SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)
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 30, 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
This Amendment No. 11 to Schedule 13D contains 31 pages includ-
ing Exhibits. The Exhibit Index appears on page 10.<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 26,456,583 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 26,456,583
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,456,583 (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)
44.10 % (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 26,456,583 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 26,456,583
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,456,583 (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)
44.10 % (SEE ITEM 5)
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT<PAGE>
This Amendment No. 11 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 originally filed on November 14, 1995 (as previ-
ously amended, the "Schedule 13D"). This Amendment No. 11 re-
lates 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.
This Amendment No. 11 is filed to report the acquisi-
tion of certain shares of Common Stock since December 5, 1997.
A schedule identifying all transactions involving shares of
Common Stock effected by USRealty and Holdings since December
5, 1997 is included as Annex A hereto and is hereby incor-
porated by reference herein. Except for the purchase by
Holdings of 530,120 shares of Common Stock on December 23, 1997
in an offering directly from Carr (which is described below),
each of such transactions was executed in stock market
transactions. The funds used by USRealty and Holdings to
purchase such shares were obtained from drawdowns under the
Facility Agreement and from cash on hand.
On December 23, 1997, Holdings purchased 530,120
shares of Common Stock directly from Carr for an aggregate pur-
chase price of $16,499,985.00, or $31.125 per share, pursuant
to a Subscription Agreement, dated as of December 18, 1997, by
and among Carr, Holdings and USRealty (the "Subscription Agree-
ment"). Such purchase was effected concurrently with an under-
written public offering by Carr of 1,236,956 shares of Common
Stock (which, together with the 530,120 shares of Common Stock
purchased by Holdings, resulted in a total issuance and sale by
Carr of 1,767,076 shares of Common Stock). These funds were
obtained by Holdings from draw downs under the Facility
Agreement and from cash on hand. No underwriting discounts
were applied to any shares of Common Stock purchased by
Holdings pursuant to the Subscription Agreement.
A copy of the Subscription Agreement is attached
hereto as Exhibit 9. The Subscription Agreement is hereby
incorporated herein by reference, and the description herein of
the Subscription Agreement is qualified in its entirety by
reference to such agreement.
Page 4 of 8 Pages<PAGE>
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 December 30, 1997, USRealty and Holdings each
beneficially owns 26,456,583 shares of Common Stock. As of
December 30, 1997, USRealty and Holdings each beneficially owns
approximately 44.10% of the outstanding Common Stock, and ap-
proximately 39.5% on a fully diluted basis, based on the number
of outstanding shares of Common Stock and the number of out-
standing limited partnership units that are redeemable for Com-
mon Stock or the cash equivalent thereof.
Except as set forth herein and as previously re-
ported, to the best knowledge and belief of USRealty and of
Holdings, no transactions involving Common Stock have been ef-
fected during the past 60 days by USRealty or by Holdings or by
their respective 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 8 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 8 Pages<PAGE>
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
Exhibit 9 Subscription Agreement, dated as of December 18,
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 31, 1997
Page 8 of 8 Pages<PAGE>
ANNEX A
Recent Stock Market Transactions in the Common Stock
by the Reporting Persons
Except as otherwise indicated, the transactions described below
were effected in stock market transactions. The price per share
for such transactions includes commissions (if any).
DATE OF NUMBER OF PRICE
TRANSACTION SHARES PURCHASED PER SHARE
12/9/97 348,500 $30 1/4
12/15/97 99,400 $30 7/8
12/16/97 250,000 $30 7/8
12/17/97 100,000 $31 1/8
*12/23/97 530,120 $31 1/8
_____________________
* Direct purchase from Carr pursuant to the Subscription
Agreement.<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
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, Com-
merzbank International S.A., as admin-
istrative 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, Secu-
rity 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, Secu-
rity 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
9 Subscription Agreement, dated as of *
December 18, 1997, by and among
CarrAmerica Realty Corporation,
Security Capital Holdings S.A. and
Security Capital U.S. Realty
_____________________
* Previously filed.
