SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
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)
JUNE 4, 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 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 24,286,763 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 24,286,763
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,286,763 (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)
42.6% (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 24,286,763 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 24,286,763
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,286,763 (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)
42.6% (SEE ITEM 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
This Amendment No. 8 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 and by Amendment No. 7 ("Amend-
ment No. 7 to the Schedule 13D") filed on April 23, 1997. This
Amendment No. 8 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, Amendment No. 4 to the Schedule 13D, Amendment No. 5 to
the 13D, Amendment No. 6 to the Schedule 13D and Amendment No.
7 to the Schedule 13D.
This Amendment No. 8 is filed to report the acquisi-
tion of certain shares of Common Stock since April 21, 1997. A
schedule identifying all transactions involving shares of Com-
mon Stock effected by USRealty since April 21, 1997 is included
as Annex A hereto which is incorporated by reference herein.
Each of the transactions was executed in stock market transac-
tions. The funds used by USRealty to purchase such shares were
obtained from drawdowns under the Facility Agreement or cash on
hand.
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.
Page 4 of 7 Pages<PAGE>
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 June 4, 1997, USRealty beneficially owns
24,286,763 shares of Common Stock. As of June 4, 1997, USRe-
alty owns approximately 42.6% of the outstanding Common Stock,
and approximately 38.0% 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 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.
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
Page 5 of 7 Pages<PAGE>
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
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 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
June 10, 1997
Page 7 of 7 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
04/21/97 58,500 $27.0184
04/21/97 40,000 $27.0253
04/22/97 16,000 $26.9589
04/22/97 5,000 $26.9350
04/24/97 39,700 $27.0300
04/24/97 44,100 $27.0600
04/24/97 130,500 $27.1485
04/25/97 10,900 $27.0600
04/25/97 28,200 $27.1233
04/28/97 7,800 $27.1550
04/28/97 1,000 $27.1850
04/29/97 30,700 $27.4126
04/30/97 21,900 $27.7438
05/01/97 28,400 $27.9580
05/01/97 5,600 $27.7721
05/02/97 91,300 $28.2750
05/05/97 50,000 $28.1850
05/05/97 23,900 $28.2274
05/06/97 40,000 $28.2422
05/07/97 54,900 $28.0985
05/08/97 22,000 $28.1714
05/13/97 45,000 $28.0400
05/14/97 24,000 $28.2892
05/15/97 35,600 $28.1337
05/15/97 148,700 $28.3695
05/19/97 76,700 $28.3589
05/20/97 70,000 $28.2702
05/21/97 26,500 $27.8501
05/22/97 64,100 $28.0406
05/23/97 25,900 $28.1604
05/27/97 33,500 $27.9805
05/28/97 9,500 $28.0258
05/29/97 11,500 $28.0491
05/30/97 62,700 $27.9649
06/02/97 22,800 $28.3922
06/03/97 57,800 $28.3072
06/04/97 13,300 $28.3100<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 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, 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 Carr-
America 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 Carr-
America 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 Carr-
America 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 Carr-
America Realty Corporation, Security
Capital Holdings S.A. and Security
Capital U.S. Realty
----------------------
* Previously filed.
