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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 16, 1997
CARRAMERICA REALTY CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 1-11706 52-1796339
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(State or other jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
1700 Pennsylvania Avenue, N.W., Washington, D.C. 20006
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (202) 624-7500
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FORM 8-K/A
Item 1: Change in Control of Registrant
Not applicable.
Item 2: Acquisition or Disposition of Assets
Not applicable.
Item 3: Bankruptcy or Receivership
Not applicable.
Item 4: Changes in Registrant's Certifying Accountant
Not applicable.
Item 5: Other events.
On December 16, 1997, CarrAmerica Realty Corporation (the "Company")
entered into an Underwriting Agreement and related Terms Agreement with Goldman,
Sachs & Co., Prudential Securities Incorporated and Wheat First Butcher Singer
relating to the issuance and sale by the Company of 2,000,000 depositary shares
(the "Depositary Shares"), each such share representing a one-tenth (1/10)
fractional interest in a share of Series D Cumulative Redeemable Preferred
Stock, par value $.01 per share, of the Company. In connection therewith, the
Company granted to the Underwriters (as defined in the above-described Terms
Agreement) an option to purchase an additional 300,000 Depositary Shares to
cover over-allotments, if any. The Depositary Shares were registered under the
Securities Act of 1933, as amended, pursuant to the Company's Registration
Statement on Form S-3 (No. 333-22353).
Item 6: Resignations of Registrant's Directors
Not applicable.
Item 7: Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
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The exhibits to this Amendment No. 1 on Form 8-K/A are listed in the
Exhibit Index, which appears immediately after the signature page and is
incorporated herein by this reference.
Item 8: Change in Fiscal Year
Not applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 7, 1998 CARRAMERICA REALTY CORPORATION
By: /s/ Brian K. Fields
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Brian K. Fields
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Exhibit
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1.1 Terms Agreement dated December 16, 1997, together with related
Underwriting Agreement dated December 16, 1997 (incorporated by
reference to Exhibit 1.1 to the Form 8-K of the Company filed
on December 19, 1997, the filing amended by this Amendment No.
1 on Form 8-K/A)
4.1 Articles Supplementary relating to Series D Cumulative
Redeemable Preferred Stock of the Company
4.2 Deposit Agreement dated December 16, 1997 between the Company
and 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 to the Form 8-K of the Company
filed on December 19, 1997, the filing amended by this
Amendment No. 1 on Form 8-K/A)
5.1 Opinion of Hogan & Hartson L.L.P. dated December 19, 1997 as to
the validity of the securities (incorporated by reference to
Exhibit 5.1 to the Form 8-K of the Company filed on December
19, 1997, the filing amended by this Amendment No. 1 on Form
8-K/A)
Exhibit 4.1
ARTICLES SUPPLEMENTARY
RELATING TO
SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK
OF
CARRAMERICA REALTY CORPORATION
Pursuant to Section 2-208(b) of the
General Corporation Law of Maryland
CarrAmerica Realty Corporation, a Maryland corporation (the
"Corporation"), hereby certifies that, pursuant to the authority conferred upon
the Board of Directors of the Corporation by Section 4.4 of the Charter and in
accordance with Section 2-208(b) of the General Corporation Law of Maryland, the
Board of Directors on December 15, 1997 duly classified unissued shares of
Preferred Stock of the Corporation, and the description of the Preferred Stock,
including the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption thereof, as set by the Board of Directors, are as
follows:
Section 1. Number of Shares and Designation. This class of
Preferred Stock shall be designated as Series D Cumulative Redeemable Preferred
Stock, par value $.01 per share (the "Series D Preferred Stock"). The number of
shares of preferred stock constituting the Series D Preferred Stock is 230,000.
Section 2. Definitions. The following terms shall have the
following meanings herein:
(a) "Board of Directors" shall mean the Board of Directors of
the Corporation or any committee authorized by the Board of Directors to perform
any of its responsibilities with respect to the Series D Preferred Stock.
(b) "Business Day" shall mean any day other than a Saturday,
Sunday or day on which state or federally chartered banking institutions in New
York City, New York are not required to be open.
(c) "Call Date" shall have the meaning set forth in
Section 6(b).
(d) "Capital Gains Amount" shall have the meaning set forth in
Section 3(d).
