SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT No. 4)
CarrAmerica Realty Corporation
(formerly named Carr Realty Corporation)
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
14441K 10 3
(CUSIP Number)
Paul E. Szurek
SECURITY CAPITAL U.S. REALTY
69, route d'Esch
L-1470 Luxembourg
(352) 48 78 78
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 27, 1996
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sche-
dule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this state-
ment / /. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial own-
ership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 9 Pages<PAGE>
CUSIP No. 14441K 10 3 13D Page 2 of 9 Pages
1 NAME OF PERSON
Security Capital U.S. Realty
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
7 SOLE VOTING POWER
NUMBER OF 18,193,878 (See Item 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 18,193,878
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,193,878 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.6% (See Item 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
CUSIP No. 14441K 10 3 13D Page 3 of 9 Pages
1 NAME OF PERSON
Security Capital Holdings S.A.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
7 SOLE VOTING POWER
NUMBER OF 18,193,878 (See Item 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 18,193,878
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,193,878 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.6% (See Item 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
This Amendment No. 4 is filed by Security Capital
U.S. Realty ("Security Capital U.S. Realty"), a corporation
organized and existing under the laws of Luxembourg, and by
Security Capital Holdings S.A. ("Holdings"), a corporation or-
ganized and existing under the laws of Luxembourg and a wholly
owned subsidiary of Security Capital U.S. Realty (together with
Security Capital U.S. Realty, "USRealty"), and amends the
Schedule 13D (the "Schedule 13D") originally filed on November
14, 1995, as amended by Amendment No. 1 ("Amendment No. 1 to
the Schedule 13D") filed on May 7, 1996, by Amendment No. 2
(Amendment No. 2 to the Schedule 13D") filed on July 19, 1996,
and by Amendment No. 3 ("Amendment No. 3 to the Schedule 13D")
filed on July 26, 1996. This Amendment No. 4 relates to shares
of common stock, par value $0.01 per share ("Common Stock"), of
CarrAmerica Realty Corporation, a Maryland corporation formerly
named Carr Realty Corporation ("Carr"). Capitalized terms used
herein without definition shall have the meanings ascribed
thereto in the Schedule 13D, as amended by Amendment No. 1 to
the Schedule 13D, Amendment No. 2 to the Schedule 13D, and
Amendment No. 3 to the Schedule 13D.
This Amendment No. 4 is filed to report the acquisi-
tion of certain shares of Common Stock since July 24, 1996. A
schedule identifying all transactions involving shares of Com-
mon Stock effected by USRealty since July 24, 1996 is included
as Annex A hereto which is incorporated by reference herein.
Except for the purchase by USRealty of 2,142,857 shares of Com-
mon Stock on November 27, 1996 in an offering directly from
Carr (which is described below), each of such transactions was
executed in stock market transactions. The funds used by US-
Realty to purchase such shares were obtained from drawdowns
under the Facility Agreement.
On November 27, 1996, USRealty purchased 2,142,857
shares of Common Stock directly from Carr for an aggregate
purchase price of $55,714,282, or $26.00 per share, pursuant to
a Subscription Agreement, dated as of November 21, 1996, by and
among Carr, Holdings and Security Capital U.S. Realty (the
"Subscription Agreement"). Such purchase was effected
concurrently with an underwritten public offering by Carr of
5,000,000 shares of Common Stock. Security Capital U.S. Realty
advanced Holdings the funds necessary to purchase the 2,142,857
shares of Common Stock, as required by the Subscription
Agreement. These funds were obtained by USRealty from draw
downs under the Facility Agreement. No underwriting discounts
were applied to any shares of Common Stock purchased by
USRealty pursuant to the Subscription Agreement.
Page 4 of 9 Pages<PAGE>
Copies of the Subscription Agreement and the Facility
Agreement are attached hereto as Exhibits 4 and 5, respec-
tively, and each such agreement is specifically incorporated
herein by reference, and the description herein of each such
agreement is qualified in its entirety by reference to each
such agreement.
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
No material change except as set forth above.
Item 3. Source and Amount of Funds or Other Consideration.
No material change except as set forth above.
Item 4. Purpose of Transaction.
No material change except as set forth above.
Item 5. Interest in Securities of the Issuer.
No material change except as set forth above and be-
low.
As of November 27, 1996, USRealty beneficially owns
18,193,878 shares of Common Stock. As of November 27, 1996,
USRealty owns approximately 42.6% of the outstanding Common
Stock, and approximately 36.5% on a fully diluted basis, based
on the number of outstanding shares of Common Stock and the
number of outstanding limited partnership units that are re-
deemable for Common Stock or the cash equivalent thereof.
Except as set forth herein, to the best knowledge and
belief of USRealty, no transactions involving Common Stock have
been effected during the past 60 days by USRealty or by its
directors, executive officers or controlling persons.
Item 6. Contracts, Arrangements, Understanding or Relation-
ships with Respect to Securities of the Issuer.
No material change except as described above.
Page 5 of 9 Pages<PAGE>
Item 7. Material to be filed as Exhibits.
The following Exhibits are filed as part of this Schedule
13D:
Exhibit 1 Name, Business Address, and Present Principal
Occupation of Each Executive Officer and Direc-
tor of Security Capital U.S. Realty and of Secu-
rity Capital Holdings S.A.
