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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20543
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) August 17, 2000
Commission File No. 000-22741
CARRAMERICA REALTY, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 52-1976308
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1850 K Street, N.W., Washington, D.C. 20006
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(Address or principal executive office) (Zip code)
Registrant's telephone number, including area code: (202) 729-7500
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CarrAmerica Realty Corporation
Form 8-K
Item 2: Disposition of Assets
On August 17, 2000, CarrAmerica Realty, L.P. (the Company) was party
to a joint venture transaction with the New York State Teachers
Retirement System (NYSTRS). At closing, the Company and certain of its
affiliates contributed properties to Carr Office Park, L.L.C. (the
Joint Venture), a newly formed joint venture and NYSTRS contributed
cash of approximately $255.1 million. The Joint Venture encompasses
five premium-quality suburban office parks in four high-growth markets
(Chicago, Austin, Dallas, and Denver) totaling more than 2.5 million
square feet of stabilized properties, 461,000 square feet of office
projects now under development and land that can support approximately
1.5 million square feet of office space.
The Company received approximately $107.0 million of cash, which
included payment on an intercompany obligation, and a 20% interest in
the Joint Venture in exchange for the properties. The Company
contributed land and buildings in Austin, Denver and Dallas. The
Company will use the cash received from the Joint Venture to repay
outstanding indebtedness and for other general corporate purposes.
Certain statements in this filing constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 (the "Reform Act"). Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance, achievements or
transactions of the Company and its affiliates or industry results to
be materially different from any future results, performance,
achievements or transactions expressed or implied by such forward-
looking statements. Such factors include, among others, the following:
national and local economic, business and real estate conditions that
will, among other things, affect demand for office properties,
availability and creditworthiness of tenants, the level of lease rents
and the availability of financing for both tenants and the Company,
adverse changes in the real estate markets including, among other
things, competition with other companies, risks of real estate
acquisition and development (including the failure of pending
acquisitions to close and pending developments to be completed on time
and within budget), actions, strategies and performance of affiliates
that the Company may not control, governmental action
Item 7: (b) Pro forma financial information:
The following unaudited pro forma financial statements are based on
the consolidated financial statements of the Company. These
statements reflect how the consolidated balance sheet of the Company
might have appeared at June 30, 2000 if the contribution of properties
to the Joint Venture and related transactions had occurred at that
date and how the consolidated statements of continuing operations of
the Company for the six months ended June 30, 2000 and the year ended
December 31, 1999 might have appeared if the contribution and related
transactions had been consummated at the beginning of each period.
These unaudited pro forma condensed financial statements are not
necessarily indicative of the results of operations or financial
position of the Company that would have occurred had the contribution
of properties and related transactions occurred at the beginning of
the periods presented or on the date indicated, nor
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are they necessarily indicative of the future results of operations or
financial position of the Company.
These unaudited pro forma condensed financial statements should be
read in conjunction with the audited consolidated financial statements
of the Company included in its Form 10-K for the year ended December
31, 1999 and the unaudited consolidated financial statements of the
Company included in its Form 10-Q for the six months ended June 30,
2000. The unaudited pro forma adjustments are based upon this
financial information and certain other assumptions included in the
notes to the unaudited pro forma condensed consolidated financial
statements.
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CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Pro Forma Condensed Consolidated Balance Sheet As Of June 30, 2000
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<TABLE>
<CAPTION>
Proforma Proforma
(In thousands) June 30, 2000 Adjustments June 30, 2000
--------------- --------------- ---------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Assets
Rental property, net of accumulated depreciation $ 715,088 (132,309) 1 $ 582,779
Land held for development 9,365 (5,015) 1 4,350
Construction in progress 27,356 (8,032) 1 19,324
Cash and cash equivalents 8,223 - 8,223
Restricted cash and cash equivalent 2,051 - 2,051
Accounts and notes receivable 20,984 - 20,984
Investments 13,292 71,348 4 84,640
Accrued straight-line rents 12,220 (1,717) 1 10,503
Tenant leasing costs, net 16,555 (6,082) 1 10,473
Deferred financing costs, net 256 - 256
Prepaid expenses and other assets, net 612 - 612
---------- ------------- --------------
$ 826,002 (81,807) $ 744,195
========== ============= ==============
Liabilities and Partners' Capital
Liabilities:
Mortgages and notes payable $ 231,144 (107,018) 2 $ 124,126
Accounts payable and accrued expenses 12,175 - 12,175
Due to affiliates 104,316 5,937 5 110,253
Rent received in advance and security deposits 6,856 - 6,856
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Total liabilities 354,491 (101,081) 253,410
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Partners' Capital
General partner 4,783 1,927 3 6,710
Limited partners 466,728 17,347 3 484,075
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Total partners' capital 471,511 19,274 490,785
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Commitments and contingencies $ 826,002 (81,807) $ 744,195
========== ============= ==============
</TABLE>
See accompanying notes to condensed consolidated balance sheet.
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NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
1. Eliminate book value of assets contributed to Joint Venture.
2. Record paydown of debt with proceeds from contribution of properties to
Joint Venture.
3. Record gain on contribution of properties.
4. Record investment in Joint Venture.
5. Record receipt of intercompany note receivable (due from affiliates has
been netted with due to affiliates).