(e) "Charter" means the Articles of Amendment and Restatement
of Articles of Incorporation of the Corporation, as amended to the date hereof
and as the same may be amended hereafter from time to time.
(f) "Code" shall have the meaning set forth in Section 12.
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(g) "Common Stock" shall mean the common stock of the
Corporation, par value $.01 per share.
(h) "Dividend Payment Date" shall mean the last calendar day
(or, if such day is not a Business Day, the next Business Day thereafter) of
each February, May, August, and November, commencing on March 2, 1998.
(i) "Dividend Periods" shall mean quarterly dividend periods
commencing on March 1, June 1, September 1 and December 1 of each year and
ending on and including the day of the next succeeding Dividend Payment Date
(other than the initial Dividend Period, which shall commence on the Issue Date,
and other than the Dividend Period during which any shares of Series D Preferred
Stock shall be redeemed pursuant to Section 6, which shall end on and include
the Call Date with respect to the shares of Series D Preferred Stock being
redeemed).
(j) "Exempted Person" shall have the meaning set forth in
Section 12.
(k) "Fully Junior Stock" shall mean the Common Stock and any
other class or series of shares of capital stock of the Corporation now or
hereafter issued and outstanding over which the Series D Preferred Stock has
preference or priority in both (i) the payment of dividends and (ii) the
distribution of assets on any liquidation, dissolution or winding up of the
Corporation.
(l) "Issue Date" shall mean the first date on which the
pertinent shares of the Series D Preferred Stock are issued and sold.
(m) "Junior Stock" shall mean the Common Stock and any other
class or series of shares of capital stock of the Corporation now or hereafter
issued and outstanding over which the Series D Preferred Stock has preference or
priority in the payment of dividends or in the distribution of assets on any
liquidation, dissolution or winding up of the Corporation.
(n) "Parity Stock" shall have the meaning set forth in
Section 8(b).
(o) "Preferred Stock" shall mean the preferred stock of the
Corporation, par value $.01 per share.
(p) "Series D Preferred Stock" shall have the meaning set
forth in Section 1.
(q) "set apart for payment" shall be deemed to include,
without any action other than the following, the recording by the Corporation in
its accounting ledgers of any accounting or bookkeeping entry which indicates,
pursuant to a declaration of dividends or other distribution by the Board of
Directors, the allocation of funds to be so paid on any series or class of
shares of capital stock of the Corporation; provided, however, that if any funds
for any class or series of Junior Stock or Fully Junior Stock or any class or
series of shares of capital stock ranking on a parity with the Series D
Preferred Stock as to the payment of dividends are placed in a separate account
of the Corporation or delivered to a disbursing, paying or other similar agent,
then "set apart for payment" with respect to the Series D Preferred Stock shall
mean placing such funds in such separate account or delivering such funds to a
disbursing, paying or other similar agent.
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(r) "Total Dividends" shall have the meaning set forth in
Section 3(d).
(s) "Transfer Agent" means BankBoston, N.A., Boston,
Massachusetts, or such other agent or agents of the Corporation as may be
designated by the Board of Directors or their designee as the transfer agent,
registrar and dividend disbursing agent for the Series D Preferred Stock.
Section 3. Dividends.
(a) The holders of Series D Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors out of funds
legally available for that purpose, cumulative, preferential dividends payable
in cash at the rate of 8.45% per annum per share. Such dividends shall begin to
accrue and shall be fully cumulative from the Issue Date, whether or not in any
Dividend Period or Periods there shall be funds of the Corporation legally
available for the payment of such dividends, and shall be payable quarterly,
when, as and if declared by the Board of Directors, in arrears on Dividend
Payment Dates, commencing on the first Dividend Payment Date after the Issue
Date. Such dividends shall be payable in arrears to the holders of record of
Series D Preferred Stock, as they appear on the stock records of the Corporation
at the close of business on the record date, not more than 50 nor less than 10
days preceding the relevant Dividend Payment Date, as shall be fixed by the
Board of Directors. Accrued and unpaid dividends for any past Dividend Periods
may be declared and paid on any date and for such interim periods, without
reference to any regular Dividend Payment Date, to holders of record on such
date, not exceeding 50 days preceding the payment date thereof, as may be fixed
by the Board of Directors. Any dividend payment made on the Series D Preferred
Stock shall first be credited against the earliest accrued but unpaid dividend
due with respect to the Series D Preferred Stock which remains payable.