SUBSCRIPTION AGREEMENT
by and among
CARRAMERICA REALTY CORPORATION
SECURITY CAPITAL HOLDINGS S.A.
and
SECURITY CAPITAL U.S. REALTY
dated as of
December 18, 1997<PAGE>
TABLE OF CONTENTS
Page
1.SUBSCRIPTION; CLOSING...................................2
1.1. Subscription for Company Common Stock............2
1.2. Acceptance of Subscription.......................2
1.3. Purchase Price...................................2
1.4. Closing..........................................2
2.REPRESENTATIONS AND WARRANTIES OF THE COMPANY...........3
2.1. Organization and Qualification...................3
2.2. Authority Relative to the Agreement; Board
Approval.......................................3
2.3. Capital Stock....................................4
2.4. No Conflicts; No Defaults; Required Filings
and Consents...................................4
2.5. Securities Law Matters; Material Changes;
Corporate Action Covenants.....................5
2.6. Litigation; Compliance With Law..................6
2.7. Tax Matters; REIT and Partnership Status.........7
2.8. Compliance with Organizational Documents.........7
2.9. Maryland Takeover Law............................7
2.10.Brokers or Finders...............................8
3.REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER AND
THE ADVANCING PARTY...................................8
3.1. Organization and Standing........................8
3.2. Due Authorization................................8
3.3. Conflicting Agreements and Other Matters.........8
3.4. Source of Funds..................................9
3.5. Brokers or Finders...............................9
3.6. REIT Qualification Matters.......................9
3.7. Investment Company Matters.......................9
4.CONDITIONS TO CLOSING...................................9
4.1. Conditions to Obligations of Subscriber..........9
4.2. Conditions to Obligations of the Company........11
5.SURVIVAL; INDEMNIFICATION..............................11
5.1. Survival........................................11
5.2. Indemnification by Subscriber or the Company....12
5.3. Third-Party Claims..............................12
6.MISCELLANEOUS..........................................13
6.1. Counterparts....................................13
6.2. Governing Law...................................13
6.3. Entire Agreement................................13
6.4. Notices.........................................14
6.5. Successors and Assigns..........................14
6.6. Headings........................................15
6.7. Amendments and Waivers..........................15
6.8. Expenses........................................15
6.9. Severability....................................15
6.10.Further Assurances..............................15
6.11.Joint and Several Liability; Guaranty...........15
-i-<PAGE>
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this "Agreement") is
entered into as of December 18, 1997 by and among CarrAmerica
Realty Corporation, a Maryland corporation (the "Company"),
Security Capital U.S. Realty, a Luxembourg corporation (the
"Advancing Party"), and Security Capital Holdings S.A., a
Luxembourg corporation and a wholly owned subsidiary of the
Advancing Party ("Subscriber"). Capitalized terms not
otherwise defined herein have the meanings ascribed to them in
the Stockholders Agreement (as hereinafter defined).
WHEREAS, in connection with the Company's issuance
and sale to Subscriber on April 30, 1996 of 11,627,907 shares
of the Company's common stock, par value $0.01 per share (the
"Company Common Stock"), the Company, Carr Realty, L.P., a
Delaware limited partnership ("Carr Realty, L.P."), the
Advancing Party and Subscriber entered into a Stockholders
Agreement on such date (the "Stockholders Agreement");
WHEREAS, pursuant to the terms of the Stockholders
Agreement, in the event that the Company issues or sells shares
of capital stock of the Company, Investor is, during a
specified term, entitled (except in certain limited
circumstances) to a participation right to purchase, or
subscribe for, a total number of shares generally equal to up
to 30% of the total number of shares of capital stock proposed
to be issued by the Company (the "Participation Rights");
WHEREAS, the Company currently intends to issue and
to offer and sell in public offerings (the "Public Offerings")
up to shares (the "Public Shares") of Company Common
Stock;
WHEREAS, in connection with the Public Shares
proposed to be issued by the Company in the Public Offering,
Investor is entitled to, and has indicated to the Company that
it desires to, exercise its Participation Rights; and
WHEREAS, in accordance with Investor's desire to
exercise its Participation Rights, the Company desires to issue
and sell to Subscribe shares of Company Common Stock in
offerings (the "Concurrent Purchases") from the Company to
Subscriber to be consummated concurrently with the Public
Offerings.
NOW, THEREFORE, in consideration of the foregoing and
of the mutual covenants and agreements hereinafter set forth,
the parties hereto hereby agree as follows:<PAGE>
1. SUBSCRIPTION; CLOSING
1.1. SUBSCRIPTION FOR COMPANY COMMON STOCK
(a) Subject to the terms and conditions hereof,
Subscriber hereby subscribes (the "Subscription") to purchase
that number of shares of Company Common Stock (the "Concurrent
Shares") equal to the lesser of (i) shares of Company
Common Stock, or (ii) that number (the "Reduced Number") of
shares of Company Common Stock which is equal to thirty percent
(30%) of the sum of the number of Public Shares sold in the
Public Offerings and the Reduced Number.
