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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): February 23, 1998
CarrAmerica Realty, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 000-22741 52-1976308
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
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(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 624-7500
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<PAGE>
FORM 8-K
ITEM 1. Changes in Control of Registrant.
Not applicable.
ITEM 2. Acquisition or Disposition of Assets.
Not applicable.
ITEM 3. Bankruptcy or Receivership.
Not applicable.
ITEM 4. Changes in Registrant's Certifying Accountant.
Not applicable.
ITEM 5. Other Events.
Attached hereto as Exhibit 99.1 are Historical Summaries of Operating
Revenue and Expenses for the nine months ended September 30, 1997 (unaudited)
and the year ended December 31, 1996 with accompanying notes and Independent
Auditors' Report for Tower of the Hills in accordance with Rule 3-14 of
Regulation S-X.
ITEM 6. Resignations of Registrant's Directors.
Not applicable.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements.
Attached hereto as Exhibit 99.1 are Historical Summaries of Operating
Revenue and Expenses for the nine months ended September 30, 1997 (unaudited)
and the year ended December 31, 1996 with accompanying notes and Independent
Auditors' Report for Tower of the Hills.
(b) Exhibits.
<PAGE>
Exhibit
Number
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99.1 Financial Statements.
Historical Summaries of Operating Revenue
and Expenses for the nine months ended
September 30, 1997 (unaudited) and the year
ended December 31, 1996 with accompanying
notes and Independent Auditors' Report for
Tower of the Hills.
ITEM 8. Change in Fiscal Year.
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereto duly authorized.
Date: February 23, 1998
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings, Inc.,
its general partner
By: /s/ Brian K. Fields
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Brian K. Fields
CFO, Treasurer and Vice President
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EXHIBIT INDEX
Exhibit
Number
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99.1 Financial Statements.
Historical Summaries of Operating Revenue and Expenses for the nine
months ended September 30, 1997 (unaudited) and the year ended December
31, 1996 with accompanying notes and Independent Auditors' Report for
Tower of the Hills.
EXHIBIT 99.1
TOWER OF THE HILLS
Historical Summaries
of Operating Revenue and Expenses
Nine Months Ended September 30, 1997 (Unaudited)
and Year Ended December 31, 1996
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
The Board of Directors
CarrAmerica Realty Limited Partnership:
We have audited the accompanying historical summary of operating revenue and
expenses, as defined in note 2(a), of Tower of the Hills for the year ended
December 31, 1996. This historical summary is the responsibility of the
management of Tower of the Hills. Our responsibility is to express an opinion on
the historical summary 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 historical summary is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the historical summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the historical summary. We believe
that our audit provides a reasonable basis for our opinion.
The accompanying historical summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and is
not intended to be a complete presentation of the revenue and expenses of Tower
of the Hills.
In our opinion, the historical summary referred to above presents fairly, in all
material respects, the operating revenue and expenses described in note 2(a) of
Tower of the Hills for the year ended December 31, 1996, in conformity with
generally accepted accounting principles.
KPMG Peat Marwick LLP
Washington, DC
February 20, 1998
<PAGE>
TOWER OF THE HILLS
Historical Summaries of Operating Revenue and Expenses
For the nine months ended September 30, 1997 (unaudited)
and the year ended December 31, 1996
(dollars in thousands)
<TABLE>
<CAPTION>
Nine months Year
ended ended
September 30, December 31,
1997 1996
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<S> <C> <C>
Operating revenue - Building rental $2,296 2,884
Operating expenses:
Repairs & maintenance 158 258
Utilities 278 392
Real estate taxes 227 307
Insurance 16 21
Management fees 47 63
Operating services 190 251
Administrative 110 148
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Total operating expenses 1,026 1,440
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Operating revenue in excess of operating expenses $1,270 1,444
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</TABLE>
See accompanying notes to historical summaries of operating revenue and
expenses.
<PAGE>
TOWER OF THE HILLS
Notes to Historical Summaries of Operating Revenue and Expenses
For the nine months ended September 30, 1997 (unaudited)
and the year ended December 31, 1996
(dollars in thousands)
(1) Description of the Property
Tower of the Hills (the Buildings) consists of two buildings located in
Austin, Texas. The Buildings contain approximately 175,000 square feet of
leasable office space. As of September 30, 1997, the Buildings were
approximately 98% leased.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying historical summaries of operating revenue and
expenses are not representative of the actual operations for the
periods presented, as certain revenue and expenses, which may not
be comparable to those expected to be incurred by CarrAmerica
Realty Limited Partnership in the proposed future operations of
the Buildings, have been excluded. Interest income has been
excluded from revenue, and interest, depreciation and
amortization, and other costs not directly related to the future
operations of the Buildings have been excluded from expenses.
Management is not aware of any other material factors that would
cause the historical summaries of operating revenue and expenses
to not be indicative of the future operating results of the
Buildings.
(b) Revenue Recognition
Revenue from rental operations is recognized straight-line over
the terms of the respective leases.
(c) Interim Unaudited Financial Information
The accompanying unaudited financial information for the nine
months ended September 30, 1997 has been prepared consistent with
the rules and regulations of the Securities and Exchange
Commission governing the preparation of the amounts for the year
ended December 31, 1996. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations,
although management believes that the disclosures are adequate to
make the information presented not misleading. In the opinion of
management, all adjustments, consisting only of normal recurring
accruals, necessary to present fairly the historical summary of
operating revenue and expenses for the nine months ended September
30, 1997, have been included. The results of operations for the
nine-month period ended September 30, 1997 are not necessarily
indicative of the results for the full year.
(3) Rental Revenue
Minimum future rentals (excluding modifications and renewal options) on
noncancelable leases are as follows for the years ending December 31 (in
thousands):
(Continued)
<PAGE>
TOWER OF THE HILLS
Notes to Historical Summaries of Operating Revenue and Expenses
(dollars in thousands)
<TABLE>
<S> <C>
1997 $ 2,370
1998 2,205
1999 2,134
2000 2,004
2001 1,770
Thereafter 3,882
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$14,365
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</TABLE>
(4) Pro Forma Taxable Operating Results and Cash Available from Operations
(Unaudited)
The unaudited pro forma table reflects the taxable operating results and
cash available from operations of the Buildings for the 12 months ended
September 30, 1997, as adjusted for certain items which can be factually
supported. For purposes of presenting pro forma net taxable operating
income, revenue is recognized when it is either collectible under the
lease terms or collected. Tax depreciation for the buildings is computed
on the modified accelerated cost recovery system method over a 39-year
life. This statement does not purport to forecast actual operating
results for any period in the future.
<TABLE>
<S> <C>
Pro forma net operating income (exclusive of
depreciation and amortization expense) $1,970
Less estimated depreciation and amortization expense 346
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Pro forma taxable operating income $1,624
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Pro forma cash available from operations $1,970
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</TABLE>