Exhibit 2 Stock Purchase Agreement, dated as of November
5, 1995, by and among Carr Realty Corporation,
Security Capital Holdings S.A. and Security
Capital U.S. Realty (incorporated by reference
to Exhibit 5.1 of Carr Realty Corporation's Cur-
rent Report on Form 8-K dated November 6, 1995)
Exhibit 2.1 Amendment No. 1 to the Stock Purchase Agreement,
dated as of April 29, 1996, by and among Carr
Realty Corporation, Security Capital Holdings
S.A. and Security Capital U.S. Realty
Exhibit 2.2 Stockholders Agreement, dated as of April 30,
1996, by and among Carr Realty Corporation, Carr
Realty, L.P., Security Capital Holdings S.A. and
Security Capital U.S. Realty
Exhibit 2.3 Registration Rights Agreement, dated as of April
30, 1996, by and among Carr Realty Corporation,
Security Capital Holdings S.A. and Security
Capital U.S. Realty
Exhibit 3 Subscription Agreement, dated as of July 17,
1996, by and among CarrAmerica Realty Corpora-
tion, Security Capital Holdings S.A. and Secu-
rity Capital U.S. Realty
Exhibit 4 Facility Agreement, dated June 12, 1996, by and
among Security Capital U.S. Realty, Security
Capital Holdings S.A., Commerzbank Aktiengesell-
schaft, as arranger and collateral agent, Com-
merzbank International S.A., as administrative
agent and the financial institutions listed in
Schedule 1 thereto (incorporated by reference to
Exhibit 4 of the Schedule 13D, dated June 21,
1996, filed jointly by Security Capital U.S. Re-
alty and Security Capital Holdings S.A. with re-
spect to the common stock of Regency Realty Cor-
poration)
Page 6 of 9 Pages<PAGE>
Exhibit 5 Subscription Agreement, dated as of November 21,
1996, by and among CarrAmerica Realty Corpora-
tion, Security Capital Holdings S.A. and Secu-
rity Capital U.S. Realty
Page 7 of 9 Pages<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete, and correct.
SECURITY CAPITAL U.S. REALTY
By: /s/ Paul E. Szurek
Name: Paul E. Szurek
Title: Managing Director
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ Paul E. Szurek
Name: Paul E. Szurek
Title: Managing Director
November 27, 1996
Page 8 of 9 Pages<PAGE>
ANNEX A
Recent Transactions in the Common Stock
by the Reporting Persons
Except as otherwise indicated, all of the transactions de-
scribed below were effected in stock market transactions.
The price per share for such transactions includes commis-
sions (if any).
DATE OF NUMBER OF PRICE
TRANSACTION SHARES PURCHASED PER SHARE
07/25/96 10,000 22.69
07/25/96 5,000 22.56
07/25/96 5,000 22.56
07/25/96 40,000 22.81
07/29/96 84,300 22.69
07/29/96 15,700 22.68
07/30/96 35,000 23.06
07/30/96 400 22.94
07/31/96 36,700 24.06
07/31/96 9,700 23.31
07/31/96 20,500 23.43
07/31/96 4,300 23.56
07/31/96 21,400 23.69
07/31/96 7,100 23.81
07/31/96 10,900 23.94
08/01/96 10,800 23.56
08/01/96 24,200 23.69
08/29/96 14,300 23.81
08/29/96 5,200 23.94
08/29/96 4,500 23.69
08/29/96 1,000 23.56
08/29/96 7,300 23.81
08/29/96 1,000 23.94
08/30/96 7,700 23.94
11/22/96 599,300 26.03
11/25/96 16,100 26.06
*11/27/96 2,142,857 26.00
_____________________
* Purchased in an offering directly from Carr.
Page 9 of 9 Pages<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Description Page No.
1 Name, Business Address, and Present *
Principal Occupation of Each Executive
Officer and Director of Security Capi-
tal U.S. Realty and of Security Capital
Holdings S.A.
2 Stock Purchase Agreement, dated as of
November 5, 1995, by and among Carr
Realty Corporation, Security Capital
U.S. Realty and Security Capital Hold-
ings S.A. (incorporated by reference to
Exhibit 5.1 of Carr Realty Corpora-
tion's Current Report on Form 8-K dated
November 6, 1995)
2.1 Amendment No. 1 to the Stock Purchase *
Agreement, dated as of April 29, 1996,
by and among Carr Realty Corporation,
Security Capital Holdings S.A. and Se-
curity Capital U.S. Realty
2.2 Stockholders Agreement, dated as of *
April 30, 1996, by and among Carr Re-
alty Corporation, Carr Realty, L.P.,
Security Capital Holdings S.A. and Se-
curity Capital U.S. Realty
2.3 Registration Rights Agreement, dated as *
of April 30, 1996, by and among Carr
Realty Corporation, Security Capital
Holdings S.A. and Security Capital U.S.
Realty
3 Subscription Agreement, dated as of *
July 17, 1996, by and among CarrAmerica
Realty Corporation, Security Capital
Holdings S.A. and Security Capital U.S.
Realty
_____________________
* Previously filed.<PAGE>
4 Facility Agreement, dated June 12,
1996, by and among Security Capital
U.S. Realty, Security Capital Holdings
S.A., Commerzbank Aktiengesellschaft,
as arranger and collateral agent, Com-
merzbank International S.A., as admin-
istrative agent and the financial in-
stitutions listed in Schedule 1 thereto
(incorporated by reference to Exhibit 4
of the Schedule 13D, dated June 21,
1996, filed jointly by Security Capital
U.S. Realty and Security Capital Hold-
ings S.A. with respect to the common
stock of Regency Realty Corporation)
5 Subscription Agreement, dated as of
November 21, 1996, by and among Car-
rAmerica Realty Corporation, Security
Capital Holdings S.A. and Security
Capital U.S. Realty
SUBSCRIPTION AGREEMENT
by and among
CARRAMERICA REALTY CORPORATION
SECURITY CAPITAL HOLDINGS S.A.