(b) Investor hereby agrees that the Subscription
represents the complete and exclusive exercise of its
Participation Rights with regard to the Public Offerings,
provided that the number of Public Shares to be sole in the
Public Offerings do not exceed . The Company reserves the
right to terminate the Public Offerings for any reason or for
no reason, to sell less than all of the Public Shares in the
Public Offerings or to increase the number of Public Shares
sold in the Public Offerings.
1.2. ACCEPTANCE OF SUBSCRIPTION
Subject to the terms and conditions hereof, the
Company hereby accepts the Subscription.
1.3. PURCHASE PRICE
The per share purchase price (the "Per Share Purchase
Price") for the Concurrent Shares shall be the same as the per
share public offering price of the Company Common Stock in the
Public Offerings. The aggregate purchase price (the "Purchase
Price") shall be equal to the Per Share Purchase Price
multiplied by the number of Concurrent Shares. The Company
reserves the right to establish the per share public offering
price of the Public Shares in the Public Offerings, and nothing
in this Agreement shall be construed to grant Subscriber or any
Investor any right to participate in the establishment of the
per share public offering price of the Company Common Stock in
the Public Offerings.
1.4. CLOSING
Subject to the terms and conditions hereof, the
closing of the Concurrent Purchases (the "Closing") shall occur
concurrently with the closing of the Public Offerings. At the
Closing, the Company will sell, convey, assign, transfer and
deliver, and Subscriber will purchase and acquire (and the
Advancing Party shall advance sufficient funds for such
purchase) from the Company, the Concurrent Shares, and
Subscriber will pay to the Company the Purchase Price by
-2-<PAGE>
wire transfer of immediately available funds in U.S. dollars to
the account or accounts specified by the Company.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Subscriber
as follows:
2.1. ORGANIZATION AND QUALIFICATION
(a) The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the
State of Maryland. The Company has all requisite corporate
power and authority to own, operate, lease and encumber its
properties and carry on its business as described in the
Company Prospectus (as hereinafter defined), and to enter into
this Agreement and to perform its obligations hereunder.
(b) Each of the Significant Subsidiaries of the
Company is a corporation, partnership or limited liability
company duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or
organization, and has the corporate or partnership power and
authority to own its properties and carry on its business as it
is now being conducted.
(c) Each of the Company and its Significant
Subsidiaries is duly qualified to do business and in good
standing in each jurisdiction in which the ownership of its
property or the conduct of its business requires such
qualification, except for any failures to be so qualified or to
be in good standing as would not, individually or in the
aggregate, reasonably be expected to result in a Material
Adverse Effect.
(d) The issue and sale of the Concurrent Shares
hereunder will not give any stockholder of the Company the
right to demand payment for his shares under the Maryland
General Corporation Law.
2.2. AUTHORITY RELATIVE TO THE AGREEMENT; BOARD APPROVAL
(a) The execution, delivery and performance of this
Agreement have been duly and validly authorized by all
necessary corporate action on the part of the Company. This
Agreement has been duly executed and delivered by the Company
enforceable against the Company in accordance with its terms,
subject to applicable bankruptcy, insolvency, moratorium or
other similar laws relating to creditors' rights or general
principles of equity.
(b) The Board of Directors of the Company has, as of
the date hereof, approved the transactions contemplated hereby.
-3-<PAGE>
(c) The Concurrent Shares have been duly authorized
for issuance, and upon issuance will be duly and validly
issued, fully paid and nonassessable.
2.3. CAPITAL STOCK
The capital stock of the Company as of the date
specified in the Company Prospectus is as set forth therein
under the captions entitled "Capitalization." All of the
issued and outstanding shares of capital stock of the Company
are duly authorized, validly issued, fully paid, nonassessable
and free of preemptive rights (excluding any preemptive rights
that Investor may have under the Stockholders Agreement).
2.4. NO CONFLICTS; NO DEFAULTS; REQUIRED FILINGS AND
CONSENTS
Neither the execution and delivery by the Company
hereof nor the consummation by the Company of the transactions
contemplated hereby in accordance with the terms hereof, will:
(a) conflict with or result in a breach of any
provisions of the Company Charter or By-laws of the Company;
(b) result in a breach or violation of, a default
under, or the triggering of any payment or other obligations
pursuant to, or accelerate vesting under, any of the Company
stock option plans or Partnership (as defined below) Unit (as
defined below) option plans or similar compensation plan or any
grant or award made under any of the foregoing, except as would
not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect;
(c) violate or conflict with any statute,
regulation, judgment, order, writ, decree or injunction
applicable to the Company, except as would not, individually or
in the aggregate, reasonably be expected to result in a
Material Adverse Effect;
(d) violate or conflict with or result in a breach
of any provision of, or constitute a default (or any event
which, with notice or lapse of time or both, would constitute a
default) under, or result in the termination or in a right of
termination or cancellation of, or accelerate the performance
required by, or result in the creation of any Lien upon any of
the properties of the Company under, or result in being
declared void, voidable or without further binding affect, any
of the terms, conditions or provisions of any note, bond,
mortgage, indenture, deed of trust or any license, franchise,
permit lease, contract, agreement or other instrument,
commitment or obligation to which the Company is a party, or by
which the Company or any of its properties is bound or
affected, except for any of the foregoing matters which would
not reasonably be expected to, individually or in the
aggregate, result in a Material Adverse Effect; or
-4-<PAGE>
(e) require any consent, approval or authorization
of, or declaration, filing or registration with any
Governmental Authority, other than any filings required under
the Securities Act, the Exchange Act, Blue Sky Laws and any
filings required to be made with any national securities
exchange on which the Company Common Stock is listed, except as
would not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.
