SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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)
JULY 24, 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 7 Pages<PAGE>
CUSIP No. 14441K 10 3 13D Page 2 of 7 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 15,053,621 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,053,621
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,053,621 (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)
42.5% (SEE ITEM 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
CUSIP No. 14441K 10 3 13D Page 3 of 7 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 15,053,621 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 15,053,621
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,053,621 (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)
42.5% (SEE ITEM 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
This Amendment No. 3 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, and by Amendment No. 2
(Amendment No. 2 to the Schedule 13D") filed on July 19, 1996.
This Amendment No. 3 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
and Amendment No. 2 to the Schedule 13D.
On July 22, 1996, USRealty purchased in stock market
transactions an aggregate of 80,000 shares of Common Stock as
follows: 6,600 shares were purchased for a price of $22.56 per
share; and 73,400 shares were purchased for a price of $22.69
per share (in each case, such per share prices include commis-
sions). On July 24, 1996, USRealty purchased in stock market
transactions an aggregate of 160,000 shares of Common Stock as
follows: 24,700 shares were purchased for a price of $22.31 per
share; 20,600 shares were purchased for a price of $22.44 per
share; 9,900 shares were purchased for a price of $22.56 per
share; 25,000 shares were purchased for a price of $22.81 per
share; 10,000 shares were purchased for a price of $22.69 per
share; 29,800 shares were purchased for a price of $22.56 per
share; 10,000 shares were purchased for a price of $22.56 per
share; 25,000 shares were purchased for a price of $22.56 per
share; and 5,000 shares were purchased for a price of $22.44
per share (in each case, such per share prices include commis-
sions). These funds were obtained by USRealty from cash on
hand and/or from draw downs under the Facility Agreement.
On July 24, 1996, USRealty also purchased 3,185,714
shares of Common Stock for an aggregate purchase price of
$70,085,708, or $22.00 per share. USRealty purchased 400,000
of such shares in the Offering at the public offering price.
Pursuant to the Subscription Agreement, USRealty purchased the
remaining 2,785,714 shares of Common Stock directly from Carr
at the public offering price simultaneously with the closing of
the Offering. Security Capital U.S. Realty advanced Holdings
the funds necessary to purchase both the 2,785,714 shares of
Common Stock purchased directly from Carr, as required by the
Subscription Agreement, and the 400,000 shares of Common Stock
Page 4 of 7 Pages<PAGE>
purchased in the Offering. These funds were obtained by USRe-
alty from cash on hand and from draw downs under the Facility
Agreement. No underwriting discounts were applied to any
shares of Common Stock purchased by USRealty.
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 July 24, 1996, USRealty beneficially owns
15,053,621 shares of Common Stock because of USRealty's pur-
chase of 11,627,907 shares of Common Stock on April 30, 1996,
because of USRealty's purchase of 80,000 shares of Common Stock
on July 22, 1996 and because of USRealty's purchase of
3,345,714 shares of Common Stock on July 24, 1996. USRealty
owns approximately 42.5% of the outstanding Common Stock, and
approximately 37.6% on a fully diluted basis, based on the num-
ber of outstanding shares of Common Stock and the number of
outstanding limited partnership units that are redeemable 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 7 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 7 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
July 26, 1996
Page 7 of 7 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)
