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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CarrAmerica Realty Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-1796339
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Depositary Shares Representing Shares New York Stock Exchange
of 8.45% Series D Cumulative Redeemable
Preferred Stock, Par Value $.01 Per Share
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), check the following box. /x/
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), check the following box. / /
Securities Act registration statement file number to which this form relates:
333-22353
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
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Item 1. Description of Registrant's Securities to be Registered.
The information set forth under the caption "Description of Series D
Preferred Shares and Depositary Shares" in the Registrant's Prospectus
Supplement dated December 16, 1997 and under the caption "Description of
Preferred Stock" in the Registrant's Prospectus dated December 16, 1997, filed
simultaneously with the Commission on December 18, 1997 under Rule 424(b)(5) as
a form of prospectus used after the effectiveness of the Registrant's
registration statement on Form S-3 (Registration No. 333-22353) covering the
offer and sale of shares of the class of the securities being registered hereby,
is incorporated herein by reference.
Item 2. Exhibits
The exhibits to this registration statement are listed in the Exhibit
Index, which appears after the signature page and is incorporated herein by
reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
CARRAMERICA REALTY CORPORATION
Date: January 7, 1998
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By: /s/ Brian K. Fields
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Name: Brian K. Fields
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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4.1 Form of Articles Supplementary relating to Series D Cumulative
Redeemable Preferred Stock (incorporated by reference to
Exhibit 4.1 in the Company's Amendment No. 1 to Current Report
on Form 8-K/A filed with the Commission on January 7, 1998)
4.2 Deposit Agreement dated as of December 16, 1997 among
CarrAmerica Realty Corporation, BankBoston, N.A., as
Depositary, and the Holders from Time to Time of the Depositary
Receipts Described Therein Relating to Series D Cumulative
Redeemable Preferred Stock (incorporated by reference to
Exhibit 4.2 in the Company's Current Report on Form 8-K filed
with the Commission on December 19, 1997)