(f) For purposes hereof, the terms listed below
shall have the following meanings:
"Partnerships" shall mean, collectively, Carr
Realty, L.P. and CarrAmerica Realty, L.P., Delaware limited
partnerships.
"Units" shall mean units of partnership interest
in the Partnerships.
2.5. SECURITIES LAW MATTERS; MATERIAL CHANGES; CORPORATE
ACTION COVENANTS
(a) As of the date hereof and as of the date of the
Closing, the Company Prospectuses do not and will not contain
any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(b) The documents incorporated or deemed to be
incorporated by reference in the Company Prospectuses pursuant
to Item 12 of Form S-3 under the Securities Act, at the time
they were or hereafter are filed with the SEC, complied and
will comply in all material respects with the requirements of
the Exchange Act and the rules and regulations of the SEC under
the Exchange Act, and, when read together with the other
information in the Company Prospectuses, as of the date hereof
and as of the date of the Closing, did not and will not include
an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(c) Since the respective dates as of which
information is given in the Company Prospectuses, except as
otherwise stated therein, (A) there has been no change in the
condition, financial or otherwise, or in the earnings, assets
or business affairs of the Company and the Subsidiaries
considered as one enterprise, whether or not arising in the
ordinary course of business, except as would not reasonably be
expected to, individually or in the aggregate, result in a
Material Adverse Effect, (B) no casualty loss or condemnation
or other event with respect to any of the interests held
directly or indirectly in any of the real properties owned,
directly or indirectly, by the Company or any entity wholly or
partially owned by
-5-<PAGE>
the Company has occurred, except as would not reasonably be
expected to, individually or in the aggregate, result in a
Material Adverse Effect, (C) except for regular quarterly
dividends on the Common Stock and dividends on the Preferred
Stock in amounts per share that are consistent with past
practice, there has been no dividend or distribution of any
kind declared, paid or made by the Company on any class of its
capital stock or by either of the Partnerships with respect to
its Units, and (D) with the exception of transactions in
connection with stock options and in connection with dividend
reinvestment plans, the issuance of shares of Common Stock upon
the exchange of Units of the Partnerships and the issuance of
Units of the Partnerships in connection with the acquisition of
real or personal property, there has been no change in the
capital stock or in the partnership interests or member
interests, as the case may be, of the Company or any
Subsidiary, and no increase in the indebtedness of the Company
or any Subsidiary, that is material to such entities considered
as one enterprise.
(d) The financial statements (including the notes
thereto) including in, or incorporated by reference into, the
Company Prospectuses present fairly the financial position of
the respective entity or entities presented therein at the
respective dates indicated (if such financial position is
presented) and the results of their operations for the
respective periods specified and, except as otherwise stated in
the Company Prospectuses, said financial statements have been
prepared in conformity with generally accepted accounting
principles applied on a consistent basis.
(e) As of the date hereof, the Company and its
Controlled Subsidiaries have complied in all material respects
with the Corporate Action Covenants set forth in Section 6.1 of
the Stockholders Agreement.
(f) For purposes hereof, "Company Prospectuses"
shall mean, collectively, the Prospectus dated December 16,
1997 and the Prospectus Supplements, each dated December 18,
1997 relating to the shares of Company Common Stock to be
offered to the Subscriber, copies of each of which are attached
hereto as Exhibit A.
2.6. LITIGATION; COMPLIANCE WITH LAW
(a) There are no Actions pending or, to the
Company's knowledge, threatened against the Company or any of
its Significant Subsidiaries that would, individually or in the
aggregate, reasonably be expected to result in a Material
Adverse Effect, or which question the validity hereof or any
action taken or to be taken in connection herewith. There are
no continuing orders, injunctions or decrees of any Government
Authority to which the Company or any of its Significant
Subsidiaries is a party or by which any of its properties or
assets are bound.
