<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): May 24, 1996
CARRAMERICA REALTY CORPORATION
(formerly Carr Realty Corporation)
(Exact name of registrant as specified in its charter)
Maryland 1-11706 52-1796339
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 624-7500
Page 1 of 6 pages
EXHIBIT INDEX APPEARS ON PAGE 4
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FORM 8-K
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Attached hereto as Exhibit 1 are an unaudited pro forma
condensed consolidated balance sheet as of March 31, 1996 and
unaudited pro forma condensed consolidated statements of
operations for the year ended December 31, 1995 and the three
months ended March 31, 1996 reflecting acquisitions of office
buildings by the Company in 1995 and 1996 and the sale of
11,627,907 shares of the Company's Common Stock to a
wholly-owned subsidiary of Security Capital U. S. Realty on
April 30, 1996.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements.
None.
(b) Pro forma financial information.
Attached hereto as Exhibit 1 are an unaudited pro forma
condensed consolidated balance sheet as of March 31, 1996 and
unaudited pro forma condensed consolidated statements of
operations for the year ended December 31,
-2-
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1995 and the three months ended March 31, 1996 reflecting
acquisitions of office buildings by the Company in 1995 and
1996 and the sale of 11,627,907 shares of the Company's Common
Stock to a wholly-owned subsidiary of Security Capital U. S.
Realty on April 30, 1996.
(c) Exhibits
Exhibit
Number
------
1 Unaudited pro forma condensed consolidated balance sheet as of
March 31, 1996 and unaudited pro forma condensed consolidated
statements of operations for the year ended December 31, 1995
and the three months ended March 31, 1996.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereto duly authorized.
Date: May 24, 1996
CARRAMERICA REALTY CORPORATION
By: /s/ Brian K. Fields
---------------------------------
Brian K. Fields
Chief Financial Officer
-3-
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EXHIBIT INDEX
Exhibit
Number
- -------
1 Unaudited pro forma condensed consolidated balance sheet as of
March 31, 1996 and unaudited pro forma condensed consolidated
statements of operations for the year ended December 31, 1995
and the three months ended March 31, 1996.
-4-
<PAGE> 1
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1996
(UNAUDITED)
On April 30, 1996, CarrAmerica Realty Corporation issued 11,627,907
shares of Common Stock to a wholly owned subsidiary of Security Capital U.S.
Realty ("US Realty") in exchange for a cash payment of $249,613,870 (the
"Transaction"). The Company used $235 million of the proceeds from the
Transaction to payoff borrowings related to recent acquisitions.
This unaudited pro forma Condensed Consolidated Balance Sheet is
presented as if the Transaction had been consummated on March 31, 1996. In
management's opinion, all adjustments necessary to reflect the effects of the
aforementioned transaction have been made.
This unaudited pro forma Condensed Consolidated Balance Sheet is not
necessarily indicative of what actual financial position would have been at
March 31, 1996, nor does it purport to represent the future financial position
of the Company.
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Historical (A) Adjustments (B) Consolidated
-------------- --------------- ------------
(In thousands)
<S> <C> <C> <C>
ASSETS
Rental property, net $ 546,543 $ - $ 546,543
Restricted and unrestricted cash 22,289 10,106 32,395
Other assets 66,526 (571) 65,955
---------- ------------- ---------------
635,358 9,535 644,893
========== ============= ===============
LIABILITIES
Debt 496,957 (235,000) 261,957
Other liabilities 10,018 - 10,018
---------- ------------- ---------------
506,975 (235,000) 271,975
---------- ------------- ---------------
Minority interest 34,876 - 34,876
---------- ------------- ---------------
STOCKHOLDERS' EQUITY
Common stock 136 116 252
Additional paid-in capital 127,376 244,419 371,795
Dividends in excess of earnings (34,005) - (34,005)
---------- ------------- ---------------
93,507 244,535 338,042
---------- ------------- ---------------
635,358 9,535 644,893
========== ============= ===============
</TABLE>
NOTES:
(A) Reflects the Company's historical consolidated balance sheet as of
March 31, 1996.
(B) Reflects the issuance of 11,628 shares of Common Stock in exchange for
cash of $249,614, reduced by fees related to the transaction of $5,079
($571 previously capitalized). The Company used $235,000 of the proceeds
to payoff debt incurred related to recent acquisitions.
<PAGE> 2
CARRAMERICA REALTY CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE THREE
MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
These unaudited pro forma Condensed Consolidated Statements of
Operations are presented as if the acquisitions of the office buildings and the
Transaction had been consummated as of the beginning of the respective periods.