and
SECURITY CAPITAL U.S. REALTY
dated as of
November 21, 1996<PAGE>
TABLE OF CONTENTS
Page
1. SUBSCRIPTION; CLOSING.............................. 2
1.1. Subscription for Company Common Stock........ 2
1.2. Acceptance of Subscription................... 2
1.3. Purchase Price............................... 2
1.4. Closing...................................... 3
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY...... 3
2.1. Organization and Qualification............... 3
2.2. Authority Relative to the Agreement;
Board Approval............................. 3
2.3. Capital Stock................................ 4
2.4. No Conflicts; No Defaults; Required
Filings and Consents....................... 4
2.5. Securities Law Matters; Material Changes;
Corporate Action Covenants................. 5
2.6. Litigation; Compliance With Law.............. 7
2.7. Tax Matters; REIT and Partnership Status..... 7
2.8. Compliance with Organizational Documents..... 8
2.9. Maryland Takeover Law........................ 8
2.10. Brokers or Finders........................... 8
3. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER AND THE
ADVANCING PARTY.................................. 8
3.1. Organization and Standing.................... 8
3.2. Due Authorization............................ 8
3.3. Conflicting Agreements and Other Matters..... 9
3.4. Source of Funds.............................. 9
3.5. Brokers or Finders........................... 9
3.6. REIT Qualification Matters................... 9
3.7. Investment Company Matters................... 10
4. CONDITIONS TO CLOSING.............................. 10
4.1. Conditions to Obligations of Subscriber...... 10
4.2. Conditions to Obligations of the Company..... 11
5. SURVIVAL; INDEMNIFICATION.......................... 12
5.1. Survival..................................... 12
5.2. Indemnification by Subscriber or the
Company.................................... 12
5.3. Third-Party Claims........................... 13
6. MISCELLANEOUS...................................... 13
6.1. Counterparts................................. 13
6.2. Governing Law................................ 14
6.3. Entire Agreement............................. 14
6.4. Notices...................................... 14
-i-<PAGE>
6.5. Successors and Assigns....................... 15
6.6. Headings..................................... 15
6.7. Amendments and Assigns....................... 16
6.8. Expenses..................................... 16
6.9. Severability................................. 16
6.10. Further Assurances........................... 16
6.11. Joint and Several Liability; Guaranty........ 16
-ii-<PAGE>
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this "Agreement") is
entered into as of November 21, 1996 by and among CarrAmerica
Realty Corporation, a Maryland corporation (the "Company"),
Security Capital U.S. Realty, a Luxembourg corporation (the
"Advancing Party"), and Security Capital Holdings S.A., a Lux-
embourg corporation and a wholly owned subsidiary of the Ad-
vancing Party ("Subscriber"). Capitalized terms not otherwise
defined herein have the meanings ascribed to them in the Stock-
holders Agreement (as hereinafter defined).
WHEREAS, in connection with the Company's issuance
and sale to Subscriber on April 30, 1996 of 11,627,907 shares
of the Company's common stock, par value $0.01 per share (the
"Company Common Stock"), the Company, Carr Realty, L.P., a
Delaware limited partnership ("Carr Realty, L.P."), the Advanc-
ing Party and Subscriber entered into a Stockholders Agreement
on such date (the "Stockholders Agreement");
WHEREAS, pursuant to the terms of the Stockholders
Agreement, in the event that the Company issues or sells shares
of capital stock of the Company, Investor is, during a speci-
fied term, entitled (except in certain limited circumstances)
to a participation right to purchase, or subscribe for, a total
number of shares generally equal to up to 30% of the total num-
ber of shares of capital stock proposed to be issued by the
Company (the "Participation Rights");
WHEREAS, the Company currently intends to issue and
to offer and sell in a public offering (the "Public Offering")
up to 5,000,000 shares (the "Public Shares") of Company Common
Stock;
WHEREAS, in connection with the Public Shares pro-
posed to be issued by the Company in the Public Offering, In-
vestor is entitled to, and has indicated to the Company that it
desires to, exercise its Participation Rights; and
WHEREAS, in accordance with Investor's desire to ex-
ercise its Participation Rights, the Company desires to issue
and sell to Subscriber shares of Company Common Stock in an
offering (the "Concurrent Purchase") from the Company to Sub-
scriber to be consummated concurrently with the Public Offer-
ing.
NOW, THEREFORE, in consideration of the foregoing and
of the mutual covenants and agreements hereinafter set forth,
the parties hereto hereby agree as follows:<PAGE>
1. SUBSCRIPTION; CLOSING
1.1. Subscription for Company Common Stock
(a) Subject to the terms and conditions hereof, Sub-
scriber hereby subscribes (the "Subscription") to purchase that
number of shares of Company Common Stock (the "Concurrent
Shares") equal to the lesser of (i) 2,142,857 shares of Company
Common Stock, or (ii) that number (the "Reduced Number") of
shares of Company Common Stock which is equal to thirty percent
(30%) of the sum of the number of Public Shares sold in the
Public Offering (excluding any Public Shares sold as a result
of the exercise of the underwriters' over-allotment option in
connection with the Public Offering) and the Reduced Number.
(b) Investor hereby agrees that the Subscription
represents the complete and exclusive exercise of its Partici-
pation Rights with regard to the Public Offering, provided that
the number of Public Shares to be sold in the Public Offering
does not exceed 5,000,000 (excluding any Public Shares sold as
a result of the exercise of the underwriters' over-allotment
option in connection with the Public Offering). Investor
hereby waives Participation Rights it may have with regard to
the exercise of the underwriters' over-allotment option in
connection with the Public Offering. The Company reserves the
right to terminate the Public Offering for any reason or for no
reason, to sell less than all of the Public Shares in the
Public Offering or to increase the number of Public Shares sold
in the Public Offering.
