share of the
Partnership's taxable income or loss and any available tax
credits on his or her income tax return.
(i) Cash Equivalents
For purposes of reporting cash flows, the Partnership considers
all highly liquid investments with a maturity of three months or
less at the time of purchase to be cash equivalents.
<PAGE>
(2) Mortgages and Notes Payable
Mortgages and notes payable generally are collateralized by certain
rental properties and generally require monthly principal and/or
interest payments. Following is a summary of the Partnership's mortgages
and notes payable as of the end of each period (in thousands):
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
(Unaudited)
<S> <C> <C>
Note payable to Morgan Guaranty Trust Company of New York, as
agent for a group of banks ("Morgan"); $325.0 million
unsecured revolving credit facility bearing interest, as
selected by CRC, at either (i) the higher of the prime
interest rate or .5 percent plus the Federal Funds Rate for
such day or (ii) 1.375 percent above the London Interbank
Offered Rate (LIBOR) for such day. The weighted average
interest rate at March 31, 1997 and December 31, 1996 was
7.3% and 7.3%, respectively. The note matures in July 1998,
with an option to extend for one year. $ 1,000 2,000
Mortgage payable to Metropolitan Life Insurance Company;
bearing interest at 7.375 percent; principal and interest
payments of $72 thousand are due monthly through maturity
in March 1999. 9,590 9,630
Mortgage payable to Windy City Holdings, Inc.; bearing interest
at 9.01 percent; principal and interest payments of $85
thousand are due monthly through maturity in May 1999. 10,301 10,322
Mortgage payable to Principal Life Insurance Company; bearing
interest at 6.99 percent; principal and interest payments
of $55 thousand are due monthly through maturity
in November 2000. 7,811 --
Mortgage payable to Manulife Financial; bearing interest at
8.27 percent; principal and interest payments of $53
thousand are due monthly through maturity in December 2001. 6,730 --
Mortgage payable to GE Capital Corporation; bearing interest at
9.52 percent; principal and interest payments of $233
thousand are due montly through maturity in August 2001. 21,076 --
------ ------
$ 56,508 21,952
====== ======
</TABLE>
On May 24, 1996, the Partnership entered into a $30 million loan
agreement with CARC. The note payable bears interest at 8.5% and
requires monthly principal and interest payments of $242 thousand. The
loan matures on May 31, 2011. The note is secured by certain office
properties and other assets of the Partnership. The outstanding balance
of the note payable to affiliate was $29.7 million (unaudited) and $29.8
million, at March 31, 1997 and December 31, 1996, respectively.
<PAGE>
The $325.0 million unsecured revolving credit facility with Morgan is
available to CARC, the Partnership and Carr Realty, L.P. The line of
credit contains a number of financial and other covenants, including,
but not limited to, covenants relating to ratios of annual EBITDA
(Earnings Before Interest, Taxes, Depreciation and Amortization) to
interest expense, annual EBITDA to debt service, and total debt to
tangible fair market value of CARC's assets and restrictions on the
ability of CARC to make dividend distributions in excess of 90% of funds
from operations. Availability under the line of credit is also limited
to a specified percentage of the Partnership's unencumbered properties.
CARC and the Partnership are jointly and severally liable for all
obligations under the line of credit. As of March 31, 1997 and December
31, 1996, approximately $184.0 million (unaudited) and $215.0 million,
respectively, had been drawn under this facility.
As of December 31, 1996, the scheduled maturity of all mortgages and
notes payable are as follows (in thousands):
1997......................... $ 633
1998......................... 2,686
1999......................... 19,879
2000......................... 491
2001......................... 535
Thereafter................... 27,520
-------
$51,744
=======
Based on the borrowing rates available to the Partnership for mortgages
and notes payable with similar terms and average maturities, the
estimated fair value, as determined by management, of the Partnership's
mortgages and notes payable approximates the carrying amount.
(3) Partners' Capital Contributions, Distributions, and Participation
Percentages
The Second Amended and Restated Agreement of Limited Partnership of the
Partnership (the "Partnership Agreement") details the rights of
ownership in the Partnership. Ownership in the Partnership is expressed
in partnership units ("Units"). Units currently are designated as Class
A, B, or C Units. Class A Units have first preference and Class B Units
have second preference as to the allocation of Available Cash, as
defined in the Partnership Agreement. Class C units do not share in the
allocation of Available Cash. Upon the third anniversary of the date of
issuance of Class C Units, they may be converted to Class A Units based
on a conversion factor described in the Partnership Agreement.
Upon the first anniversary of the date of issuance, each holder of Class
A Units may, subject to certain limitations, require that the
Partnership redeem his or her Class A Units. Upon redemption, a Class A
Unit holder will receive, at the option of the Partnership, with respect
to each Class A Unit tendered, either (i) cash in an amount equal to the
market value of one share of CARC common stock (subject to certain
anti-dilution adjustments) or (ii) one share of CARC common stock. In
lieu of the Partnership redeeming Class A Units for cash, CARC has the
right to assume directly and satisfy the redemption right of a Unit
holder. Holders of Class B Units and Class C Units are not entitled to
exercise this redemption right.
At December 31, 1996, there were 361,677 Class A Units, 6,619,131 Class
B Units, and 539,593 Class C Units outstanding.
<PAGE>
(4) Lease Agreements
The following table summarizes future minimum base rent to be received
under noncancelable tenant leases and the percentage of total rentable
space expiring each year, as of December 31, 1996 (in thousands):
Future Percentage
Minimum of Total Leased
Rent Space Expiring
------- ---------------
1997 $23,062 24.0%
1998 19,778 20.6
1999 16,000 16.7
2000 12,424 12.9
2001 7,834 8.2
2002 and thereafter 16,970 17.6
-------
$96,068
=======
The leases also provide for additional rent based on increases in the
Consumer Price Index (CPI) and increases in operating expenses. These
increases are generally payable in equal installments throughout the
year, based on estimated increases, with any differences being adjusted
in the succeeding year.
The Partnership's largest tenant is Intelligent Electronics, Inc.
("Intelligent Electronics") which leases approximately 130,000 square
feet of office space. This lease represented 5.7% of net rentable space
in the Partnership's operating office properties at December 31, 1996.
No other single tenant occupies more than 5% of the net rentable space
in Quebec Court I. Intelligent Electronics has announced publicly that
it has entered into a definitive agreement to sell one of its
divisions. The Partnership has been advised by Intelligent Electronics
that, in connection with this proposed sale, Intelligent Electronics
intends to vacate its space at Quebec Court I in the next six to 12
months. Intelligent Electronics' lease term extends until 2001, with no
termination rights. The Partnership, if necessary, will pursue its
legal remedies against Intelligent Electronics.
