SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
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)
DAVID A. ROTH
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 5, 1997
(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 25,078,563 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 25,078,563
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,078,563 (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)
43% (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 25,078,563 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 25,078,563
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,078,563 (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)
43% (SEE ITEM 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
This Amendment No. 9 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, by Amendment No. 4 ("Amendment No. 4 to
the Schedule 13D") filed on November 27, 1996, by Amendment No.
5 ("Amendment No. 5 to the Schedule 13D") filed on December 23,
1996, by Amendment No. 6 ("Amendment No. 6 to the Schedule
13D") filed on February 3, 1997, by Amendment No. 7 ("Amendment
No. 7 to the Schedule 13D") filed on April 23, 1997 and by
Amendment No. 8 ("Amendment No. 8 to the Schedule 13D") filed
on June 4, 1997. This Amendment No. 9 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, Amend-
ment No. 3 to the Schedule 13D, Amendment No. 4 to the Schedule
13D, Amendment No. 5 to the 13D, Amendment No. 6 to the
Schedule 13D, Amendment No. 7 to the Schedule 13D and Amendment
No. 8 to the Schedule 13D.
This Amendment No. 9 is filed to report the acquisi-
tion of certain shares of Common Stock since June 4, 1997. A
schedule identifying all transactions involving shares of Com-
mon Stock effected by USRealty since June 4, 1997 is included
as Annex A hereto which is incorporated by reference herein.
Except for the conversion by USRealty of 520,000 shares of
Preferred Stock which was purchased by USRealty in October,
1997, each of the transactions was executed in stock market
transactions. The funds used by USRealty to purchase such
shares were obtained from drawdowns under the Facility Agree-
ment and cash on hand.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change except as set forth above.
Page 4 of 8 Pages<PAGE>
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 5, 1997, USRealty beneficially owns
25,078,563 shares of Common Stock. As of December 5, 1997,
USRealty owns approximately 43% of the outstanding Common
Stock, and approximately 38% 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.
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)
Page 5 of 8 Pages<PAGE>
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)
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
Exhibit 7 Subscription Agreement, dated as of January 31,
1997, by and among CarrAmerica Realty Corpora-
tion, Security Capital Holdings S.A. and Secu-
rity Capital U.S. Realty
Page 6 of 8 Pages<PAGE>
Exhibit 8 Subscription Agreement, dated as of April 14,
1997, 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/ David A. Roth
Name: David A. Roth
Title: Vice President
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ David A. Roth
Name: David A. Roth
Title: Vice President
December 5, 1997
Page 8 of 8 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
*7/10/97 520,000 N/A
11/13/97 50,000 $29 5/8
11/19/97 36,900 $29 11/16
11/20/97 43,500 $30
11/20/97 13,100 $30
11/21/97 28,300 $30 1/16
11/24/97 50,000 $30
11/24/97 50,000 $30
_________________________
* Conversion of Preferred Stock to Common Stock.<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
1 Name, Business Address, and Present *
Principal Occupation of Each Executive
Officer and Director of Security Capital
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 Holdings S.A.
(incorporated by reference to Exhibit 5.1
of Carr Realty Corporation'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
Security Capital U.S. Realty
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
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, Commerzbank 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.
Realty and Security Capital Holdings S.A.
with respect to the common stock of
Regency Realty Corporation)
5 Subscription Agreement, dated as of *
November 21, 1996, by and among CarrAmerica
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 CarrAmerica Realty
Corporation, Security Capital Holdings S.A.
and Security Capital U.S. Realty
7 Subscription Agreement, dated as of January *
31, 1997, by and among CarrAmerica Realty
Corporation, Security Capital Holdings S.A.
and Security Capital U.S. Realty
8 Subscription Agreement, dated as of April *
14, 1997, by and among CarrAmerica Realty
Corporation, Security Capital Holdings S.A.
and Security Capital U.S. Realty
_____________________
* Previously filed.
