SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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)
DECEMBER 19, 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 8 Pages<PAGE>
CUSIP No. 14441K 10 3 13D Page 2 of 8 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 18,515,307 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 18,515,307
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,515,307 (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)
42.3 % (SEE ITEM 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
CUSIP No. 14441K 10 3 13D Page 3 of 8 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 18,515,307 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 18,515,307
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,515,307 (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)
42.3% (SEE ITEM 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
This Amendment No. 5 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,
by Amendment No. 3 ("Amendment No. 3 to the Schedule 13D")
filed on July 26, 1996, and by Amendment No. 4 ("Amendment No.
4 to the Schedule 13D") filed on November 27, 1996. This
Amendment No. 5 relates to shares of common stock, par value
$0.01 per share ("Common Stock"), of CarrAmerica Realty Corpo-
ration, a Maryland corporation formerly named Carr Realty Cor-
poration ("Carr"). Capitalized terms used herein without defi-
nition shall have the meanings ascribed thereto in the Schedule
13D, as amended by Amendment No. 1 to the Schedule 13D, Amend-
ment No. 2 to the Schedule 13D, Amendment No. 3 to the Schedule
13D, and Amendment No. 4 to the Schedule 13D.
This Amendment No. 5 is filed to report the acquisi-
tion of certain shares of Common Stock since November 27, 1996.
On December 19, 1996, USRealty purchased 321,429 shares of Com-
mon Stock directly from Carr for an aggregate purchase price of
$8,357,154, or $26.00 per share, pursuant to a Subscription
Agreement, dated as of December 19, 1996, by and among Carr,
Holdings and Security Capital U.S. Realty (the "Subscription
Agreement"). USRealty purchased such shares in connection with
the exercise of an over-allotment option by the underwriters of
a public offering by Carr of 5,000,000 shares of Common Stock
on November 27, 1996, which is more fully described in Amend-
ment No. 4 to the Schedule 13D. Pursuant to the exercise of
such over-allotment option, an additional 750,000 shares of
Common Stock were issued and sold by Carr in the public offer-
ing described in Amendment No. 4 to the Schedule 13D. The
shares of Common Stock to which this Amendment No. 5 relates
were acquired by USRealty in order to maintain USRealty's pro-
portionate ownership of the shares of Common Stock. Security
Capital U.S. Realty advanced Holdings the funds necessary to
purchase the 321,429 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 8 Pages<PAGE>
Copies of the Facility Agreement and the Subscription
Agreement are attached hereto as Exhibits 4 and 6, 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 December 19, 1996, USRealty beneficially owns
18,515,307 shares of Common Stock. As of December 19, 1996,
USRealty owns approximately 42.3% of the outstanding Common
Stock, and approximately 36.3% 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 8 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 8 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
Exhibit 6 Subscription Agreement, dated as of December 19,
1996, by and among CarrAmerica Realty Corpora-
tion, Security Capital Holdings S.A. and Secu-
rity Capital U.S. Realty
Page 7 of 8 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
December 23, 1996
Page 8 of 8 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
6 Subscription Agreement, dated as of
December 19, 1996, by and among Car-
rAmerica Realty Corporation, Security
Capital Holdings S.A. and Security
Capital U.S. Realty
EXHIBIT 5
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this "Agreement") is
entered into as of December 19, 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
Luxembourg corporation and a wholly owned subsidiary of the
Advancing Party ("Subscriber"). Capitalized terms not other-
wise defined herein have the meanings ascribed to them in the
November Subscription Agreement (as hereinafter defined).
WHEREAS, in connection with the Company's issuance
and sale in a public offering (the "Public Offering") on Novem-
ber 27, 1996 of 5,000,000 shares of the Company's common stock,
par value $0.01 per share (the "Company Common Stock"), the
Company, the Advancing Party and Subscriber entered into a Sub-
scription Agreement on November 21, 1996 and, on November 27,
1996, effected the purchase by the Subscriber of 2,142,857
shares of the Company's Common Stock (the "November Subscrip-
tion Agreement");
WHEREAS, in connection with the Public Offering, the
Company, pursuant to the terms of a terms agreement dated
November 21, 1996 (the "Terms Agreement"), granted the right to
the underwriters listed therein to purchase up to 750,000
shares of the Company Common Stock to cover over-allotments;
and
WHEREAS, the underwriters have exercised their over-
allotment option pursuant to the Terms Agreement, and the
Subscriber wishes to exercise its Participation Rights in
connection with the exercise by the underwriters of their
over-allotment option.