-6-<PAGE>
(b) None of the Company or its Significant
Subsidiaries is in violation of any statute, rule, regulation,
order, writ, decree or injunction of any Government Authority
or any body having jurisdiction over them or any of their
respective properties which, if enforced, would, individually
or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.
2.7. TAX MATTERS; REIT AND PARTNERSHIP STATUS
(a) The Company (i) was eligible to and did validly
elect to be taxed as a REIT under Sections 856 through 860 of
the Code effective as of its taxable year ended December 31,
1993, and does not intend, in its federal income tax return for
the tax year that will end on December 31, 1997, to revoke such
election, (ii) has not, to its knowledge, taken or omitted to
take any action that would reasonably be expected to result in
a termination of or challenge to its status as a REIT, (iii) is
not aware that any such challenge is pending or threatened,
(iv) intends to continue to operate in such a manner as to
qualify as a REIT for 1997, and (v) to the Company's knowledge,
and assuming the accuracy of Subscriber's representation in
Section 3.7, will not be rendered unable to qualify as a REIT
for federal income tax purposes as a consequence of the
transactions contemplated hereby.
(b) Each Partnership and each subsidiary of the
Company organized as a partnership (and any other subsidiary of
the Company that files tax returns as a partnership for federal
income tax purposes) was and continues to be classified as a
partnership for federal income tax purposes.
(c) For purposes of this Section 2.7, no
representation set forth in Section 2.7 shall be deemed to be
untrue unless such untruths would, individually or in the
aggregate, be reasonably expected to result in a Material
Adverse Effect.
2.8. COMPLIANCE WITH ORGANIZATIONAL DOCUMENTS
Neither the Company nor any of its Significant
Subsidiaries is in default under or in violation of any
provision of the Company Charter or the By-laws of the Company
or the Partnership Agreement (or equivalent documents), except
for such defaults or violations which would not, individually
or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.
2.9. MARYLAND TAKEOVER LAW
The terms of Section 3-602 and Subtitle 7 of Title 3
of the Maryland General Corporation Law will not apply to
Subscriber, the Subscription or any other transaction
contemplated hereby.
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2.10. BROKERS OR FINDERS
No agent, broker, investment banker or other firm or
person, including any of the foregoing that is an Affiliate of
the Company, is or will be entitled to any broker's or finder's
fee or any other commission or similar fee from the Company in
connection with this Agreement or any of the transactions
contemplated hereby for which Subscriber will be responsible.
3. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER AND THE
ADVANCING PARTY
Subscriber and the Advancing Party hereby jointly and
severally represent and warrant to the Company as follows:
3.1. ORGANIZATION AND STANDING
Each of Subscriber and the Advancing Party is a
corporation duly incorporated, validly existing and in good
standing under the laws of Luxembourg. Subscriber has all
requisite corporate power and authority to own, operate, lease
and encumber its properties and carry on its business as now
conducted, and to enter into this Agreement and to perform its
obligations hereunder.
3.2. DUE AUTHORIZATION
The execution, delivery and performance of this
Agreement have been duly and validly authorized by all
necessary corporate action on the part of Subscriber and the
Advancing Party. This Agreement has been duly executed and
delivered by each of Subscriber and the Advancing Party for
itself and constitutes the valid and legally binding
obligations of Subscriber and the Advancing Party, enforceable
against Subscriber or the Advancing Party, as the case may be,
in accordance with its terms, subject to applicable bankruptcy,
insolvency, moratorium or other similar laws relating to
creditors' rights or general principles of equity.
3.3. CONFLICTING AGREEMENTS AND OTHER MATTERS
Neither the execution and delivery of this Agreement
nor the performance by Subscriber or the Advancing Party, as
the case may be, of its obligations hereunder will conflict
with, result in a breach of the terms, conditions or provisions
of, constitute a default under, result in the creation of any
mortgage, security interest, encumbrance, lien, or charge of
any kind upon any of the properties or assets of Subscriber or
the Advancing Party, as the case may be, pursuant to, or
require any consent, approval or other action by or any notice
to or filing with any Government Authority pursuant to, the
organizational documents or agreements of Subscriber or the
Advancing Party, as the case may be, or any
-8-<PAGE>
agreement, instrument, order, judgment, decree, statute, law,
rule or regulation by which Subscriber or the Advancing Party,
as the case may be, is bound, except for filings after any
Closing under Section 13(d) of the Exchange Act.