At December 31, 1996, Alert Centre, Inc. occupied approximately 106,000
square feet of office space. This lease represents 4.6% of the net
rentable space in the Partnership's operating office properties at
December 31, 1996. In February 1997, the Partnership initiated an
action against Alert Centre, Inc., a tenant in Quebec Court II, and ADT
Security Service, Inc., Alert Centre's owner, in the District Court of
Arapahoe County, Colorado, regarding outstanding rent payments.
The Company leases land beneath two office properties located in
Austin, Texas. The lease expires in February 2078. The minimum base
annual rental payment associated with this lease is $171 thousand.
(5) Employee Benefits
Employees of the Partnership are eligible to participate in CARC's
401(k) plan for employees. The plan matches 50% of employee
contributions up to the first 4% of an employee's pay and will make a
base contribution of 3% of pay for participants who remain employed on
December 31, the end of the plan year. Employer contributions are
subject to a five-year graduated vesting schedule. Partnership
contributions to the plan amounted to approximately $3 thousand in
1996.
<PAGE>
(6) Transactions With Affiliates
CarrAmerica Realty Services, Inc. (CARSI), a wholly owned subsidiary of
CARC, provides management and leasing services to all of the office
properties owned by the Partnership. During 1996, the Partnership
incurred management fees of $430 thousand for services performed by
CARSI. Additionally, CARSI reimburses CARLP for certain services CARLP
personnel provide to CARSI. These reimbursements amounted to $221
thousand in 1996.
CARC pays on behalf of the Partnership certain administrative costs and
certain costs related to the acquisitions of properties which are
billed to the Partnership, and makes working capital advances to the
Partnership. Amounts due to CARC were $7.5 million at March 31, 1997
and $2.8 million at December 31, 1996.
(7) Acquisition and Development Activities
During 1996, the Partnership acquired 25 operating office properties
containing approximately 2.3 million square feet for an aggregate
purchase price of $216.2 million. In addition, as of December 31, 1996,
the Partnership had one property under development and three properties
held for development. Land held for development was purchased for an
aggregate purchase price of $13.3 million. Costs incurred during 1996
for properties under construction were $8.5 million.
From January 1 to March 31, 1997, the Partnership acquired seven
operating office properties for an aggregate purchase price of $67.4
million. Costs incurred during 1997 for properties under construction
were $9.0 million.
All acquisitions have been accounted for as purchases. Operations of
acquired properties have been included in the accompanying financial
statements from their respective dates of acquisition.
The following unaudited pro forma summary presents information as if
the Partnership's formation and acquisitions through December 31, 1996
had occurred at the beginning of 1996. The pro forma information is
provided for informational purposes only. It is based on historical
information and does not necessarily reflect the actual results that
would have occurred nor is it necessarily indicative of future results
of operations of the Partnership.
Pro forma information (unaudited):
(in thousands)
Total revenue $ 31,790
Net income $ 5,662
(8) Subsequent Events
Since March 31, 1997, the Partnership has acquired seven operating
office properties containing approximately 523,000 square feet for
approximately $51 million. The purchase of these properties was
financed by the assumption of $5 million in debt, the issuance of $13
million in Units by the Partnership and the payment of $33 million in
cash.
<PAGE>
(9) Quarterly Financial Information (unaudited)
The following is a summary of quarterly results of operations for 1996
since inception:
<TABLE>
<CAPTION>
(in thousands)
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
<S> <C> <C> <C> <C>
Rental revenue $-- 960 6,215 6,201
=== === ===== =====
Real estate operating income $-- (19) 236 1,310
=== == === =====
Net income $-- (18) 241 1,333
=== == === =====
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
CarrAmerica Realty, L.P.
The Partners
CarrAmerica Realty, L.P.:
We have audited the accompanying balance sheet of
CarrAmerica Realty, L.P. as of December 31, 1996 and
the related statements of operations, partners'
capital, and cash flows for the period from March 6,
1996 (date of inception) to December 31, 1996. These
financial statements are the responsibility of
CarrAmerica Realty, L.P.'s management. Our
responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of CarrAmerica Realty, L.P. as of
December 31, 1996 and the results of its operations
and its cash flows for the period from March 6, 1996
(date of inception) to December 31, 1996, in
conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
Washington, D.C.
June 3, 1997
<PAGE>
CARRAMERICA REALTY, L.P.
Real Estate and Accumulated Depreciation
December 31, 1996
(in thousands)
<TABLE>
<CAPTION>
Gross Amount at Which
Carried at Close of Period
Initial Cost Cost Capitalized --------------------------
-----------------------
Buildings and Subsequent to Buildings and
Properties Encumbrances Land Improvements Acquisition (4) Land Improvements Total
- - ---------- ------------ ---- ------------- --------------- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
Southern California:
South Coast Executive Center $ 10,322 $ 3,324 17,212 31 3,324 17,243 $ 20,567
Southeast Denver:
The Quorum -- 1,299 7,887 90 1,299 7,977 9,276
Quebec Center -- 1,423 5,659 101 1,423 5,760 7,183
Greenwood Center -- 289 6,619 48 289 6,667 6,956
Quebec Court I & II 29,792(2) 2,368 19,819 272 2,368 20,091 22,459
Harlequin Plaza (2) 4,746 21,344 401 4,746 21,745 26,491
Quorum Land -- 484 -- 18 502 -- 502
JD Edwards -- 3,006 3,484 1,995 3,006 5,479 8,485
Austin, Texas:
Balcones -- 949 7,649 38 949 7,687 8,636
Great Hills -- 1,680 13,545 403 1,680 13,948 15,628
Park North -- 1,671 13,471 85 1,671 13,556 15,227
Setting I, II & III -- 1,718 13,854 735 1,718 14,589 16,307
First State Bank 9,630 1,985 19,977 490 1,985 20,467 22,452
Littlefield Complex (1) -- 967 9,736 171 967 9,907 10,874
Norwood Tower -- 851 8,570 268 851 8,838 9,689
Riata - Land -- 10,121 -- 492 10,613 -- 10,613
Setting IV & V - Land -- 1,890 -- 248 2,138 -- 2,138
Dallas, Texas:
Greyhound -- 1,312 7,999 72 1,312 8,071 9,383
Search Plaza -- 1,822 13,362 23 1,822 13,385 15,207
--------- --------- ------- ----- ------ ------- ---------
TOTAL $ 49,744 $ 41,905 190,187 5,981 42,663 195,410 $ 238,073
========= ========= ======= ===== ====== ======= =========
</TABLE>
Accumulated Date of Year of
Depreciation Construction Acquisition
------------ ------------ -----------
Southern California:
South Coast Executive Center -- 1987 1996
Southeast Denver:
The Quorum 171 1975 1996
Quebec Center 111 1985 1996
Greenwood Center 116 1982 1996
Quebec Court I & II 562 1979/1980 1996
Harlequin Plaza 571 1981 1996
Quorum Land -- N/A 1996
JD Edwards -- N/A 1996
Austin, Texas:
Balcones 130 1985 1996
Great Hills 265 1985 1996
Park North 217 1981 1996
Setting I, II & III 282 1985 1996
First State Bank 290 1980/1995 1996
Littlefield Complex (1) 186 1910/1980 1996
Norwood Tower 150 1929/1982 1996
Riata - Land -- N/A 1996
Setting IV & V - Land -- N/A 1996
Dallas, Texas:
Greyhound 34 1962 1996
Search Plaza 19 1985 1996
-----
TOTAL 3,104
=====
- - -----------------------------------
(1) The Partnership owns the improvements on the Property and has a leasehold
interest in all or a portion of the underlying land.