(b) The amount of dividends referred to in Section 3(a)
payable for each full Dividend Period for the Series D Preferred Stock shall be
computed by dividing the annual dividend rate by four, except that the amount of
dividends payable for the initial Dividend Period, and for any Dividend Period
shorter than a full Dividend Period, for the Series D Preferred Stock shall be
computed on the basis of the actual number of days in such Dividend Period.
Holders of Series D Preferred Stock shall not be entitled to any dividends,
whether payable in cash, property or shares of stock, in excess of cumulative
dividends, as herein provided, on the Series D Preferred Stock. No interest, or
sum of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on the Series D Preferred Stock that may be in arrears.
<PAGE>
(c) Dividends on Series D Preferred Stock will accrue whether
or not the Corporation has earnings, whether or not there are funds legally
available for the payment of such dividends and whether or not such dividends
are declared.
(d) If, for any taxable year, the Corporation elects to
designate as "capital gain dividends" (as defined in Section 857 of the Code),
any portion (the "Capital Gains Amount") of the total dividends (within the
meaning of the Code) paid or made available for the year to holders of all
classes of capital stock (the "Total Dividends"), then the portion of the
Capital Gains Amount that shall be allocable to holders of Series D Preferred
Stock shall be in the same portion that the Total Dividends paid or made
available to the holders of Series D Preferred Stock for the year bears to the
Total Dividends.
(e) So long as any shares of Series D Preferred Stock are
outstanding, no dividends, except as described in the immediately following
sentence, shall be declared or paid or set apart for payment on any class or
series of Parity Stock for any period unless full cumulative dividends have been
or contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof set apart for such payment on the Series D Preferred Stock
for all Dividend Periods terminating on or prior to the dividend payment date
for such class or series of Parity Stock. When dividends are not paid in full or
a sum sufficient for such payment is not set apart, as aforesaid, all dividends
declared upon Series D Preferred Stock and all dividends declared upon any other
class or series of Parity Stock shall be declared ratably in proportion to the
respective amounts of dividends accumulated and unpaid on the Series D Preferred
Stock and accumulated and unpaid on such Parity Stock.
(f) So long as any shares of Series D Preferred Stock are
outstanding, no dividends (other than dividends or distributions paid solely in
shares of, or options, warrants or rights to subscribe for or purchase shares
of, Fully Junior Stock) shall be declared or paid or set apart for payment or
other distribution declared or made upon Junior Stock or Fully Junior Stock, nor
shall any Junior Stock or Fully Junior Stock be redeemed, purchased or otherwise
acquired (other than a redemption, purchase or other acquisition of shares of
Common Stock made for purposes of any employee incentive or benefit plan of the
Corporation or any subsidiary) for any consideration (or any moneys be paid to
or made available for a sinking fund for the redemption of any such shares) by
the Corporation, directly or indirectly (except by conversion into or exchange
for shares of Fully Junior Stock), unless in each case (i) the full cumulative
dividends on all outstanding shares of Series D Preferred Stock and any other
Parity Stock of the Corporation shall have been or contemporaneously are
declared and paid or declared and set apart for payment for all past Dividend
Periods with respect to the Series D Preferred Stock and all past dividend
periods with respect to such Parity Stock and (ii) sufficient funds shall have
been or contemporaneously are declared and paid or declared and set apart for
the payment of the dividend for the current Dividend Period with respect to the
Series D Preferred Stock and the current dividend period with respect to such
Parity Stock.
<PAGE>
(g) No dividends on Series D Preferred Stock shall be declared
by the Board of Directors or paid or set apart for payment by the Corporation at
such time as the terms and provisions of any agreement of the Corporation,
including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.
Section 4. Liquidation Rights.