3.4. SOURCE OF FUNDS
At the Closing, the Advancing Party shall have
available and shall advance to Subscriber all of the funds
necessary to satisfy Subscriber's obligations hereunder and to
pay any related fees and expenses in connection with the
foregoing.
3.5. BROKERS AND FINDERS
No agent, broker, investment banker or other firm or
person, including any of the foregoing that is an Affiliate of
Subscriber or the Advancing Party, is or will be entitled to
any broker's or finder's fee or any other commission or similar
fee from Subscriber or the Advancing Party in connection with
this Agreement or the transactions contemplated hereby for
which the Company will be responsible.
3.6. REIT QUALIFICATION MATTERS
To Subscriber's knowledge, no person which would be
treated as an "individual" for purposes of Section 542(a)(2) of
the Code (as modified by Section 856(h) of the Code) owns or
would be considered to own (taking into account the ownership
attribution rules under Section 544 of the Code, as modified by
Section 856(h) of the Code) in excess of 9.8% of the value of
the outstanding equity interest in Subscriber or the Advancing
Party.
3.7. INVESTMENT COMPANY MATTERS
Neither the Advancing Party nor Subscriber is, and
after giving effect to the purchase of the Concurrent Shares,
neither will be, and "investment company" or an entity
"controlled" by an "investment company," as such terms are
defined in the Investment Company Act of 1940, as amended.
4. CONDITIONS TO CLOSING
4.1. CONDITIONS TO OBLIGATIONS OF SUBSCRIBER
The obligations of Subscriber to purchase and pay for
the Concurrent Shares at the Closing are subject to
satisfaction or waiver of each of the following conditions
precedent:
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(a) All conditions to the closing of the Public
Offerings as set forth in the underwriting agreement between
the Company and the underwriters for the Public Offering, other
than conditions relating to the transactions contemplated by
this Agreement (if any), shall have been satisfied or waived,
and the Company shall have delivered to Subscriber at the
Closing a certificate of an appropriate officer in form and
substance reasonably satisfactory to Subscriber dated the date
of the Closing to such effect.
(b) The representations and warranties of the
Company contained herein shall have been true and correct in
all respects on and as of the date hereof, and shall be true
and correct in all respects on and as of the Closing with the
same effect as though such representations and warranties had
been made on and as of the date of the Closing (except for
representations and warranties that speak as of a specific date
or time other than the date of the Closing (which need only be
true and correct in all respects as of such date or time)),
other than, in all such cases, such failures to be true and/or
correct as would not in the aggregate reasonably be expected to
have a Material Adverse Effect; provided, however, that if any
of the representations and warranties is already qualified in
any respect by materiality or as to Material Adverse Effect for
purposes of this Section 4.1(b) such materiality or Material
Adverse Effect qualification will be in all respects ignored
(but subject to the overall standard as to Material Adverse
Effect set forth immediately prior to this proviso). The
Company shall have delivered to Subscriber at the Closing a
certificate of an appropriate officer in form and substance
reasonably satisfactory to Subscriber dated the date of the
Closing to such effect.
In making any determination as to Material Adverse
Effect under this Section 4.1(b), the matters set forth in each
such Section shall be aggregated and considered together.
(c) There shall not be in effect any order, decree
or injunction of a court or agency of competent jurisdiction
which enjoins or prohibits consummation of the transactions
contemplated hereby and there shall be no pending Actions which
would reasonably be expected to have a material adverse effect
on the ability of the Company to consummate the transactions
contemplated hereby or to issue the Concurrent Shares.
(d) The Company shall not have taken any action or
have failed to take any action which would reasonably be
expected to, alone or in conjunction with any other factors,
result in the loss of its status as a REIT for federal income
tax purposes.
-10-<PAGE>
4.2. CONDITIONS TO OBLIGATIONS OF THE COMPANY
The obligations of the Company to issue and sell the
Concurrent Shares at the Closing are subject to satisfaction or
waiver of each of the following conditions precedent:
(a) All conditions to the closings of the Public
Offerings as set forth in the underwriting agreements between
the Company and the underwriters for the Public Offerings,
other than conditions relating to the transactions contemplated
by this Agreement (if any), shall have been satisfied or
waived.
(b) The representations and warranties of Subscriber
and the Advancing Party contained herein shall have been true
and correct in all respects on and as of the date hereof, and
shall be true and correct in all respects on and as of the
Closing with the same effect as though such representations and
warranties had been made on and as of the date of the Closing
(except for representations and warranties that speak as of a
specific date or time other than the date of the Closing (which
need only be true and correct in all respects as of such date
or time)), other than, in all such cases, such failures to be
true and/or correct as would not in the aggregate reasonably be
expected to have a Material Adverse Effect. Subscriber shall
have delivered to the Company at the Closing a certificate of
an appropriate officer in form and substance reasonably
satisfactory to the Company dated the date of the Closing to
such effect.