(2) Secured by Quebec Court I & II and Harlequin Plaza.
Depreciation and amortization of the investment in building and improvements
reflected in the statements of operations are calculated over the estimated
lives of the assets as follows:
Base Building 30 years
Building components 7 to 20 years
Tenant improvements Terms of leases or useful lives,
whichever is shorter
Furniture, fixtures and equipment 5 to 15 years
The aggregate cost for federal income tax purposes was approximately
$198,300 (in thousands) at December 31, 1996.
<TABLE>
<CAPTION>
Total Real Accumulated
Estate Assets Depreciated
------------- -----------
1996 1996
---- ----
<S> <C> <C>
Balance, beginning of $ -- Balance, beginning of $ --
period period
Acquisitions 232,092
Improvements 5,981 Depreciation for the 3,104
period
Retirements and write-offs -- Retirements and --
write-offs
$238,073 $3,104
======== ======
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
CarrAmerica Realty, L.P.
The Partners
CarrAmerica Realty, L.P.:
Under date of June 3, 1997, we reported on the
balance sheet of CarrAmerica Realty, L.P. as of
December 31, 1996, and the related statements of
operations, partners' capital, and cash flows for the
period from March 6, 1996 (date of inception) to
December 31, 1996, which are included in this Form
10. In connection with our audit of the
aforementioned financial statements, we also audited
the related financial statement schedule in this Form
10. This financial statement schedule is the
responsibility of CarrAmerica Realty, L.P.'s
management. Our responsibility is to express an
opinion on this financial statement schedule based on
our audit.
In our opinion, this financial statement schedule,
when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
KPMG Peat Marwick LLP
Washington, D.C.
June 3, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, on June 16,
1997.
CARRAMERICA REALTY, L.P.,
a Delaware limited partnership
By: CarrAmerica Realty GP Holdings, Inc.,
its general partner
By: /s/ Brian K. Fields
---------------------------
Brian K. Fields
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No.
-----------
<S> <C>
4.1 Second Amended and Restated Agreement of Limited Partnership of CarrAmerica Realty, L.P. dated as of May
9, 1997 (incorporated by reference to Exhibit 10.1 of CarrAmerica's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997).
10.1 Stockholders Agreement, dated April 30, 1996, by and among Carr Realty Corporation, Carr Realty,
L.P., Security Capital Holdings, S.A. and Security Capital U.S. Realty (incorporated by reference to
Exhibit 2.2 of Security Capital U.S. Realty's Schedule 13D dated April 30, 1996).
10.2 Amended and Restated Credit Agreement, dated August 23, 1996, by and among CarrAmerica Realty
Corporation, CarrAmerica Realty, L.P., Carr Realty, L.P. and Morgan Guaranty Trust Company of New
York (incorporated by reference to Exhibit 10.15 of CarrAmerica's Annual Report on Form 10-K for the
year ended December 31, 1996).
10.3 First Amendment to Amended and Restated Revolving Credit Agreement, dated October 18, 1996, by
and among CarrAmerica Realty Corporation, CarrAmerica Realty, L.P., Carr Realty, L.P., Morgan
Guaranty Trust Company of New York, Commerzbank Aktiengesellschaft, New York Branch,
NationsBank, N.A., Wells Fargo Realty Advisors Funding, Inc. (incorporated by reference to Exhibit
10.1 to CarrAmerica's Current Report on Form 8-K dated and filed October 24, 1996).
21.1 List of Subsidiaries.
27.1 Financial Data Schedule.
99.1 Certificate of Incorporation of CarrAmerica Realty GP Holdings, Inc.
99.2 Bylaws of CarrAmerica Realty GP Holdings, Inc.
99.3 Amendment and Restatement of Articles of Incorporation of CarrAmerica Realty Corporation, as
amended (incorporated by reference to Exhibit 3.1 to CarrAmerica's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996).
99.4 Articles Supplementary of Series A Cumulative Convertible Redeemable Preferred Stock dated October
24, 1996 (incorporated by reference to Exhibit 4.1 of CarrAmerica's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996).
99.5 Second Amendment and Restatement of By-laws of CarrAmerica Realty Corporation (incorporated by
reference to Exhibit 3.1 to CarrAmerica's Current Report on Form 8-K dated and filed February 12,
1997).
99.6 "The Company," pages S-7 through S-12, in CarrAmerica's Prospectus Supplement (to Prospectus dated
March 27, 1997) dated April 14, 1997, filed pursuant to Rule 424(b) of Regulation C under the
Securities Act, relating to CarrAmerica's Registration Statement on Form S-3, File No. 333-22353.
<PAGE>
99.7 "Voting Securities and Principal Holders Thereof," pages 15 through 18, in CarrAmerica's Proxy
Statement dated March 25, 1997, delivered to CarrAmerica's stockholders in connection with the 1997
Annual Meeting of Stockholders.
99.8 "Election of Directors (Proposal 1)," pages 3 through 6, in CarrAmerica's Proxy Statement dated March
25, 1997, delivered to CarrAmerica's stockholders in connection with the 1997 Annual Meeting of
Stockholders.
99.9 "Directors of the Company," pages 4 through 7, from CarrAmerica's Form 10-K for the year ended
December 31, 1996.
99.10 "Executive Officers and Certain Key Employees of the Company," pages 7 through 11, from
CarrAmerica's Annual Report on Form 10-K for the fiscal year ended December 31, 1996.