1.2. Acceptance of Subscription
Subject to the terms and conditions hereof, the Com-
pany hereby accepts the Subscription.
1.3. Purchase Price
The per share purchase price (the "Per Share Purchase
Price") for the concurrent Shares shall be the same as the per
share public offering price of the Company Common Stock in the
Public Offering. The aggregate purchase price (the "Purchase
Price") shall be equal to the Per Share Purchase price multi-
plied by the number of Concurrent Shares. The Company reserves
the right to establish the per share public offering price of
the Public Shares in the Public Offering, and nothing in this
Agreement shall be construed to grant Subscriber or any Inves-
tor any right to participate in the establishment of the per
share public offering price of the Company Common Stock in the
Public Offering.
-2-<PAGE>
1.4. Closing
Subject to the terms and conditions hereof, the clos-
ing of the Concurrent Purchase (the "Closing") shall occur con-
currently with the closing of the Public Offering. At the
Closing, the Company will sell, convey, assign, transfer and
deliver, and Subscriber will purchase and acquire (and the Ad-
vancing Party shall advance sufficient funds for such purchase)
from the Company, the Concurrent Shares, and Subscriber will
pay to the Company the Purchase Price by wire transfer of im-
mediately available funds in U.S. dollars to the accounts or
accounts specified by the Company.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Sub-
scriber as follows:
2.1. Organization and Qualification
(a) The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the
State of Maryland. The Company has all requisite corporate
power and authority to own, operate, lease and encumber its
properties and carry on its business as described in the Com-
pany Prospectus (as hereinafter defined), and to enter into
this Agreement and to perform its obligations hereunder.
(b) Each of the Significant Subsidiaries of the Com-
pany is a corporation, partnership or limited liability company
duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or organization,
and has the corporate or partnership power and authority to own
its properties and carry on its business as it is now being
conducted.
(c) Each of the Company and its Significant Subsid-
iaries is duly qualified to do business and in good standing in
each jurisdiction in which the ownership of its property or the
conduct of its business requires such qualification, except for
any failures to be so qualified or to be in good standing as
would not, individually or in the aggregate, reasonably be ex-
pected to result in a Material Adverse Effect.
(d) The issue and sale of the Concurrent Shares
hereunder will not give any stockholder of the Company the
right to demand payment for his shares under the Maryland Gen-
eral Corporation Law.
2.2. Authority Relative to the Agreement; Board Approval
(a) The execution, delivery and performance of this
Agreement have been duly and validly authorized by all neces-
sary corporate action on the part of the
-3-<PAGE>
Company. This Agreement has been duly executed and delivered
by the Company for itself and constitutes the valid and legally
binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to applicable
bankruptcy, insolvency, moratorium or other similar laws
relating to creditors' rights or general principles of equity.
(b) The Board of Directors of the Company has, as of
the date hereof, approved the transactions contemplated hereby.
(c) The Concurrent Shares have been duly authorized
for issuance, and upon issuance will be duly and validly is-
sued, fully paid and nonassessable.
2.3. Capital Stock
The capital stock of the Company as of the date spe-
cified in the Company prospectus is as set forth therein under
the caption entitled "Capitalization." All of the issued and
outstanding shares of capital stock of the Company are fully
authorized, validly issued, fully paid, nonassessable and free
of preemptive rights (excluding any preemptive rights that In-
vestor may have under the Stockholders Agreement).
2.4. No Conflicts; No Defaults; Required Filings and Con-
sents
Neither the execution and delivery by the Company
hereof nor the consummation by the Company of the transactions
contemplated hereby in accordance with the terms hereof, will:
(a) conflict with or result in a breach of any pro-
visions of the Company Charter or By-laws of the Company;
(b) result in a breach or violation of, a default
under, or the triggering of any payment or other obligations
pursuant to or accelerate vesting under, any of the Company
stock option plans or Partnership (as defined below) Unit (as
defined below) option plans or similar compensation plan or any
grant or award made under any of the foregoing, except as would
not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect;
(c) violate or conflict with any statute, regula-
tion, judgment, order, writ, decree or injunction applicable to
the Company, except as would not, individually or in the ag-
gregate, reasonably be expected to result in a Material Adverse
Effect.
(d) violate or conflict with or result in a breach
of any provision of, or constitute a default (or any event
which, with notice or lapse of time or both, would constitute a
default) under, or result in the termination or in a right of
-4-<PAGE>
termination or cancellation of, or accelerate the performance
required by, or result in the creation of any Lien upon any of
the properties of the Company under, or result in being de-
clared void, voidable or without further binding effect, any of
the terms, conditions or provisions of any note, bond, mort-
gage, indenture, deed of trust or any license, franchise, per-
mit, lease, contract, agreement or other instrument, commitment
or obligation to which the Company is a party, or by which the
Company or any of its properties is bound or affected, except
for any of the foregoing matters which would not reasonably be
expected to, individually or in the aggregate, result in a Ma-
terial Adverse Effect; or
(e) require any consent, approval or authorization
of, or declaration, filing or registration with any Governmen-
tal Authority, other than any filings required under the Secu-
rities Act, the Exchange Act, Blue Sky Laws and any filings
required to be made with any national securities exchange on
which the Company Common Stock is listed, except as would not,
individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect.
(f) For purposes hereof, the terms below shall have
the following meanings:
"Partnerships" shall mean, collectively, Carr
Realty, L.P. and CarrAmerica Realty, L.P., Delaware limited
partnerships.