(a) In the event of any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, before any payment or
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set apart for the holders of Junior Stock, the holders of the
Series D Preferred Stock shall be entitled to receive Two Hundred and Fifty
Dollars ($250.00) per share of Series D Preferred Stock plus an amount equal to
all dividends (whether or not earned or declared) accrued and unpaid thereon to
the date of final distribution to such holders; but such holders shall not be
entitled to any further payment. If, upon any liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation, or proceeds
thereof, distributable among the holders of the Series D Preferred Stock shall
be insufficient to pay in full the preferential amount aforesaid and liquidating
payments on any other shares of any class or series of Parity Stock, then such
assets, or the proceeds thereof, shall be distributed among the holders of the
Series D Preferred Stock and any such other Parity Stock ratably in accordance
with the respective amounts that would be payable on such Series D Preferred
Stock and any such other Parity Stock if all amounts payable thereon were paid
in full. For the purposes of this Section 4, (i) a consolidation or merger of
the Corporation with one or more corporations, real estate investment trusts, or
other entities, (ii) a sale, lease or transfer of all or substantially all of
the Corporation's assets, or (iii) a statutory share exchange shall not be
deemed to be a liquidation, dissolution or winding up, voluntary or involuntary,
of the Corporation.
(b) Subject to the rights of the holders of shares of any
series or class or classes of capital stock ranking on a parity with or prior to
the Series D Preferred Stock upon liquidation, dissolution or winding up, upon
any liquidation, dissolution or winding up of the Corporation, after payment
shall have been made in full to the holders of the Series D Preferred Stock, as
provided in this Section 4, any other series or class or classes of Junior Stock
or Fully Junior Stock shall, subject to the respective terms and provisions (if
any) applying thereto, be entitled to receive any and all assets remaining to be
paid or distributed, and the holders of the Series D Preferred Stock shall not
be entitled to share therein.
<PAGE>
Section 5. Conversion. The shares of Series D Preferred Stock
are not convertible or exchangeable for any other property or securities of the
Corporation.
Section 6. Redemption at the Option of the Corporation.
(a) The Series D Preferred Stock shall not be redeemable by
the Corporation prior to December 19, 2002. On and after that date, the
Corporation, at its option, may redeem the Series D Preferred Stock, in whole or
in part at any time or from time to time, at a redemption price of Two Hundred
and Fifty Dollars ($250.00) per share of Series D Preferred Stock, plus the
amounts indicated in Section 6(b).
(b) Upon any redemption of the Series D Preferred Stock
pursuant to this Section 6, the Corporation shall pay all accrued and unpaid
dividends, if any, thereon ending on or prior to the date of such redemption
(the "Call Date"), without interest. If the Call Date falls after a dividend
payment record date and prior to the corresponding Dividend Payment Date, then
each holder of Series D Preferred Stock at the close of business on such
dividend payment record date shall be entitled to the dividend payable on such
shares on the corresponding Dividend Payment Date notwithstanding the redemption
of such shares before such Dividend Payment Date. Except as provided above, the
Corporation shall make no payment or allowance for unpaid dividends, whether or
not in arrears, on shares of Series D Preferred Stock called for redemption.
(c) If full cumulative dividends on the Series D Preferred
Stock and any other class or series of Parity Stock of the Corporation have not
been declared and paid or declared and set apart for payment, the Series D
Preferred Stock or Parity Stock may not be redeemed under this Section 6 in part
and the Corporation may not purchase or acquire the Series D Preferred Stock or
any Parity Stock, otherwise than pursuant to a purchase or exchange offer made
on the same terms to all holders of Series D Preferred Stock or Parity Stock, as
the case may be.
(d) Notice of the redemption of any Series D Preferred Stock
under this Section 6 shall be mailed by first-class mail to each holder of
record of Series D Preferred Stock to be redeemed at the address of each such
holder as shown on the Corporation's records, not less than 30 nor more than 90
days prior to the Call Date. Neither the failure to mail any notice required by
this Section 6(d), nor any defect therein or in the mailing thereof, to any
particular holder, shall affect the sufficiency of the notice or the validity of
the proceedings for redemption with respect to the other holders. Any notice
which was mailed in the manner herein provided
<PAGE>
shall be conclusively presumed to have been duly given on the date mailed
whether or not the holder receives the notice. Each such mailed notice shall
state, as appropriate: (1) the Call Date; (2) the number of shares of Series D
Preferred Stock to be redeemed and, if fewer than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed from such
holder; (3) the redemption price per share; (4) the place or places at which
certificates for such shares are to be surrendered; and (5) that dividends on
the shares to be redeemed shall cease to accrue on such Call Date except as
otherwise provided herein. Notice having been mailed as aforesaid, from and
after the Call Date (unless the Corporation shall fail to make available an
amount of cash necessary to effect such redemption), (i) except as otherwise
provided herein, dividends on the Series D Preferred Stock so called for
redemption shall cease to accrue, (ii) shares of such Series D Preferred Stock
shall no longer be deemed to be outstanding, and (iii) all rights of the holders
thereof as holders of Series D Preferred Stock of the Corporation shall cease
(except the right to receive cash payable upon such redemption, without interest
thereon, upon surrender and endorsement of their certificates if so required and
to receive any dividends payable thereon). The Corporation's obligation to
provide cash in accordance with the preceding sentence shall be deemed fulfilled
if, on or before the Call Date, the Corporation shall deposit with a bank or
trust company (which may be an affiliate of the Corporation) that has an office
in Washington, D.C., and that has, or is an affiliate of a bank or trust company
that has, capital and surplus of at least $50,000,000, the amount of cash
necessary for such redemption, in trust, with irrevocable instructions that such
cash be applied to the redemption of the Series D Preferred Stock so called for
redemption. No interest shall accrue for the benefit of the holders of Series D
Preferred Stock to be redeemed on any cash so set aside by the Corporation.