99.11 "Executive Compensation," pages 9 through 12, in CarrAmerica's Proxy Statement dated March 25,
1997, delivered to CarrAmerica's stockholders in connection with the 1997 Annual Meeting of
Stockholders.
99.12 "Report on Executive Compensation," pages 13 through 14, in CarrAmerica's Proxy Statement dated
March 25, 1997, delivered to CarrAmerica's stockholders in connection with the 1997 Annual Meeting
of Stockholders.
99.13 "Executive Compensation Committee Interlocks and Insider Participation," page 14, in CarrAmerica's
Proxy Statement dated March 25, 1997, delivered to CarrAmerica's stockholders in connection with the
1997 Annual Meeting of Stockholders.
99.14 "Certain Relationships and Related Transactions," page 19, in CarrAmerica's Proxy Statement dated
March 25, 1997, delivered to CarrAmerica's stockholders in connection with the 1997 Annual Meeting
of Stockholders.
</TABLE>
LIST OF SUBSIDIARIES
NONE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CARRAMERICA REALTY, L.P. BALANCE SHEET AS OF DECEMBER 31, 1996 AND FROM
CARRAMERICA REALTY, L.P. STATEMENT OF OPERATIONS FOR THE PERIOD MARCH 6,
1996 (DATE OF INCEPTION) THROUGH DECEMBER 31, 1996.
</LEGEND>
<CIK> 0001040554
<NAME> CARRAMERICA
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> MAR-6-1996<F1>
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1.000
<CASH> 2,478
<SECURITIES> 0
<RECEIVABLES> 1,888
<ALLOWANCES> 0<F2>
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 238,073
<DEPRECIATION> 3,104
<TOTAL-ASSETS> 241,217
<CURRENT-LIABILITIES> 0
<BONDS> 51,744
0
0
<COMMON> 0
<OTHER-SE> 180,933
<TOTAL-LIABILITY-AND-EQUITY> 241,217
<SALES> 0
<TOTAL-REVENUES> 13,405
<CGS> 0
<TOTAL-COSTS> 11,849
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,556
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,556
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,556
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> Date of inception.
<F2> Notes & accounts receivable are presented net of allowance for doubtful
accounts as the allowance is immaterial.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTACTED FROM CARRAMERICA
REALTY, L.P. BALANCE SHEET AS OF MARCH 31, 1997 AND FROM CARRAMERICA REALTY,
L.P. FOR THE THREE MONTHS ENDED MARCH 31, 1997.
</LEGEND>
<CIK> 0001040554
<NAME> CARRAMERICA
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> JAN-1-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> $2,924
<SECURITIES> 0
<RECEIVABLES> 2,439
<ALLOWANCES> 0<F1>
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 313,136
<DEPRECIATION> 5,250
<TOTAL-ASSETS> 315,843
<CURRENT-LIABILITIES> 0
<BONDS> 86,208
0
0
<COMMON> 0
<OTHER-SE> 212,201
<TOTAL-LIABILITY-AND-EQUITY> 315,843
<SALES> 0
<TOTAL-REVENUES> 9,487
<CGS> 0
<TOTAL-COSTS> 7,730
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,757
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,757
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,757
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> Notes & accounts receivable are presented net of allowance for doubtful
accounts
</FN>
</TABLE>
CERTIFICATE OF INCORPORATION
OF
CARRAMERICA REALTY GP HOLDINGS, INC.
1. NAME
The name of this corporation is CarrAmerica Realty GP
Holdings, Inc. (the "Corporation").
2. REGISTERED OFFICE AND AGENT
The registered office of the Corporation shall be located at
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in the
County of New Castle. The registered agent of the Corporation at such address
shall be The Corporation Trust Company.
3. PURPOSE AND POWERS
The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "Delaware General Corporation
Law"). The Corporation shall have all power necessary or helpful to engage in
such acts and activities.
4. CAPITAL STOCK
4.1 Authorized Shares
The aggregate number of shares of common stock (referred to in
this Certificate of Incorporation as "Common Stock") which the Corporation shall
have the authority to issue is One Thousand (1,000), with a par value of one
cent ($0.01) per share. The holders of shares of Common Stock shall be entitled
to receive, in proportion to the number of shares of Common Stock held, the net
assets of the Corporation upon dissolution.
4.2 Voting Rights
Each share of Common Stock shall have one (1) vote on each
matter submitted to a vote of the stockholders of the Corporation.
<PAGE>
5. PREEMPTIVE AND PREFERENTIAL RIGHTS
No holder of shares of any class of stock authorized or issued
pursuant hereto shall have any preemptive or preferential right of subscription
to, or purchase of, any shares of any class of stock of this Corporation, either
now or hereafter authorized, or to the obligations convertible into stock of any
class of this Corporation, other than such rights, if any, as the Board of
Directors in its discretion may from time to time determine, and at such prices
as the Board of Directors may from time to time fix pursuant to the authority
conferred by this Certificate of Incorporation.
6. INCORPORATOR; INITIAL DIRECTORS
6.1. Incorporator
The name and mailing address of the incorporator (the
"Incorporator") is E.L. Kinsler, The Corporation Trust Company, 1209 Orange
Street, Wilmington, Delaware 19801. The powers of the Incorporator shall
terminate upon the filing of this Certificate of Incorporation.
6.2. Initial Directors
The following persons, having the following mailing addresses,
shall serve as the directors of the Corporation until the first annual meeting
of the stockholders of the Corporation or until their successors are elected and
qualified:
NAME MAILING ADDRESS
---- ---------------
Thomas A. Carr 1700 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Brian K. Fields 1700 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Robert G. Stuckey 1700 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
7. BOARD OF DIRECTORS
7.1. Number; Election
The number of directors of the Corporation shall be such
number as from time to time shall be fixed by, or in the manner provided in, the
Bylaws of the
<PAGE>
Corporation, so long as such number shall not be less than one (1) and not more
than fifteen (15); provided, that no change in the number of directors shall
affect the tenure of office of any director. Unless and except to the extent
that the Bylaws of the Corporation shall otherwise require, the election of
directors of the Corporation need not be by written ballot.
7.2. Limitation of Liability
The liability of the directors and officers of the Corporation
to the Corporation and its stockholders for money damages is hereby limited to
the fullest extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law (or its successor), as the same may be amended from time to
time.
8. EXISTENCE
The Corporation shall have perpetual existence.
9. INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law (or its successor), as the
same may be amended from time to time, indemnify any and all directors and
officers of the Corporation from and against any and all of the expenses (and
shall advance expenses to the extent provided for by said section), liabilities
or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.