(c) There shall not be in effect any order, decree
or injunction of a court or agency of competent jurisdiction
which enjoins or prohibits consummation of the transactions
contemplated hereby and there shall be no pending Actions which
would reasonably be expected to have a material adverse effect
on the ability of the Company to consummate the transactions
contemplated hereby or to issue the Concurrent Shares.
5. SURVIVAL; INDEMNIFICATION
5.1. SURVIVAL
All representations, warranties, covenants and
agreements of the parties contained herein, including indemnity
or indemnification agreements contained herein, shall survive
the Closing until the first anniversary of the Closing. No
Action or proceeding may be brought with respect to any of the
representations, warranties, covenants or agreements unless
written notice thereof, setting forth in reasonable detail the
claimed misrepresentation or breach of warranty or breach of
covenant or agreement, shall have been delivered to the party
alleged to have breached such representation or warranty or
such covenant or agreement prior to the first anniversary of
the Closing. Those covenants or
-11-<PAGE>
agreements that contemplate or may involve actions to be taken
or obligations in effect after the Closing shall survive in
accordance with their terms.
5.2. INDEMNIFICATION BY SUBSCRIBER OR THE COMPANY
(a) Subject to Section 5.1, from and after the
Closing, Subscriber shall indemnify and hold harmless the
Company, its successors and assigns, from and against any and
all Loss and Expenses suffered, directly or indirectly, by the
Company by reason of, or arising out of, (i) any breach as of
the date made or deemed made or required to be true of any
representation or warranty made by Subscriber in or pursuant to
this Agreement, or (ii) any failure by Subscriber to perform or
fulfill any of its covenants or agreements set forth herein.
Notwithstanding any other provision of this Agreement to the
contrary, in no event shall Loss and Expenses include a party's
incidental or consequential damages.
(b) Subject to Section 5.1, from and after the
Closing, the Company shall indemnify and hold harmless
Subscriber, its successors and assigns, from and against any
and all Loss and Expenses suffered, directly or indirectly, by
Subscriber by reason of, or arising out of, any breach as of
the date made or deemed made or required to be true of any
representation or warranty made by Subscriber in or pursuant to
this Agreement, or (ii) any failure the Company to perform or
fulfill any of its covenants or agreements set forth herein.
Notwithstanding any other provision of this Agreement to the
contrary, in no event shall Loss and Expenses include a party's
incidental or consequential damages.
(c) Notwithstanding the foregoing, (i) neither
Subscriber nor the Company shall be responsible for any Loss
and Expenses as provided by paragraphs (a) and (b), respec-
tively, of this Section 5.2, until the cumulative aggregate
amount of such Loss and Expenses suffered by Subscriber or the
Company as the case may be, exceeds $500,000, in which case
Subscriber or the Company, as the case may be, shall then be
liable for all such Loss and Expenses, and (ii) the cumulative
aggregate indemnity obligation of each of Subscriber and the
Company under this Section 5.2 shall in no event exceed the
Purchase Price. Except with respect to third-party claims
being defended in good faith or claims for indemnification with
respect to which there exists a good faith dispute, the indem-
nifying party shall satisfy its obligations hereunder within 30
days of receipt of a notice of claim under this Section 5.
5.3. THIRD-PARTY CLAIMS
If a claim by a third party is made against Subscri-
ber or the Advancing Party or the Company (each, an "Indemni-
fied Party") and if such Indemnified Party intends to seek
indemnity with respect thereto under this Section 5, such
Indemnified Party shall promptly notify the indemnifying party
in
-12-<PAGE>
writing of such claims setting forth such claims in reasonable
detail. The indemnifying party shall have 20 days after
receipt of such notice to undertake, through counsel of its own
choosing and at its own expense, the settlement or defense
thereof, and the Indemnified Party shall cooperate with it in
connection therewith; provided, however, that the Indemnified
Party may participate in such settlement or defense through
counsel chosen by such Indemnified Party, provided that the
fees and expenses of such counsel shall be borne by such
Indemnified Party. The Indemnified Party shall not pay or
settle any claim which the indemnifying party is contesting.
Notwithstanding the foregoing, the Indemnified Party shall have
the right to pay or settle any such claim, provided that in
such event it shall waive any right to indemnity therefor by
the indemnifying party. If the indemnifying party does not
notify the Indemnified Party within 20 days after the receipt
of the Indemnified Party's notice of a claim of indemnity
hereunder that it elects to undertake the defense thereof, the
Indemnified Party shall have right to contest, settle or
compromise the claim but shall not thereby waive any right to
indemnity therefor pursuant to this Agreement.