"Units" shall mean units of partnership interest
in the Partnerships.
2.5. Securities Law Matters; Material Changes; Corporate
Action Covenants
(a) As of the date hereof and as of the date of the
Closing, the Company Prospectus does not and will not contain
any untrue statement of a material fact or omit to state a ma-
terial fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circum-
stances under which they were made not misleading.
(b) The documents incorporated or deemed to be in-
corporated by reference in the Company Prospectus pursuant to
Item 12 of Form S-3 under the Securities Act, at the time they
were or hereafter are filed with the SEC, complied and will
comply in all material respects with the requirements of the
Exchange Act and the rules and regulations of the SEC under the
Exchange Act, and, when read together with the other informa-
tion in the Company Prospectus, as of the date hereof and as of
the date of the Closing, did not and will not include an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the state-
ments therein, in the light of the circumstances under which
they were made, not misleading.
-5-<PAGE>
(c) Since the respective dates as of which informa-
tion is given in the Company Prospectus, except as otherwise
stated therein, (A) there has been no change in the condition,
financial or otherwise, or in the earnings, assets or business
affairs of the Company and the Subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of
business, except as would not reasonably be expected to, indi-
vidually or in the aggregate, result in a Material Adverse Ef-
fect, (B) no casualty loss or condemnation or other event with
respect to any of the interests held directly or indirectly in
any of the real properties owned, directly or indirectly, by
the Company or any entity wholly or partially owned by the Com-
pany has occurred, except as would not reasonably be expected
to, individually or in the aggregate, result in a Material Ad-
verse Effect, (C) except for regular quarterly dividends on the
Common Stock and dividends on the Preferred Stock in amounts
per share that are consistent with past practice, there has
been no dividend or distribution of any kind declared, paid or
made by the Company on any class of its capital stock or by
either of the Partnerships with respect to its Units, and (D)
with the exception of transactions in connection with stock
options and in connection with dividend reinvestment plans, the
issuance of shares of Common Stock upon the exchange of Units
of the Partnerships and the issuance of Units of the Partner-
ships in connection with the acquisition of real or personal
property, there has been no change in the capital stock or in
the partnership interests or member interests, as the case may
be, of the Company or any Subsidiary, and no increase in the
indebtedness of the Company or any Subsidiary, that is material
to such entities considered as one enterprise.
(d) The financial statements (including the notes
thereto) included in, or incorporated by reference into, the
Company Prospectus present fairly the financial position of the
respective entity or entities presented therein at the respec-
tive dates indicated (if such financial position is presented)
and the results of their operations for the respective periods
specified and, except as otherwise stated in the Company Pro-
spectus, said financial statements have been prepared in con-
formity with generally accepted accounting principles applied
on a consistent basis.
(e) As of the date hereof, the Company and its Con-
trolled Subsidiaries have complied in all material respects
with the Corporate Action Covenants set forth in Section 6.1 of
the Stockholders Agreement.
(f) For purposes hereof, "Company Prospectus" shall
mean, collectively, the Prospectus dated November 5, 1996 and
the Prospectus Supplement dated November 21, 1996 relating to
the shares of Company Common Stock to be offered to the Sub-
scriber, a copy of which is attached hereto as Exhibit A.
-6-<PAGE>
2.6. Litigation; Compliance With Law
(a) There are no Actions pending or, to the
Company's knowledge, threatened against the Company or any of
its Significant Subsidiaries that would, individually or in the
aggregate, reasonably be expected to result in a Material Ad-
verse Effect, or which question the validity hereof or any ac-
tion taken or to be taken in connection herewith. There are no
continuing orders, injunctions or decrees of any Government
Authority to which the Company or any of its Significant Sub-
sidiaries is a party or by which any of its properties or as-
sets are bound.
(b) None of the Company or its Significant Subsid-
iaries is in violation of any statute, rule, regulation, order,
writ, decree or injunction of any Government Authority or any
body having jurisdiction over them or any of their respective
properties which, if enforced, would, individually or in the
aggregate, reasonably be expected to result in a Material Ad-
verse Effect.
2.7. Tax Matters; REIT and Partnership Status
(a) The Company (i) intends in its federal income
tax return for the tax year ended on December 31, 1995, and in
its federal income tax return for the tax year that will end on
December 31, 1996, to elect to be taxed as a REIT within the
meaning of Section 856 of the Code, and has complied (or will
comply) with all applicable provisions of the Code relating to
a REIT for 1996, (ii) has operated, and intends to continue to
operate, in such a manner as to qualify as a REIT for 1996,
(iii) has not taken or omitted to take any action which would
reasonably be expected to result in a challenge to its status
as a REIT, and, to the Company's knowledge, no such challenge
is pending or threatened, and (iv) to the Company's knowledge,
and assuming the accuracy of Subscriber's representation in
Section 3.7, will not be rendered unable to qualify as a REIT
for federal income tax purposes as a consequence of the trans-
actions contemplated hereby.
(b) The Company was eligible to and did validly
elect to be taxed as a REIT for federal income tax purposes for
calendar years 1993 and 1994. Each Partnership and each sub-
sidiary of the Company organized as a partnership (and any oth-
er subsidiary of the Company that files tax returns as a part-
nership for federal income tax purposes) was and continues to
be classified as a partnership for federal income tax purposes.
(c) For purposes of this Section 2.7, no representa-
tion set forth in Section 2.7 shall be deemed to be untrue un-
less such untruths would, individually or in the aggregate, be
reasonably expected to result in a Material Adverse Effect.