10. BYLAWS
In furtherance and not in limitation of the powers conferred
by the Delaware General Corporation Law, the Board of Directors, except as
otherwise provided in this Certificate of Incorporation or provisions of the
Bylaws of the Corporation, is expressly authorized and empowered to adopt,
alter, amend and repeal the Bylaws of the Corporation by a vote of a majority of
the Board of Directors.
<PAGE>
11. AMENDMENT
The Corporation reserves the right to amend, alter or repeal
any provision contained in this Certificate of Incorporation upon (i) adoption
by the Board of Directors of a resolution recommending such amendment,
alteration or repeal, (ii) presentation by the Board of Directors of a
resolution at an annual or special meeting of holders of shares of Common Stock,
and (iii) approval of such resolution by the vote of the holders of a majority
of the shares of Common Stock. All rights conferred upon stockholders herein are
subject to this reservation.
IN WITNESS WHEREOF, the undersigned, being the Incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
Delaware General Corporation Law, hereby certifies that the facts hereinabove
stated are truly set forth, and accordingly executes this Certificate of
Incorporation this 24th day of June, 1996.
THE CORPORATION TRUST COMPANY
Incorporator
By: /s/ E.L. Kinsler
------------------
Name: E.L. Kinsler
Title: Incorporated
CARRAMERICA REALTY GP HOLDINGS, INC.
BYLAWS
(adopted as of June 25, 1996)
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE 1. OFFICES............................................................1
ARTICLE 2. STOCKHOLDERS.......................................................1
Section 2.01. Annual Meeting..........................................1
Section 2.02. Special Meetings.........................................1
Section 2.03. Place of Meetings........................................1
Section 2.04. Notice of Stockholder Meetings...........................2
Section 2.05. Fixing of Record Date....................................3
Section 2.06. Quorum...................................................3
Section 2.07. Voting...................................................3
Section 2.08. Presiding Officer of Meetings............................4
Section 2.09. Secretary of Meetings....................................4
Section 2.10. Action in Lieu of Meeting................................4
Section 2.11. Proxies..................................................5
ARTICLE 3. BOARD OF DIRECTORS.................................................5
Section 3.01. Powers...................................................5
Section 3.02. Number; Election; Qualification; Term....................5
Section 3.03. Vacancies................................................5
Section 3.04. Place of Meetings........................................6
Section 3.05. Annual Meeting...........................................6
Section 3.06. Regular Meetings.........................................6
Section 3.07. Special Meetings.........................................6
Section 3.08. Notice of, and Waiver of Notice for, Special
Meetings.................................................6
Section 3.09. Organization.............................................7
Section 3.10. Quorum...................................................7
Section 3.11. Vote.....................................................7
Section 3.12. Action in Lieu of a Meeting..............................8
Section 3.13. Conference Call Meeting..................................8
Section 3.14. Removal of Director......................................8
Section 3.15. Chairman of the Board....................................8
Section 3.16. Compensation.............................................8
Section 3.17. Committees of Directors..................................8
ARTICLE 4. OFFICERS...........................................................9
Section 4.01. Positions................................................9
Section 4.02. Chairman.................................................9
Section 4.03. President................................................10
Section 4.04. Vice President...........................................10
Section 4.05. Secretary................................................10
Section 4.06. Assistant Secretary......................................10
<PAGE>
Section 4.07. Treasurer................................................10
Section 4.08. Assistant Treasurer......................................11
Section 4.09. Term of Office...........................................11
Section 4.10. Compensation.............................................11
Section 4.11. Fidelity Bonds...........................................11
ARTICLE 5. CAPITAL STOCK......................................................11
Section 5.01. Certificates of Stock....................................11
Section 5.02. Transfer of Stock........................................12
Section 5.03. Ownership of Stock.......................................12
Section 5.04. Lost Certificates........................................12
ARTICLE 6. MISCELLANEOUS......................................................13
Section 6.01. Corporate Seal...........................................13
Section 6.02. Fiscal Year..............................................13
Section 6.03. Insurance................................................13
Section 6.04. Inspection of Books and Records..........................13
ARTICLE 7. INDEMNIFICATION; TRANSACTIONS WITH INTERESTED
PERSONS...........................................................14
Section 7.01. Indemnification..........................................14
Section 7.02. Transactions With Interested Persons.....................14
ARTICLE 8. AMENDMENT..........................................................14
<PAGE>
CARRAMERICA REALTY GP HOLDINGS, INC.
BYLAWS
(adopted as of June 25, 1996)
ARTICLE 1.
OFFICES
The Corporation shall maintain a registered office in the
State of Delaware as required by law. The initial registered office of the
Corporation shall be in Wilmington, Delaware, and the initial registered agent
shall be The Corporation Trust Company. The Corporation may also have offices at
such other places, within or without the State of Delaware, as the business of
the Corporation may require.
ARTICLE 2.
STOCKHOLDERS
Section 2.01. Annual Meeting.
The annual meeting of stockholders shall be held on such date
and at such time as determined by the Board of Directors. At each annual
meeting, stockholders entitled to vote at an election of directors shall elect
the members of the Board of Directors and transact such other business as may be
properly brought before the meeting.
Section 2.02. Special Meetings.
Special meetings of stockholders for any purpose or purposes,
described in the meeting notice, may be called by the President and shall be
called by the President or the Secretary at the request in writing of a majority
of the directors or of the holders of twenty-five percent (25%) or more of the
issued and outstanding shares of Common Stock of the Corporation entitled to be
voted at the meeting. Such a request shall state the purpose or purposes of the
proposed meeting.
Section 2.03. Place of Meetings.
Meetings of stockholders shall be held at such place, within
or without the State of Delaware, as designated by the Board of Directors.
<PAGE>
Section 2.04. Notice of Stockholder Meetings.
(a) Required Notice. Written notice stating the place, day and
hour of any annual or special stockholder meeting shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, or other
persons calling the meeting, to each stockholder of record entitled to vote at
such meeting and to any other stockholder entitled by the Delaware General
Corporation Law or the Corporation's Certificate of Incorporation to receive
notice of the meeting. Notice shall be deemed to be effective at the earlier of:
(1) when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the record of the Corporation, (2)
on the date shown on the return receipt if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on behalf of the
addressee, (3) when received, or (4) five (5) days after deposit in the United
States mail, if mailed postpaid and correctly addressed to an address other than
that shown in the Corporation's current record of stockholders.
