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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 EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): April 30, 1996
CARRAMERICA REALTY CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 1-11706 52-1796339
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
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(Address of Principal Executive Offices) (Zip Code)
The Registrant's telephone number, including area code: (202) 624-7500
An Exhibit Index is located at page 4.
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5: OTHER EVENTS
Investment by Security Capital U.S. Realty. On April 30, 1996, Carr
Realty Corporation (the "Company") completed a closing (the "Closing") under
the Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of
November 5, 1996, by and among the Company, Security Capital U.S. Realty ("U.S.
Realty") and Security Capital Holdings S.A., a wholly-owned subsidiary of U.S.
Realty ("Holdings," and together with U.S. Realty, "USRealty"), as amended by
the Amendment No. 1 to Stock Purchase Agreement (together with the Stock
Purchase Agreement, the "Amended Stock Purchase Agreement"), dated as of April
29, 1996, by and among the Company, U.S. Realty and Holdings. At the Closing,
USRealty funded its entire equity commitment under the Amended Stock Purchase
Agreement in exchange for a total of 11,627,907 shares of the Company's common
stock, par value $.01 per share. As part of the Closing, (i) the Company, Carr
Realty, L.P., a Delaware limited partnership in which the Company is the sole
general partner, U.S. Realty and Holdings entered into a Stockholders
Agreement, and (ii) the Company, U.S. Realty and Holdings entered into a
Registration Rights Agreement. A copy of the Company's press release relating
to the Closing, dated April 30, 1996 and entitled "CarrAmerica Realty
Corporation Announces Closing with Security Capital U.S. Realty," is attached
hereto as Exhibit 99.1.
Change in the Company's Name. In connection with USRealty's
investment, the Company changed its name from Carr Realty Corporation to
CarrAmerica Realty Corporation, effective April 30, 1996.
New Directors. In connection with USRealty's investment, Mr. William
D. Sanders and Mr. Anthony R. Manno became members of the board of directors of
the Company, effective May 1, 1996.
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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 hereunto duly authorized.
Date: May 16, 1996 CARRAMERICA REALTY CORPORATION
By: /S/ THOMAS A. CARR
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Thomas A. Carr
President and Chief Operating Officer
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EXHIBIT INDEX
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EXHIBIT NUMBER EXHIBIT
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10.1 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 Current Report on
Form 8-K dated November 6, 1995)
10.2 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
(incorporated by reference to Exhibit 2.1 of Security Capital
U.S. Realty's Schedule 13D dated April 30, 1996)
10.3 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
(incorporated by reference to Exhibit 2.2 of Security Capital
U.S. Realty's Schedule 13D dated April 30, 1996)
10.4 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 (incorporated by
reference to Exhibit 2.3 of Security Capital U.S. Realty's
Schedule 13D dated April 30, 1996)
99.1 Press Release, April 30, 1996, entitled "CarrAmerica Realty
Corporation Announces Closing with Security Capital U.S.
Realty"
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EXHIBIT 99.1
[CARRAMERICA REALTY CORPORATION LOGO]
NEWS RELEASE
For Release: Immediate Contact: Karen L. Widmayer
(202) 624-1789
CARRAMERICA REALTY CORPORATION ANNOUNCES
CLOSING WITH SECURITY CAPITAL U.S. REALTY
Washington, D.C., -- April 30, 1996 -- CarrAmerica Realty Corporation
(NYSE:CRE) announced today that Security Capital U.S. Realty (USRealty) funded
its entire $250 million investment in the Company, receiving approximately 11.6
million shares of CarrAmerica's common stock, pursuant to the terms of the
transaction announced on November 6, 1995. Proceeds from the transaction will
be used to finance new acquisitions in CarrAmerica's target markets throughout
the United States and to repay debt. In connection with USRealty's investment,
the Company changed its name from Carr Realty Corporation to CarrAmerica Realty
Corporation, effective today.
CarrAmerica is also pleased to welcome Mr. William D. Sanders and Mr.
Anthony R. Manno to the CarrAmerica Board of Directors, effective today.
CarrAmerica is dedicated to becoming the nation's leading owner and
operator of value office properties. Acquisition and development activity will
focus primarily on select suburban areas and on high quality properties that
will serve the dynamically changing needs of corporate America. Currently, the
Company owns interests in a portfolio of 36 operating office properties
containing 6.3 million square feet and is developing one property containing
180,000 square feet. The Company also provides services to properties
containing an additional 7.6 million square feet and serves over 800 customers.
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