-7-<PAGE>
2.8. Compliance with Organizational Documents
Neither the Company nor any of its Significant Subsi-
diaries is in default under or in violation of any provision of
the Company Charter or the By-laws of the Company or the Part-
nership Agreement (or equivalent documents), except for such
defaults or violations which would not, individually or in the
aggregate, reasonably be expected to result in a Material Ad-
verse Effect.
2.9. Maryland Takeover Law
The terms of Section 3-602 and Subtitle 7 of Title 3
of the Maryland General Corporation Law will not apply to Sub-
scriber, the Subscription or any other transaction contemplated
hereby.
2.10. Brokers or Finders
No agent, broker, investment banker or other firm or
person, including any of the foregoing that is an Affiliate of
the Company, is or will be entitled to any broker's or finder's
fee or any other commission or similar fee from the Company in
connection with this Agreement or any of the transactions con-
templated hereby for which Subscriber will be responsible.
3. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER AND THE
ADVANCING PARTY
Subscriber and the Advancing Party hereby jointly and
severally represent and warrant to the Company as follows:
3.1. Organization and Standing
Each of Subscriber and the Advancing Party is a cor-
poration duly incorporated, validly existing and in good stand-
ing under the laws of Luxembourg. Subscriber has all requisite
corporate power and authority to own, operate, lease and encum-
ber its properties and carry on its business as now conducted,
and to enter into this Agreement and to perform its obligations
hereunder.
3.2. Due Authorization
The execution, delivery and performance of this
Agreement have been duly and validly authorized by all neces-
sary corporate action on the part of Subscriber and the Advanc-
ing Party. This Agreement has been duly executed and delivered
by each of Subscriber and the Advancing Party for itself and
constitutes the valid and legally binding obligations of Sub-
scriber and the Advancing Party, enforceable against Subscriber
or the Advancing Party, as the case may be, in
-8-<PAGE>
accordance with its terms, subject to applicable bankruptcy,
insolvency, moratorium or other similar laws relating to
creditors' rights or general principles of equity.
3.3. Conflicting Agreements and Other Matters
Neither the execution and delivery of this Agreement
nor the performance by Subscriber or the Advancing Party, as
the case may be, of its obligations hereunder will conflict
with, result in a breach of the terms, conditions or provisions
of, constitute a default under, result in the creation of any
mortgage, security interest, encumbrance, lien or charge of any
kind upon any of the properties or assets of Subscriber or the
Advancing Party, as the case may be, pursuant to, or require
any consent, approval or other action by or any notice to or
filing with any Government Authority pursuant to, the organiza-
tional documents or agreements of Subscriber or the Advancing
Party, as the case may be, or any agreement, instrument, order,
judgment, decree, statute, law, rule or regulation by which
Subscriber or the Advancing Party, as the case may be, is
bound, except for filings after any Closing under Section 13(d)
of the Exchange Act.
3.4. Source of Funds
At the Closing, the Advancing Party shall have avail-
able and shall advance to Subscriber all of the funds necessary
to satisfy Subscriber's obligations hereunder and to pay any
related fees and expenses in connection with the foregoing.
3.5. Brokers or Finders
No agent, broker, investment banker or other firm or
person, including any of the foregoing that is an Affiliate of
Subscriber or the Advancing Party, is or will be entitled to
any broker's or finder's fee or any other commission or similar
fee from Subscriber or the Advancing Party in connection with
this Agreement or the transactions contemplated hereby for
which the Company will be responsible.
3.6. REIT Qualification Matters
To Subscriber's knowledge, no person which would be
treated as an "individual" for purposes of Section 542(a)(2) of
the Code (as modified by Section 856(h) of the Code) owns or
would be considered to own (taking into account the ownership
attribution rules under Section 544 of the Code, as modified by
Section 856(h) of the Code) in excess of 9.8% of the value of
the outstanding equity interest in Subscriber or the Advancing
Party.
-9-<PAGE>
3.7. Investment Company Matters
Neither the Advancing Party nor Subscriber is, and
after giving effect to the purchase of the Concurrent Shares,
neither will be, an "investment company" or an entity "con-
trolled" by an "investment company," as such terms are defined
in the Investment Company Act of 1940, as amended.
4. CONDITIONS TO CLOSING
4.1. Conditions to Obligations of Subscriber
The obligations of Subscriber to purchase and pay for
the Concurrent Shares at the Closing are subject to satisfac-
tion or waiver of each of the following conditions precedent:
(a) All conditions to the closing of the Public Of-
fering as set forth in the underwriting agreement between the
Company and the underwriters for the Public Offering, other
than conditions relating to the transactions contemplated by
this Agreement (if any), shall have been satisfied or waived,
and the Company shall have delivered to Subscriber at the Clos-
ing a certificate of an appropriate officer in form and sub-
stance reasonably satisfactory to Subscriber dated the date of
the Closing to such effect.
(b) The representations and warranties of the Com-
pany contained herein shall have been true and correct in all
respects on and as of the date hereof, and shall be true and
correct in all respects on and as of the Closing with the same
effect as though such representations and warranties had been
made on and as of the date of the Closing (except for represen-
tations and warranties that speak as of a specific date or time
other than the date of the Closing (which need only be true and
correct in all respects as of such date or time)), other than,
in all such cases, such failures to be true and/or correct as
would not in the aggregate reasonably be expected to have a
Material Adverse Effect; provided, however, that if any of the
representations and warranties is already qualified in any re-
spect by materiality or as to Material Adverse Effect for pur-
poses of this Section 4.1(b) such materiality or Material Ad-
verse Effect qualification will be in all respects ignored (but
subject to the overall standard as to Material Adverse Effect
set forth immediately prior to this proviso). The Company
shall have delivered to Subscriber at the Closing a certificate
of an appropriate officer in form and substance reasonably sat-
isfactory to Subscriber dated the date of the Closing to such
effect.