(b) Adjourned Meeting. If any stockholder meeting is adjourned
to a different date, time, or place, notice need not be given of the new date,
time, and place, if the new date, time, and place is announced at the meeting
before adjournment. But if the adjournment is for more than thirty (30) days or
if after the adjournment a new record date is or must be fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
entitled to vote at the meeting, pursuant to the requirements of Section 2.04(a)
above.
(c) Waiver of Notice. A stockholder may waive notice of the
meeting (or any notice required by the Delaware General Corporation Law, the
Corporation's Certificate of Incorporation, or these Bylaws), by a writing
signed by the stockholder entitled to the notice, which is delivered to the
Corporation (either before or after the date and time stated in the notice) for
inclusion in the minutes or filing with the corporate records.
A stockholder's attendance at a meeting:
(1) waives objection to lack of notice or
defective notice of the meeting unless the
stockholder attends a meeting for the
express purpose of objecting at the
beginning of the meeting to the transaction
of any business because the meeting is not
lawfully called or convened; and
(2) waives objection to consideration of a
particular matter at the meeting that is not
within the purpose or purposes described in
the meeting notice, unless the stockholder
objects to considering the matter when it is
presented.
<PAGE>
(d) Contents of Notice. The notice of each special stockholder
meeting shall include a description of the purpose or purposes for which the
meeting is called. Except as provided in this Section 2.04(d), or as provided in
the Corporation's Certificate of Incorporation, or otherwise in the Delaware
General Corporation Law, the notice of an annual stockholder meeting need not
include a description of the purpose or purposes for which the meeting is
called.
Section 2.05. Fixing of Record Date.
The President may fix, in advance, a record date not less than
ten (10) nor more than sixty (60) days before the date of any meeting of the
stockholders or any adjournment thereof. All persons who were holders of record
of shares at such time, and no others, shall be entitled to vote at such meeting
and any adjournment thereof.
Section 2.06. Quorum.
Stockholders may take action on a matter at a meeting only if
a quorum exists with respect to that matter. Except as otherwise provided by
statute or by the Corporation's Certificate of Incorporation, the holders of a
majority of the stock issued and outstanding and entitled to vote at the
meeting, and who are present in person or represented by proxy, shall constitute
a quorum at all meetings of the stockholders for the transaction of business.
Once a share is represented for any purpose at a meeting (other than solely to
object (1) to holding the meeting or transacting business at the meeting, or (2)
(if it is a special meeting) to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice), it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for the adjourned meeting. If less than a quorum is present, the
holders of a majority of the voting shares whose holders are so present or
represented may from time to time adjourn the meeting to another place, date, or
hour until a quorum is present, whereupon the meeting may be held, as adjourned,
without further notice except as required by law or by Section 2.04 hereof. At
the adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the original
meeting.
Section 2.07. Voting.
When a quorum is present at a meeting of the stockholders, the
vote of the holders of a majority of the shares of Common Stock entitled to be
voted whose holders are present in person or represented by proxy shall decide
any question brought before the meeting, unless the question is one upon which,
by express provision of law or of the Corporation's Certificate of Incorporation
or of these
<PAGE>
Bylaws, a different vote is required. Unless otherwise provided in the Delaware
General Corporation Law or in the Corporation's Certificate of Incorporation,
each stockholder shall at a meeting of the stockholders be entitled to one (1)
vote on each matter, in person or by proxy, for each share of the Corporation's
capital stock that has voting power and that is held by such stockholder. At a
meeting of the stockholders, all questions relating to the qualifications of
voters, the validity of proxies, and the acceptance or rejection of votes shall
be decided by the presiding officer of the meeting.
Section 2.08. Presiding Officer of Meetings.
The President shall preside at all meetings of the
stockholders. In the absence of the President, the presiding officer shall be
such person as is designated by the President or, absent such designation, such
person as is elected by vote of the holders of a majority of the shares of
Common Stock entitled to vote at such meeting whose holders are present in
person or represented by proxy at the meeting.
Section 2.09. Secretary of Meetings.
The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders. In the absence of the Secretary, the presiding
officer of the meeting shall appoint any other person to act as secretary of the
meeting.
Section 2.10. Action in Lieu of Meeting.
Any action required or permitted to be taken at a
stockholders' meeting may be taken without a meeting if the action is taken by
persons who would be entitled to vote at a meeting and who hold shares having
voting power to cast not less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting at which all stockholders
entitled to vote were present and voted. The action must be evidenced by one (1)
or more written consents describing the action taken, signed by the stockholders
entitled to take action without a meeting, and delivered to the Corporation for
inclusion in the minute book. No consent shall be effective to take the
corporate action specified unless the number of consents required to take such
action are delivered to the Corporation within sixty (60) days of the delivery
of the earliest-dated consent. All stockholders entitled to vote on the record
date of such written consent who do not participate in taking the action shall
be given prompt written notice thereof in accordance with the Delaware General
Corporation Law.
<PAGE>
Section 2.11. Proxies.
At all meetings of stockholders, a stockholder may vote in
person, or vote by proxy which is executed in writing by the stockholder or
which is executed by his duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the Corporation or other persons authorized to
tabulate votes before or at the time of the meeting. No proxy shall be valid
after three (3) years from the date of its execution unless the proxy provides
for a longer period.
ARTICLE 3.
BOARD OF DIRECTORS
Section 3.01. Powers.
The business of the Corporation shall be managed by or under
the direction of the Board of Directors, which may exercise all such powers of
the Corporation and do all such lawful acts and things, subject to any
limitation set forth in the Corporation's Certificate of Incorporation, these
Bylaws or agreements among stockholders which are otherwise lawful.
Section 3.02. Number; Election; Qualification; Term.
(a) The number of directors which shall constitute the whole
board shall not be fewer than one (1) nor more than fifteen (15). The first
board shall consist of three (3) members. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
Board of Directors.
(b) The Board of Directors shall nominate candidates to stand
for election as directors; and other candidates also may be nominated by any
Corporation stockholder entitled to vote at an election of directors, provided
such other nomination(s) are submitted in writing to the Secretary of the
Corporation no later than ninety (90) days prior to the meeting of stockholders
at which such directors are to be elected, together with the identity of the
nominator and the number of shares of the Corporation's stock owned, directly or
indirectly, by the nominator. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 3.03 hereof, and each
director elected shall hold office until such director's successor is elected
and qualified or until the director's earlier resignation or removal. Directors
need not be stockholders.
Section 3.03. Vacancies.
Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by the stockholders
entitled to vote at an election of directors or by a majority of the directors
then in office,
<PAGE>
although fewer than a quorum, or by a sole remaining director. Each director so
chosen shall hold office until the next election of directors, and until such
director's successor is elected and qualified, or until the director's earlier
resignation or removal. In the event that one (1) or more directors resigns from
the board, effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office until the next election of directors, and until such director's successor
is elected and qualified, or until the director's earlier resignation or
removal.