NOW, THEREFORE, in consideration of the foregoing and
of the mutual covenants and agreements hereinafter set forth,
the parties hereto hereby agree as follows:
1. Purchase and Sale. Subscriber hereby purchases
321,429 shares of Company Common Stock (the "USRealty Shares")
at a purchase price of $26 per share (the Public Offering price
per share) for a total purchase price of $8,357,154. The Com-
pany hereby acknowledges receipt of payment of the purchase
price and Subscriber hereby acknowledges receipt of a stock
certificate representing the USRealty Shares in the name and
denomination previously requested by Subscriber.
2. Reaffirmation of Representations and Warranties.
The Company hereby reaffirms the representations and warranties
made by it to the Subscriber and the Advancing Party as set
forth in the November Subscription Agreement and such represen-
tations and warranties hereby are incorporated by reference
into this Agreement as if such representations and warranties
were set forth herein. The Subscriber and the Advancing Party
hereby reaffirm the<PAGE>
representations and warranties made by them to the Company as
set forth in the November Subscription Agreement and such
representations and warranties hereby are incorporated by
reference into this Agreement as if such representations and
warranties were set forth herein.
3. Indemnification. The parties agree that the sur-
vival provisions and the indemnification provisions and proce-
dures as set forth in Article 5 of the November Subscription
Agreement hereby are incorporated by reference into this Agree-
ment as if such provisions and procedures were set forth
herein.
4. Miscellaneous.
4(a) Counterparts. This Agreement may be executed
in one or more counterparts, 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 transmis-
sion service shall be considered original executed counterparts
for purposes of this Section, provided receipt of copies of
such counterparts is confirmed.
4(b) Governing Law. This agreement shall be gov-
erned by and construed in accordance with the laws of the state
of Maryland without reference to the choice of law principles
thereof.
4(c) Entire Agreement. This Agreement contains the
entire agreement between the parties hereto with respect to the
subject matter hereof and there are no agreements, understand-
ings, 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.
4(d) 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; provided, however, that Sub-
scriber 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 rea-
sonably acceptable to the Company, to be bound by all the terms
and conditions of this Agreement.
4(e) Headings. The Section and other headings con-
tained in this Agreement are inserted for convenience of refer-
ence only and shall not affect the meaning or interpretation of
this Agreement.
4(f) Amendments and Waivers. This Agreement may not
be modified or amended except by an instrument or instruments
in writing signed by
-2-<PAGE>
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.
4(g) Expenses. Except as set forth in this Agree-
ment, all legal and other costs and expenses incurred in
connection with this Agreement and the transactions contem-
plated hereby shall be paid by the party incurring such costs
and expenses.
4(h) Severability. Any provision hereof which is
invalid or unenforceable shall be ineffective to the extent of
such invalidity or unenforceability, without affecting in any
way the remaining provisions hereof.
4(i) Further Assurances. The Company, Subscriber
and the Advancing Party agree that, from time to time, each of
them will execute and deliver such further instruments of con-
veyance and transfer and take such other action as may be nec-
essary to carry out the purposes and intents hereof.
4(j) 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 sev-
eral. The Advancing Party hereby unconditionally and irrevo-
cably guarantees and agrees to be responsible for the payment
and performance of all of Subscriber's obligations hereunder.
4(k) Notices. All notices and other communications
hereunder shall be sufficiently given for all purposes here-
under if in writing and delivered personally, sent by docu-
mented overnight delivery service or, to the extent receipt is
confirmed, telecopy, telefax or other electronic transmission
service to the appropriate address or number as set forth in
the November Subscription Agreement.
-3-<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly
executed 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
-4-