6. MISCELLANEOUS
6.1. COUNTERPARTS
This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same
agreement, and shall be effective when one or more counterparts
have been signed by each party hereto and delivered to the
other party. Copies of executed counterparts transmitted by
telecopy, telefax or other electronic transmission service
shall be considered original executed counterparts for purposes
of this Section, provided receipt of copies of such
counterparts is confirmed.
6.2. GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND WITHOUT
REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF.
6.3. ENTIRE AGREEMENT
This Agreement contains the entire agreement between
the parties hereto with respect to the subject matter hereof
and there are no agreements, understandings, representations or
warranties between the parties other than those set forth or
referred to herein. This Agreement is not intended to confer
upon any person not a party hereto (and their successors and
assigns) any rights or remedies hereunder.
-13-<PAGE>
6.4. NOTICES
All notices and other communications hereunder shall
be sufficiently given for all purposes hereunder if in writing
and delivered personally, sent by documented overnight delivery
service or, to the extent receipt is confirmed, telecopy,
telefax or other electronic transmission service to the
appropriate address or number as set forth below. Notices to
the Company shall be addressed to:
CarrAmerica Realty Corporation
1700 Pennsylvania Avenue, N.W.
Washington, DC 20006
Attention: Thomas A. Carr, President
Telecopy Number: (202) 638-0102
with a copy (which shall not constitute notice) to:
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, DC 20004-1109
Attention: J. Warren Gorrell, Jr., Esq.
Telecopy Number: (202) 637-5910
Notices to Subscriber or the Advancing Party shall be
addressed to:
Security Capital Holdings S.A.
69, route d'Esch
L-2953 Luxembourg
Attention: Paul E. Szurek, Managing Director
Telecopy Number: (352) 4590-3331
with a copy (which shall not constitute notice) to:
Wachtell, Lipton, Rosen & Katz
51 W. 52nd Street
New York, New York 10019
Attention: Adam O. Emmerich, Esq.
Telecopy Number: (212) 403-2000
6.5. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors.
Neither Subscriber nor the Advancing Party shall be permitted
to assign any of its rights hereunder to any third party;
provided, however, that Subscriber and the Advancing Party may
assign all (but not less than all) of their rights hereunder to
any other Investor so
-14-<PAGE>
long as such other Investor agrees in writing, in a form
reasonably acceptable to the Company, to be bound by all the
terms and conditions of this Agreement.
6.6. HEADINGS
The Section and other headings contained in this
Agreement are inserted for convenience of reference only and
shall not affect the meaning or interpretation of this
Agreement.
6.7. AMENDMENTS AND WAIVERS
This Agreement may not be modified or amended except
by an instrument or instruments in writing signed by the party
against whom enforcement of any such modification or amendment
is sought. Any party hereto may only by an instrument in
writing, waive compliance by the other parties hereto with any
term or provision hereof on the part of such other party hereto
to be performed or complied with. The waiver by any party
hereto of a breach of any term or provision hereof shall not be
construed as a waiver of any subsequent breach.
6.8. EXPENSES
Except as set forth in this Agreement, whether or not
the Closing is consummated, all legal and other costs and
expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party
incurring such costs and expenses.
6.9. SEVERABILITY
Any provision hereof which is invalid or
unenforceable shall be ineffective to the extent of such
invalidity or unenforceability, without affecting in any way
the remaining provisions hereof.
6.10. FURTHER ASSURANCES
The Company, Subscriber and the Advancing Party agree
that, from time to time, whether before, at or after the
Closing, each of them will execute and deliver such further
instruments of conveyance and transfer and take such other
action as may be necessary to carry out the purposes and
intents hereof.
6.11. JOINT AND SEVERAL LIABILITY; GUARANTY
The obligations and liability of Subscriber and the
Advancing Party under or in connection with this Agreement are
joint and several. The Advancing
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Party hereby unconditionally and irrevocably guarantees and
agrees to be responsible for the payment and performance of all
of Subscriber's obligations hereunder.
-16-<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement, or have caused this Agreement to be
duly executed on their behalf, as of the day and year first
above written.
CARRAMERICA REALTY CORPORATION
By/s/ Brian K. Fields
Name: Brian K. Fields
Title: Chief Financial Officer
SECURITY CAPITAL HOLDINGS S.A.
By/s/ David Roth
Name: David A. Roth
Title: Vice President
SECURITY CAPITAL U.S. REALTY
By/s/ David Roth
Name: David A. Roth
Title: Vice President
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