Subject to applicable escheat laws, any such cash unclaimed at the end of two
years from the Call Date shall revert to the general funds of the Corporation,
after which reversion the holders of such shares so called for redemption shall
look only to the general funds of the Corporation for the payment of such cash.
As promptly as practicable after the surrender in accordance
with said notice of the certificates for any such shares so redeemed (properly
endorsed or assigned for transfer, if the Corporation shall so require and if
the notice shall so state), such shares shall be exchanged for any cash (without
interest thereon) for which such shares have been redeemed. If fewer than all
the outstanding shares of Series D Preferred Stock are to redeemed, shares to be
redeemed shall be selected by the Corporation from outstanding shares of Series
D Preferred Stock not previously called for redemption by lot or pro rata (as
nearly as may be) or by any other method determined by the Corporation in its
sole discretion to be equitable. If fewer than all the shares of Series D
Preferred Stock represented by any certificate are redeemed, then new
certificates representing the unredeemed shares shall be issued without cost to
the holder thereof.
<PAGE>
Section 7. Shares of Stock to be Retired. All shares of Series
D Preferred Stock which shall have been issued and reacquired in any manner by
the Corporation shall be restored to the status of authorized but unissued
shares of Preferred Stock of the Corporation, without designation as to class or
series.
Section 8. Ranking. Any class or series of shares of capital
stock of the Corporation shall be deemed to rank:
(a) prior to the Series D Preferred Stock, as to the payment
of dividends and as to distribution of assets upon liquidation, dissolution or
winding up, if the holders of such class or series shall be entitled to the
receipt of dividends or of amounts distributable upon liquidation, dissolution
or winding up, as the case may be, in preference or priority to the holders of
Series D Preferred Stock;
(b) on a parity with the Series D Preferred Stock, as to the
payment of dividends and as to distribution of assets upon liquidation,
dissolution or winding up, whether or not the dividend rates, dividend payment
dates or redemption or liquidation prices per share thereof be different from
those of the Series D Preferred Stock, if the holders of such class or series of
shares of stock and the Series D Preferred Stock shall be entitled to the
receipt of dividends and of amounts distributable upon liquidation, dissolution
or winding up in proportion to their respective amounts of accrued and unpaid
dividends per share or liquidation preferences, without preference or priority
one over the other ("Parity Stock");
(c) junior to the Series D Preferred Stock, as to the payment
of dividends or as to the distribution of assets upon liquidation, dissolution
or winding up, if such shares of stock shall be Junior Stock; and
(d) junior to the Series D Preferred Stock, as to the payment
of dividends and as to the distribution of assets upon liquidation dissolution
or winding up, if such shares of stock shall be Fully Junior Stock.
Section 9. Voting.
(a) On any matter on which the holders of Series D Preferred
Stock are entitled to vote (as expressly provided herein or as may be required
by law), including any action by written consent, each share of Series D
Preferred Stock shall have one (1) vote per share, except that when shares of
any other series of Preferred Stock shall have the right to vote with the Series
D Preferred Stock as a single class on any matter, then the Series D Preferred
Stock and such other series shall have with respect to such matters one (1) vote
per $25.00 of stated liquidation preference. With respect to each matter on
which the holders of Series D Preferred Stock are entitled to vote, the holder
of each share of Series D Preferred Stock may designate a number of proxies
equal to the number of votes to which the share is entitled, with each such
proxy having the right to vote a whole number of votes on behalf of such holder.