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CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Pro Forma Condensed Consolidated Statement of Continuing Operations for the Year
Ended December 31, 1999
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<TABLE>
<CAPTION>
Proforma
Year Year
(Amounts in thousands) Ended Proforma Ended
December 31, 1999 Adjustments December 31, 1999
----------------- --------------- -------------------
(unaudited)
<S> <C> <C> <C>
Revenues:
Rental income: $ 123,500 (22,481) 1 $ 101,019
Real estate service revenue 3,830 - 3,830
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Total operating revenues 127,330 (22,481) 104,849
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Operating expenses:
Property expenses:
Operating expenses 29,427 (4,578) 1 24,849
Real estate taxes 11,917 (2,020) 1 9,897
Interest expense 20,545 (6,225) 2 14,320
General and administrative 6,239 (465) 1 5,774
Depreciation and amortization 32,820 (8,563) 1 24,257
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Total operating expenses 100,948 (21,851) 79,097
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Real estate operating income 26,382 (630) 25,752
Other operating income:
Interest Income 1,620 (26) 1 1,594
Equity in earnings of unconsolidated
partnerships 8 1,376 1,384
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Total other operating income 1,628 1,350 2,978
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Net income before gain on sale of assets 28,010 720 28,730
Gain on sale of assets 3,804 - 3,804
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Net income $ 31,814 720 $ 32,534
============== =========== =================
Net income attributable to general partner $ 318 7 $ 325
============== =========== =================
Net income attributable to limited partners $ 31,496 713 $ 32,209
============== =========== =================
</TABLE>
See accompanying notes to condensed consolidated statements of continuing
operations.
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CARRAMERICA REALTY, L.P. AND SUBSIDIARY
Pro Forma Condensed Consolidated Statement of Continuing Operations for the Six
Months Ended June 30, 2000
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<TABLE>
<CAPTION>
Proforma
Six Months Six Months
(Amounts in thousands) Ended Proforma Ended
June 30, 2000 Adjustments June 30, 2000
--------------- --------------- ---------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Revenues:
Rental income: $ 67,574 (14,507) 1 $ 53,067
Other revenue 1,966 - 1,966
--------------- --------------- ---------------
Total operating revenues 69,540 (14,507) 55,033
--------------- --------------- ---------------
Operating expenses:
Property expenses:
Operating expenses 15,190 (3,124) 1 12,066
Real estate taxes 6,782 (1,960) 1 4,822
Interest expense 13,017 (3,896) 2 9,121
General and administrative 2,377 (221) 1 2,156
Depreciation and amortization 17,607 (4,691) 1 12,916
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Total operating expenses 54,973 (13,892) 41,081
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Real estate operating income 14,567 (615) 13,952
Other operating income:
Interest Income 872 (14) 1 858
(Loss) equity in earnings of unconsolidated
partnership (81) 905 3 824
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Total other operating income 791 891 1,682
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Net operating income before gain on
sale of assets 15,358 276 15,634
Gain on sale of assets 978 0 978
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Net income $ 16,336 276 $ 16,612
=============== =============== ===============
Net income attributable to general partner $ 163 3 $ 166
=============== =============== ===============
Net income attributable to limited partners $ 16,173 273 $ 16,446
=============== =============== ===============
</TABLE>
See accompanying notes to condensed consolidated statements of continuing
operations.
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NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF CONTINUING OPERATIONS
1. Eliminate revenues and expenses of properties contributed to Joint
Venture.
2. Eliminate net interest expense associated with debt paid down with proceeds
from contribution of properties to Joint Venture.
3. Record equity in net earnings of the Joint Venture.
4. The pro forma condensed consolidated statements of continuing operations do
not include the gain which will be recognized on the contribution of
properties to the Joint Venture. The gain is expected to approximate
$19,274,000.
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Item 7: (c) Exhibits:
10.1 Amended and Restated Limited Liability Company Agreement of
Carr Office Park, L.L.C., dated as of August 15, 2000
(incorporated by reference to Exhibit 10.1 to the
CarrAmerica Realty Corporation Form 8-K filed September 1,
2000)
10.2 Contribution and Purchase/Sale Agreement, dated as of
August 15, 2000, Among CarrAmerica Realty Corporation,
CarrAmerica Realty L.P., CarrAmerica Development, Inc.,
Carr Development & Construction, L.P., Carr Parkway North I
Corporation and New York State Teachers' Retirement System
(incorporated by reference to Exhibit 10.2 to the
CarrAmerica Realty Corporation Form 8-K filed September 1,
2000 )
10.3 Supplemental Agreement (Amending and Supplementing the
Contribution Agreement and the LLC Agreement), dated as of
August 15, 2000, Among CarrAmerica Realty Corporation,
CarrAmerica Realty L.P., CarrAmerica Development, Inc.,
Carr Development & Construction, L.P., Carr Parkway North I
Corporation and New York State Teachers' Retirement System
(incorporated by reference to Exhibit 10.3 to the
CarrAmerica Realty Corporation Form 8-K filed September 1,
2000)
99.1 Press Release dated August 17, 2000 (incorporated by
reference to Exhibit 99.1 to the CarrAmerica Realty
Corporation Form 8-K filed September 1, 2000)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: September 1, 2000
CARRAMERICA REALTY, L.P.
a Delaware Limited Partnership
By: CarrAmerica Realty GP Holdings, Inc.,
its general partner
By: /s/Richard F. Katachuk
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Richard F. Katchuk, Chief Financial Officer
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