Section 3.04. Place of Meetings.
Any meeting of the Board of Directors may be held either
within or without the State of Delaware.
Section 3.05. Annual Meeting.
There shall be an annual meeting of the Board of Directors for
the transaction of such business as may be brought before the meeting. The
annual meeting of the Board shall be held immediately following the annual
meeting of the stockholders or any adjournment thereof, at the place where the
annual meeting of the stockholders was held or at such other place as a majority
of the directors who are then present determine. If the annual meeting is not so
held, it shall be called and held in the manner provided herein for special
meetings of the Board or conducted pursuant to Section 3.12.
Section 3.06. Regular Meetings.
Regular meetings of the Board of Directors, other than the
annual meeting, may be held without notice at such times and places as the Board
may have fixed by resolution.
Section 3.07. Special Meetings.
Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President and shall be called on the written
request of any director.
Section 3.08. Notice of, and Waiver of Notice for, Special Meetings.
Unless the Corporation's Certificate of Incorporation provides
for a longer or shorter period, notice of any special director meeting shall be
given at least three (3) days prior thereto either orally or in writing. The
notice need not
<PAGE>
describe the purpose of any special director meeting. If mailed, notice of any
director meeting shall be deemed to be effective at the earlier of: (i) when
received, (ii) five (5) days after deposited in the United States mail, postage
prepaid, addressed to the director's business office, or (iii) the date shown on
the return receipt if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the director. Any
director may waive notice of any meeting. Except as provided in the next
sentence, the waiver must be in writing, signed by the director entitled to the
notice, and filed with the minutes or corporate records. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business and at the beginning of the meeting (or
promptly upon his arrival) objects to holding the meeting or transacting
business at the meeting, and does not thereafter vote for or assent to action
taken at the meeting.
Section 3.09. Organization.
Every meeting of the Board of Directors shall be presided over
by the Chairman of the Board or in his absence by the President. In the absence
of the Chairman of the Board and the President, a presiding officer shall be
chosen by a majority of the directors present. The Secretary of the Corporation
shall act as secretary of the meeting. In the absence of the Secretary, the
presiding officer shall appoint another person to act as secretary of the
meeting.
Section 3.10. Quorum.
The presence of a majority or more of the number of directors
fixed by Section 3.02(a) shall be necessary to constitute a quorum for the
transaction of business at a meeting of the Board of Directors. If less than a
quorum is present, a majority of the directors present may from time to time
adjourn the meeting to another time or place until a quorum is present,
whereupon the meeting may be held, as adjourned, without further notice.
Section 3.11. Vote.
The act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by law, by the Corporation's Certificate
of Incorporation, or by these Bylaws. Where a vote of the directors present
results in a tie, the action proposed shall not constitute an act of the Board
of Directors.
<PAGE>
Section 3.12. Action in Lieu of a Meeting.
Any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all directors consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board or
committee.
Section 3.13. Conference Call Meeting.
Members of the Board of Directors or of any committee thereof
may participate in a meeting of the Board or committee, as the case may be, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
Section 3.14. Removal of Director.
Subject to any agreement among the stockholders to the
contrary, any director or the entire Board of Directors may be removed by the
holders of a majority of shares of Common Stock then entitled to vote at an
election of directors but only if cause exists for the removal. For purposes of
this Section 3.14, "cause" shall mean the willful and continuous failure of a
director to substantially perform such director's duties to the Corporation
(other than any such failure resulting from temporary incapacity due to physical
or mental illness) or the willful engaging by a director in gross misconduct
materially and demonstrably injurious to the Corporation.
Section 3.15. Chairman of the Board.
The Board of Directors may choose a Chairman of the Board who
shall, if present, preside at meetings of the Board and of the stockholders. The
Chairman of the Board may be an officer of the Corporation elected pursuant to
Article 4.
Section 3.16. Compensation.
Unless otherwise provided in the Corporation's Certificate of
Incorporation, no director shall receive compensation for services to the
Corporation in his capacity as a director. Officers of the Corporation or of any
stockholder of the Corporation will not be paid director fees.
Section 3.17. Committees of Directors.
The Board of Directors may by resolution create one (1) or
more committees and appoint members of the Board of Directors to serve on the
<PAGE>
committees at the pleasure of the Board of Directors. To the extent specified in
a resolution adopted by the Board of Directors, each committee may exercise the
full authority of the Board of Directors, except as limited by Section 141 (or
any successor section) of the Delaware General Corporation Law. All provisions
of the Delaware General Corporation Law and these Bylaws relating to meetings,
action without meetings, notice (and waiver thereof), and quorum and voting
requirements of the Board of Directors apply, as well, to such committees and
their members.
ARTICLE 4.
OFFICERS
Section 4.01. Positions.
The officers of the Corporation shall be a Chairman, a
President, a Secretary and a Treasurer, and such other officers as the Board of
Directors (or an officer authorized by the Board of Directors) from time to time
may appoint, including one (1) or more Vice Chairmen, Vice Presidents, Assistant
Secretaries and Assistant Treasurers. Each such officer shall exercise such
powers and perform such duties as shall be set forth below and such other powers
and duties as from time to time may be specified by the Board of Directors or by
any officer(s) authorized by the Board of Directors to prescribe the duties of
such other officers. Any number of offices may be held by the same person,
except that in no event shall the President and the Secretary be the same
person. Each of the Chairman, President, and/or any Vice President may execute
bonds, mortgages and other documents under the seal of the Corporation, except
where required or permitted by law to be otherwise executed and except where the
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.
Section 4.02. Chairman.
The Chairman shall be the chief executive officer of the
Corporation, shall have overall responsibility and authority for management of
the operations of the Corporation (subject to the authority of the Board of
Directors), shall (when present) preside at all meetings of the Board of
Directors and stockholders, and shall ensure that all orders and resolutions of
the Board of Directors and stockholders are carried into effect. The Chairman
may execute bonds, mortgages and other contracts, under the seal of the
Corporation, if required, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.
<PAGE>
Section 4.03. President.
The President shall be the chief operating officer of the
Corporation and shall have full responsibility and authority for management of
the day-to-day operations of the Corporation, subject to the authority of the
Board of Directors and Chairman. The President may execute bonds, mortgages and
other contracts, under the seal of the Corporation, if required, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.
Section 4.04. Vice President.