<PAGE>
(b) If and whenever six dividends payable for quarterly
periods on the Series D Preferred Stock or any series or class of Parity Stock
shall be in arrears (which shall, with respect to any such quarterly dividend,
mean that any such dividend has not been paid in full), whether or not declared
and whether or not such periods are consecutive, the number of directors then
constituting the Board of Directors shall be increased by two, and the holders
of Series D Preferred Stock, together with the holders of shares of every other
series of Parity Stock, voting as a single class regardless of series, shall be
entitled to elect the two additional directors to serve on the Board of
Directors at any annual meeting of shareholders or special meeting held in place
thereof, or at a special meeting of the holders of the Series D Preferred Stock
and the Parity Stock called as hereinafter provided. Whenever all arrears in
dividends on the Series D Preferred Stock and the Parity Stock then outstanding
shall have been paid and dividends thereon for the current quarterly dividend
period shall have been paid or declared and set apart for payment, then the
right of the holders of the Series D Preferred Stock and the Parity Stock to
elect such additional two directors shall immediately cease (but subject always
to the same provision for the vesting of such voting rights in the case of any
similar future arrearages in six quarterly dividends), and the terms of office
of all persons elected as directors by the holders of the Series D Preferred
Stock and the Parity Stock shall immediately terminate and the number of the
Board of Directors shall be reduced accordingly. At any time after such voting
rights shall have been so vested in the holders of Series D Preferred Stock and
the Parity Stock, the secretary of the Corporation may, and upon the written
request of any holder of Series D Preferred Stock (addressed to the secretary at
the principal office of the Corporation) shall, call a special meeting of the
holders of the Series D Preferred Stock and of the Parity Stock for the election
of the two directors to be elected by them as herein provided, such call to be
made by notice similar to that provided in the Bylaws of the Corporation for a
special meeting of the shareholders or as required by law. If any such special
meeting required to be called as above provided shall not be called by the
secretary within 20 days after receipt of any such request, then any holder of
Series D Preferred Stock may call such meeting, upon the notice above provided,
and for that purpose shall have access to the stock records of the Corporation.
The directors elected at any such special meeting shall hold office until the
next annual meeting of the shareholders or special meeting held in lieu thereof
if such office shall not have previously terminated as above provided. If any
vacancy shall occur among the directors elected by the holders of the Series D
Preferred Stock and the Parity Stock, a successor shall be elected by the Board
of Directors, upon the nomination of the then-remaining director elected by the
holders of the Series D Preferred Stock and the Parity Stock or the successor of
such remaining director, to serve until the next annual meeting of the
shareholders or special meeting held in place thereof if such office shall not
have previously terminated as provided above.
<PAGE>
(c) So long as any shares of Series D Preferred Stock are
outstanding, in addition to any other vote or consent of shareholders required
by law or by the Charter of the Corporation, the affirmative vote of at least
66-2/3% of the votes entitled to be cast by the holders of the Series D
Preferred Stock and the Parity Stock, at the time outstanding, acting as a
single class regardless of series, given in person or by proxy, either in
writing without a meeting or by vote at any meeting called for the purpose,
shall be necessary for effecting or validating:
(i) Any amendment, alteration or repeal of any of the
provisions of the Charter of the Corporation (including these Articles
Supplementary) that materially and adversely affects the voting powers,
rights or preferences of the holders of the Series D Preferred Stock or
the Parity Stock; provided, however, that the amendment of the
provisions of the Charter of the Corporation so as to authorize or
create or to increase the authorized amount of shares of any class of
any Fully Junior Stock or Junior Stock that are not senior in any
respect to the Series D Preferred Stock, or any shares of any class
ranking on a parity with the Series D Preferred Stock or the Parity
Stock, shall not be deemed to materially adversely affect the voting
powers, rights or preferences of the holders of Series D Preferred
Stock; and provided further, that if any such amendment, alteration or
repeal would materially and adversely affect any voting powers, rights
or preferences of the Series D Preferred Stock or another series of
Parity Stock that are not enjoyed by some or all of the other series
otherwise entitled to vote in accordance herewith, the affirmative vote
of at least 66-2/3% of the votes entitled to be cast by the holders of