In making any determination as to Material Adverse
Effect under this Section 4.1(b), the matters set forth in each
such Section shall be aggregated and considered together.
-10-<PAGE>
(c) There shall not be in effect any order, decree
or injunction of a court or agency of competent jurisidiction
which enjoins or prohibits consummation of the transactions
contemplated hereby and there shall be no pending Actions which
would reasonably be expected to have a material adverse effect
on the ability of the Company to consummate the transactions
contemplated hereby or to issue the Concurrent Shares.
(d) The Company shall not have taken any action or
have failed to take any action which would reasonably be ex-
pected to, alone or in conjunction with any other factors, re-
sult in the loss of its status as a REIT for federal income tax
purposes.
4.2. Conditions to Obligations of the Company
The obligations of the Company to issue and sell the
Concurrent Shares at the Closing are subject to satisfaction or
waiver of each of the following conditions precedent:
(a) All conditions to the closing of the Public Of-
fering as set forth in the underwriting agreement between the
Company and the underwriters for the Public Offering, other
than conditions relating to the transactions contemplated by
this Agreement (if any), shall have been satisfied or waived.
(b) The representations and warranties of Subscriber
and the Advancing Party contained herein shall have been true
and correct in all respects on and as of the date hereof, and
shall be true and correct in all respects on and as of the Clo-
sing with the same effect as though such representations and
warranties had been made on and as of the date of the Closing
(except for representations and warranties that speak as of a
specific date or time other than the date of the Closing (which
need only be true and correct in all respects as of such date
or time)), other than, in all such cases, such failures to be
true and/or correct as would not in the aggregate reasonably be
expected to have a Material Adverse Effect. Subscriber shall
have delivered to the Company at the Closing a certificate of
an appropriate officer in form and substance reasonably satis-
factory to the Company dated the date of the Closing to such
effect.
(c) There shall not be in effect any order, decree
or injunction of a court or agency of competent jurisdiction
which enjoins or prohibits consummation of the transactions
contemplated hereby and there shall be no pending Actions which
would reasonably be expected to have a material adverse effect
on the ability of the Company to consummate the transactions
contemplated hereby or to issue the Concurrent Shares.
-11-<PAGE>
5. SURVIVAL; INDEMNIFICATION
5.1. Survival
All representations, warranties, covenants and agree-
ments of the parties contained herein, including indemnity or
indemnification agreements contained herein, shall survive the
Closing until the first anniversary of the Closing. No Action
or proceeding may be brought with respect to any of the repre-
sentations, warranties, covenants or agreements unless written
notice thereof, setting forth in reasonable detail the claimed
misrepresentation or breach of warranty or breach of covenant
or agreement, shall have been delivered to the party alleged to
have breached such representation or warranty or such covenant
or agreement prior to the first anniversary of the Closing.
Those covenants or agreements that contemplate or may involve
actions to be taken or obligations in effect after the Closing
shall survive in accordance with their terms.
5.2. Indemnification by Subscriber or the Company
(a) Subject to Section 5.1, from and after the Clos-
ing, Subscriber shall indemnify and hold harmless the Company,
its successors and assigns, from and against any and all Loss
and Expenses suffered, directly or indirectly, by the Company
by reason of, or arising out of, (i) any breach as of the date
made or deemed made or required to be true of any representa-
tion or warranty made by Subscriber in or pursuant to this
Agreement, or (ii) any failure by Subscriber to perform or ful-
fill any of its covenants or agreements set forth herein. Not-
withstanding any other provision of this Agreement to the con-
trary, in no event shall Loss and Expenses include a party's
incidental or consequential damages.
(b) Subject to Section 5.1, from and after the Clos-
ing, the Company shall indemnify and hold harmless Subscriber,
its successors and assigns, from and against any and all Loss
and Expenses, suffered, directly or indirectly, by Subscriber
by reason of, or arising out of, any breach as of the date made
or deemed made or required to be true of any representation or
warranty made by the Company in or pursuant to this Agreement
and any statements made in any certificate delivered pursuant
to this Agreement, or (ii) any failure by the Company to per-
form or fulfill any of its covenants or agreements set forth
herein. Notwithstanding any other provision of this Agreement
to the contrary, in no event shall Loss and Expenses include a
party's incidental or consequential damages.
(c) Notwithstanding the foregoing, (i) neither Sub-
scriber not the Company shall be responsible for any Loss and
Expenses as provided by paragraphs (a) and (b), respectively,
of this Section 5.2, until the cumulative aggregate amount of
such Loss and Expenses suffered by Subscriber or the Company,
as the case may be, exceeds $500,000, in which case Subscriber
or the Company, as the case may be, shall then be liable for
all such Loss and Expenses, and (ii) the cumulative
-12-<PAGE>
aggregate indemnity obligation of each of Subscriber and the
Company under this Section 5.2 shall in no event exceed the
Purchase Price. Except with respect to third-party claims
being defended in good faith or claims for indemnification with
respect to which there exists a good faith dispute, the
indemnifying party shall satisfy its obligations hereunder
within 30 days of receipt of a notice of claim under this
Section 5.