In the absence of the President, or in the event of the
President's inability or refusal to act, the Vice President or if there shall be
more than one (1), the Vice Presidents in the order determined by the Board of
Directors (or if there shall have been no such determination, then in the order
of their election) shall perform the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
President. Each Vice President shall perform such other duties as may be
determined from time to time by the Board of Directors or the President.
Section 4.05. Secretary.
The Secretary shall have responsibility for preparation of
minutes of meetings of the Board of Directors and of the stockholders and for
authenticating records of the Corporation. The Secretary shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of the
Board of Directors. The Secretary or an Assistant Secretary may also attest all
instruments signed by any other officer of the Corporation.
Section 4.06. Assistant Secretary.
The Assistant Secretary, or, if there shall be more than one
(1), the Assistant Secretaries in the order determined by the Board of Directors
(or if there shall have been no such determination, then in the order of their
election), shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary.
Section 4.07. Treasurer.
The Treasurer shall be the chief financial officer of the
Corporation and shall have responsibility for the custody of the corporate funds
and securities and shall see to it that full and accurate accounts of receipts
and disbursements are
<PAGE>
kept in books belonging to the Corporation. The Treasurer shall render to the
Chairman, the President, and the Board of Directors, upon request, an account of
all financial transactions and of the financial condition of the Corporation.
Section 4.08. Assistant Treasurer.
The Assistant Treasurer, or if there shall be more than one
(1), the Assistant Treasurers in the order determined by the Board of Directors
(or if there shall have been no such determination, then in the order of their
election), shall, in the absence of the Treasurer or in the event of the
Treasurer's inability or refusal to act, perform the duties and exercise the
powers of the Treasurer.
Section 4.09. Term of Office.
The officers of the Corporation shall hold office until their
successors are chosen and qualify or until their earlier resignation or removal.
Any officer may resign at any time upon written notice to the Corporation. Any
officer elected or appointed by the Board of Directors may be removed at any
time, with or without cause, by the affirmative vote of a majority of the Board
of Directors.
Section 4.10. Compensation.
The compensation of officers of the Corporation shall be fixed
by the Board of Directors or by any officer(s) authorized by the Board of
Directors to prescribe the compensation of such other officers.
Section 4.11. Fidelity Bonds.
The Corporation may secure the fidelity of any or all of its
officers or agents by bond or otherwise.
ARTICLE 5.
CAPITAL STOCK
Section 5.01. Certificates of Stock.
Certificates for shares of capital stock of the Corporation
shall be in such form as the Board of Directors may from time to time prescribe
and shall be signed by the President or a Vice President and by the Secretary or
the Treasurer. Any or each of the signatures on a stock certificate, including
that of any transfer agent or registrar, may be a facsimile. If any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate has ceased to be such officer, transfer agent, or
registrar before the certificate is issued,
<PAGE>
the certificate may be issued by the Corporation with the same effect as if the
officer, transfer agent, or registrar were the officer, transfer agent, or
registrar at the date of issuance.
Section 5.02. Transfer of Stock.
Subject to restrictions provided in the Corporation's
Certificate of Incorporation and any agreement among the stockholders, shares of
stock of the Corporation shall be transferable on the books of the Corporation
only by the holder of record thereof, in person or by duly authorized attorney,
upon surrender and cancellation of a certificate or certificates for a like
number of shares, with an assignment or power of transfer endorsed thereon or
delivered therewith, duly executed, and with such proof of the authenticity of
the signature and of authority to transfer, and of payment of transfer taxes, as
the Corporation or its agents may require.
Section 5.03. Ownership of Stock.
The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the owner thereof in fact and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it has express
or other notice thereof, except as otherwise expressly provided by law.
Section 5.04. Lost Certificates.
The Board of Directors, Chairman, President or Secretary may
direct a new certificate of stock to be issued in place of any certificate
theretofore issued by the Corporation and alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
that the certificate of stock has been lost, stolen or destroyed. When
authorizing such issuance of a new certificate, the board or any such officer
may, as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or such owner's legal
representative, to advertise the same in such manner as the board or such
officer shall require and/or to give the Corporation a bond, in such sum as the
board or such officer may direct, as indemnity against any claim that may be
made against the Corporation on account of the certificate alleged to have been
lost, stolen or destroyed or on account of the issuance of such new certificate
or uncertificated shares.
<PAGE>
ARTICLE 6.
MISCELLANEOUS
Section 6.01. Corporate Seal.
The seal of the Corporation shall be circular in form and
shall contain the name of the Corporation, the year of incorporation, and the
word "Delaware."
Section 6.02. Fiscal Year.
The fiscal year of the Corporation shall be the calendar year.
Section 6.03. Insurance.
The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation (or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise)
against liability asserted against or incurred by such person in such capacity
or arising from such person's status as such (whether or not the Corporation
would have the power to indemnify such person against the same liability).
Section 6.04. Inspection of Books and Records.
Any stockholder, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
Corporation's stock ledger, a list of its stockholders, and its other books and
records, and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agent to
so act on behalf of the stockholder. The demand under oath shall be directed to
the Corporation at its registered office or at its principal place of business.
<PAGE>
ARTICLE 7.
INDEMNIFICATION; TRANSACTIONS
WITH INTERESTED PERSONS
Section 7.01. Indemnification.
The Corporation shall, to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law, as the same may be amended
and supplemented (the "DGCL"), indemnify any and all directors and officers of
the Corporation from and against any and all of the expenses (and shall advance
expenses to the extent provided for by Section 145(e) of the DGCL), liabilities
or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under the Corporation's
Certificate of Incorporation or any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
Section 7.02. Transactions With Interested Persons.
No contract or transaction between the Corporation and any of
its directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which any of its directors or
officers is a director or officer or has a financial interest, shall be void or
voidable solely for that reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or a
committee thereof at which the contract or transaction is authorized or solely
because his vote is counted for such purpose, if the contract or transaction is
fair and reasonable as to the Corporation as of the time it is authorized,
approved, or ratified by the Board of Directors, a committee thereof, or the
stockholders.
ARTICLE 8.
AMENDMENT
Except as otherwise provided in the Corporation's Certificate
of Incorporation or provisions of these Bylaws, these Bylaws may be adopted,
altered, amended or repealed by the Board of Directors or by a majority vote of
holders of shares of Common Stock then entitled to vote.
* * * * *
<PAGE>
The undersigned, being the Secretary of CarrAmerica Realty GP
Holdings, Inc. hereby certifies the foregoing to be the Bylaws of the
Corporation adopted by the Board of Directors of the Corporation as of the
25th day of June, 1996.
/s/ Andrea F. Bradley
--------------------
Andrea F. Bradley
Secretary