all series similarly affected, similarly given, shall be required in
lieu of the affirmative vote of at least 66-2/3% of the votes entitled
to be cast by the holders of the Series D Preferred Stock and the
Parity Stock otherwise entitled to vote in accordance herewith; or
(ii) A share exchange that affects the Series D
Preferred Stock, a consolidation with or merger of the Corporation into
another entity, or a consolidation with or merger of another entity
into the Corporation, unless in each such case each share of Series D
Preferred Stock (i) shall remain outstanding without a material and
adverse change to its terms and rights or (ii) shall be converted into
or exchanged for preferred stock of the surviving entity having
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms or conditions of
redemption thereof identical to that of a share of Series D Preferred
Stock (except for changes that do not materially and adversely affect
the holders of the Series D Preferred Stock); or
(iii) The authorization or creation of, or the
increase in the authorized amount of, any shares of any class, or any
security convertible into shares of any class, ranking prior to the
Series D Preferred Stock in the distribution of assets on any
liquidation, dissolution or winding up of the Corporation or in the
payment of dividends; provided, however, that no such vote of the
holders of Series D Preferred Stock shall be required if, at or prior
to the time when such amendment, alteration or repeal is to take
effect, or when the issuance of any such shares or convertible
securities is to be made, as the case may be, provision is made for the
redemption of all shares of Series D Preferred Stock at the time
outstanding.
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(d) Except as otherwise required by applicable law or as set
forth herein, the Series D Preferred Stock shall not have any relative,
participating, optional or other special voting rights and powers, and the
consent of the holders thereof shall not be required for the taking of any
corporate action.
Section 10. Record Holders. The Corporation and the Transfer
Agent may deem and treat the record holder of any Series D Preferred Stock as
the true and lawful owner thereof for all purposes, and neither the Corporation
nor the Transfer Agent shall be affected by any notice to the contrary.
Section 11. Sinking Fund. The Series D Preferred Stock shall
not be entitled to the benefits of any retirement or sinking fund.
Section 12. Ownership Limitation. Pursuant to the authority
granted to the Board of Directors under Section 5.10 of the Charter, any Person
(as defined in the Charter) who is not an individual within the meaning of
Section 542(a)(2) of the Internal Revenue Code of 1986, as amended (the "Code"),
as modified by Section 856(h)(3) of the Code (referred to as an "Exempted
Person"), that Acquires (as defined in the Charter) Beneficial Ownership (as
defined in the Charter) of shares of Series D Preferred Stock is exempted from
clause (ii) of the Ownership Limit (as defined in the Charter) with respect to
the Series D Preferred Stock, subject to the condition that no Person (as
defined in the Charter) who is an individual within the meaning of Section
542(a)(2) of the Code, as modified by Section 856(h)(3) of the Code and who
Beneficially Owns (as defined in the Charter) any of the shares of Series D
Preferred Stock owned directly by the Exempted Person at any time Beneficially
Owns an amount of Series D Preferred Stock in excess of the Ownership Limit.
Each Exempted Person who acquires shares of Series D Preferred Stock in reliance
upon the conditional exemption set forth in the preceding sentence represents
and warrants to the Corporation as a condition of such reliance that the
condition set forth therein is satisfied at the time such Exempted Person
Acquired the shares of Series D Preferred Stock and will be satisfied throughout
the period during which such Exempted Person Beneficially Owns the shares of
Series D Preferred Stock. Each Exempted Person who acquires shares of Series D
Preferred Stock in reliance upon the conditional exemption set forth in the
second preceding sentence further agrees that in the event the condition set
forth in the second preceding sentence is at any time not satisfied, the
exemption granted under this Section 12 no longer shall apply to such Exempted
Person and all of the shares of Series D Preferred Stock Beneficially Owned by
such Exempted Person shall be subject to all of the restrictions and remedies
set forth in Article V of the Charter (including, without limitation, the
remedies set forth in Section 5.3 of the Charter).
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IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be signed in its name and on its behalf by its Vice President
and attested by its Assistant Secretary as of December 17, 1997.
ATTEST: CARRAMERICA REALTY CORPORATION
/s/ Debra A. Volpicelli By: /s/ Karen Dorigan
- ---------------------------------- --------------------------------
Debra A. Volpicelli Karen Dorigan
Assistant Secretary Vice President