5.3. Third-Party Claims
If a claim by a third party is made against Sub-
scriber or the Advancing Party or the Company (each, an "Indem-
nified Party") and if such Indemnified Party intends to seek
indemnity with respect thereto under this Section 5, such In-
demnified Party shall promptly notify the indemnifying party in
writing of such claims setting forth such claims in reasonable
detail. The indemnifying party shall have 20 days after re-
ceipt of such notice to undertake, through counsel of its own
choosing and at its own expense, the settlement or defense
thereof, and the Indemnified Party shall cooperate with it in
connection therewith; provided, however, that the Indemnified
Party may participate in such settlement or defense through
counsel chosen by such Indemnified Party, provided that the
fees and expenses of such counsel shall be borne by such Indem-
nified Party. The Indemnified Party shall not pay or settle
any claim which the indemnifying party is contesting. Notwith-
standing the foregoing, the Indemnified Party shall have the
right to pay or settle any such claim, provided that in such
event it shall waive any right to indemnity therefor by the
indemnifying party. If the indemnifying party does not notify
the Indemnified Party within 20 days after the receipt of the
Indemnified Party's notice of a claim of indemnity hereunder
that it elects to undertake the defense thereof, the Indemni-
fied Party shall have the right to contest, settle or compro-
mise the claim but shall not thereby waive any right to indem-
nity therefor pursuant to this Agreement.
6. MISCELLANEOUS
6.1. Counterparts
This Agreement may be executed in one or more coun-
terparts, all of which shall be considered one and the same
agreement, and shall be effective when one or more counterparts
have been signed by each party hereto and delivered to the
other party. Copies of executed counterparts transmitted by
telecopy, telefax or other electronic transmission service
shall be considered original executed counterparts for purposes
of this Section, provided receipt of copies of such counter-
parts is confirmed.
-13-<PAGE>
6.2. Governing Law
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND WITHOUT REF-
ERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF.
6.3. Entire Agreement
This Agreement contains the entire agreement between
the parties hereto with respect to the subject matter hereof
and there are no agreements, understandings, representations or
warranties between the parties other than those set forth or
referred to herein. This Agreement is not intended to confer
upon any person not a party hereto (and their successors and
assigns) any rights or remedies hereunder.
6.4. Notices
All notices and other communications hereunder shall
be sufficiently given for all purposes hereunder if in writing
and delivered personally, sent by documented overnight delivery
service or, to the extent receipt is confirmed, telecopy, tele-
fax or other electronic transmission service to the appropriate
address or number as set forth below. Notices to the Company
shall be addressed to:
-14-<PAGE>
CarrAmerica Realty Corporation
1700 Pennsylvania Avenue, N.W.
Washington, DC 20006
Attention: Thomas A. Carr, President
Telecopy Number: (202) 638-0102
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, DC 20004-1109
Attention: J. Warren Gorrell, Jr., Esq.
Telecopy Number: (202) 637-5910
Notices to Subscriber or the Advancing Party shall be
addressed to:
Security Capital Holdings S.A.
69, route d'Esch
L-2953 Luxembourg
Attention: Paul E. Szurek, Managing Director
Telecopy Number: (352) 4590-3331
with a copy (which shall not constitute notice) to:
Wachtell, Lipton, Rosen & Katz
51 W. 52nd Street
New York, New York 10019
Attention: Adam O. Emmerich, Esq.
Telecopy Number: (212) 403-2000
6.5. Successors and Assigns
This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors.
Neither Subscriber nor the Advancing Party shall be permitted
to assign any of its rights hereunder to any third party; pro-
vided, however, that Subscriber and the Advancing Party may
assign all (but not less than all) of their rights hereunder to
any other Investor so long as such other Investor agrees in
writing, in a form reasonably acceptable to the Company, to be
bound by all the terms and conditions of this Agreement.
6.6. Headings
The Section and other headings contained in this
Agreement are inserted for convenience of reference only and
shall not affect the meaning or interpretation of this Agree-
ment.
-15-<PAGE>
6.7. Amendments and Waivers
This Agreement may not be modified or amended except
by an instrument or instruments in writing signed by the party
against whom enforcement of any such modification or amendment
is sought. Any party hereto may, only by an instrument in
writing, waive compliance by the other parties hereto with any
term or provision hereof on the part of such other party hereto
to be performed or complied with. The waiver by any party
hereto of a breach of any term or provision hereof shall not be
construed as a waiver of any subsequent breach.
6.8. Expenses
Except as set forth in this Agreement, whether or not
the Closing is consummated, all legal and other costs and ex-
penses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party
incurring such costs and expenses.
6.9. Severability
Any provision hereof which is invalid or unenforce-
able shall be ineffective to the extent of such invalidity or
unenforceability, without affecting in any way the remaining
provisions hereof.
6.10. Further Assurances
The Company, Subscriber and the Advancing Party agree
that, from time to time, whether before, at or after the Clos-
ing, each of them will execute and deliver such further instru-
ments of conveyance and transfer and take such other action as
may be necessary to carry out the purposes and intents hereof.
6.11. Joint and Several Liability; Guaranty
The obligations and liability of Subscriber and the
Advancing Party under or in connection with this Agreement are
joint and several. The Advancing Party hereby unconditionally
and irrevocably guarantees and agrees to be responsible for the
payment and performance of all of Subscriber's obligations
hereunder.
-16-<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly ex-
ecuted this Agreement, or have caused this Agreement to be duly
executed on their behalf, as of the day and year first above
written.
CARRAMERICA REALTY CORPORATION
By: /s/ Brian K. Fields
Name: Brian K. Fields
Title: Chief Financial Officer
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ Paul E. Szurek
Name: Paul E. Szurek
Title: Managing Director
SECURITY CAPITAL U.S. REALTY
By: /s/ Paul E. Szurek
Name: Paul E. Szurek
Title: Managing Director
-17-