These unaudited pro forma Condensed Consolidated Statements of
Operations are not necessarily indicative of what actual results of operations
of the Company would have been assuming the acquisitions and the Transaction
had been consummated as of the beginning of the respective periods, nor do they
purport to represent the results of operations for future periods.
<TABLE>
<CAPTION>
For the year ended December 31, 1995
--------------------------------------------------------------------------
Historical Pro Forma Adjustments
Statement of Stock Pro Forma
Operations (A) Acquisitions (B) Issuance (C) Consolidated
-------------- ---------------- ------------ ------------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Real estate operating revenue:
Rental revenue $ 89,539 $ 34,777(1) $ - $ 124,316
Real estate service income 11,315 - - 11,315
------------ ------------ --------- ----------
Total revenue 100,854 34,777 - 135,631
------------ ------------ --------- ----------
Real estate operating expenses:
Property operating expenses 31,579 6,883(4) 38,462
Interest expense 21,873 3,487(2) (3,828)(1) 21,532
General and administrative 10,711 85(1) 10,796
Depreciation and amortization 18,495 12,071(3) (200)(2) 30,366
------------ ------------ --------- ----------
Total operating expenses 82,658 22,526 (4,028) 101,156
------------ ------------ --------- ----------
Real estate operating income 18,196 12,251 4,028 34,475
Other operating income (expense) (912) 19 - (893)
Net operating income before ------------ ------------ --------- ----------
minority interest 17,284 12,270 4,028 33,582
Minority interest in earnings (losses) (5,217) 116(5) - (5,101)
------------ ------------ --------- ----------
Net income $ 12,067 $ 12,386 $ 4,028 $ 28,481
============ ============ ========= ==========
Net income per common share $ 0.90 $ 1.14(D)
============ ==========
</TABLE>
<TABLE>
<CAPTION>
For the three months ended March 31, 1996
----------------------------------------------------------------------
Historical Pro Forma Adjustments
Statement of Stock Pro Forma
Operations (A) Acquisitions (B) Issuance (C) Consolidated
-------------- ---------------- ------------- ------------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Real estate operating revenue:
Rental revenue $ 25,350 $ 6,019(1) $ - $ 31,369
Real estate service income 2,726 - - 2,726
------- -------- --------- -----------
Total revenue 28,076 6,019 - 34,095
------- -------- --------- -----------
Real estate operating expenses:
Property operating expenses 8,991 665(4) 9,656
Interest expense 6,532 - (1,111)(1) 5,421
General and administrative 2,748 53(1) 2,801
Depreciation and amortization 5,484 2,364(3) (50)(2) 7,798
------- -------- --------- -----------
Total operating expenses 23,755 3,082 (1,161) 25,676
------- -------- --------- -----------
Real estate operating income 4,321 2,937 1,161 8,419
Other operating income (expense) 404 4 - 408
Net operating income before ------- -------- --------- -----------
minority interest 4,725 2,941 1,161 8,827
Minority interest in earnings (losses) (1,390) - - (1,390)
------- -------- --------- -----------
Net income $ 3,335 $ 2,941 $ 1,161 $ 7,437
======= ======== ========= ===========
Net income per common share $ 0.25 $ 0.30(D)
======= ==========
</TABLE>
NOTES:
(A) Reflects the Company's historical consolidated statements of operations
for the year ended December 31, 1995 and for the three months ended
March 31, 1996.
(B) Pro forma adjustments for the acquisitions reflect:
(1) the historical operating activity of the rental property acquired;
(2) the additional interest expense on the notes and line of credit;
(3) the depreciation expense for the acquisitions based on the new
accounting basis for the rental property acquired;
(4) the historical operating activity of the rental property acquired
($7,416 in 1995 and $735 for the three months ended March 31, 1996)
reduced by the elimination of managment fee expense that will not be
incurred by the Company upon purchase of the properties ($533 in
1995 and $70 for the three months ended March 31, 1996);
(5) the Unit holders' minority interest (26.5% in 1995) of activity of
acquisitions of Carr Realty, L.P. (acquisitions consummated during
1996 are owned directly by CarrAmerica Realty Corporation and are
not affected by outside Unit holders of Carr Realty, L.P.).
(C) Pro forma adjustments for the stock issuance reflect:
(1) the reduction in interest expense associated with the subsequent
repayment of certain notes and lines of credit with the proceeds of
the stock issuance;
(2) the reduction in amortization expense resulting from the write-off
of deferred financing costs on the debt subsequently repaid.
(D) Based upon 24,965,987 and 25,151,535 shares of Common Stock outstanding
on a weighted average basis during the year ended December 31, 1995 and
the three months ended March 31, 1996, respectively.
