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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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April 14, 1998
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 (IRS Employer
of incorporation) File Number) Identification Number)
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:
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(202) 624-7500
Not applicable
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(Former name or former address, if changed since last report)
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CARRAMERICA REALTY CORPORATION
Item 5. Other Events
On April 14, 1998, Goldman, Sachs & Co. ("Goldman Sachs")
determined to exercise its over-allotment option under its Underwriting
Agreement and related Terms Agreement with the Company dated April 2, 1998,
resulting in the sale by the Company to Goldman Sachs of 450,000 shares of
common stock of the Company. On the same date Security Capital U.S. Realty
("SC-USREALTY") determined to exercise its right to purchase shares of common
stock of the Company equal to 30 percent of the total number such shares to be
issued, resulting in the sale to SC-USREALTY of 192,857 shares of common stock
of the Company. The closings of these sales are expected to occur on April 16,
1998.
The Company intends to use the net proceeds from these sales
(approximately $18,450,000) to fund acquisition and development activities,
either through direct payments or repayment of unsecured credit facility
borrowings incurred to fund acquisition or development activities, and for
general corporate purposes.
Item 7. Exhibits
The exhibits listed below relate to the Registration Statement on
Form S-3 (No. 333-22353) of the Company and are filed herewith for incorporation
by reference in such Registration Statement.
5.1 Opinion of Hogan & Hartson L.L.P. dated April 15, 1998
regarding legality of shares related to the Underwriting
and Terms Agreements and a Subscription Agreement dated
as of April 2, 1998 by and among the Company, Security
Capital Holdings, S.A. and Security Capital U.S. Realty
23.1 Consent of Hogan & Hartson L.L.P. (included in its
opinion filed as Exhibit 5.1)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CARRAMERICA REALTY CORPORATION
Date: April 16, 1998 By: /s/ Brian K. Fields
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Brian K. Fields
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Document
5.1 Opinion of Hogan & Hartson L.L.P. dated April 15, 1998
regarding legality of shares related to the Underwriting
and Terms Agreements and a Subscription Agreement dated
as of April 2, 1998 by and among the Company, Security
Capital Holdings, S.A. and Security Capital U.S. Realty
23.1 Consent of Hogan & Hartson L.L.P. (included in its
opinion filed as Exhibit 5.1)
Exhibit 5.1
HOGAN & HARTSON L.L.P
Columbia Square
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
(202) 637-5910
April 15, 1998
BY EDGAR
Board of Directors
CarrAmerica Realty Corporation
1700 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Ladies and Gentlemen:
We are acting as counsel to CarrAmerica Realty Corporation, a
Maryland corporation (the "Company"), in connection with its registration
statement on Form S-3 (SEC File No. 333-22353) (the "Registration Statement")
previously declared effective by the Securities and Exchange Commission (the
"Commission") relating to the proposed public offering and sale by the Company
of its securities from time to time as set forth in the prospectus which forms a
part of the Registration Statement, and as set forth in one or more supplements
to such Prospectus. This opinion letter is rendered in connection with the sale
of 642,857 shares of common stock, par value $.01 per share, of the Company (the
"Shares") as a result of an underwriter's exercise of its over-allotment option
and the concurrent sale of shares pursuant to a stockholder's exercise of
participation rights, as described in two Prospectus Supplements dated April 2,
1998 and filed with the Commission under Rule 424(b)(5). This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss.229.601(b)(5), in connection with
the Registration Statement.
For purposes of this opinion letter, we have examined copies of
the following documents:
1. An executed copy of the Registration Statement.
2. The Articles of Amendment and Restatement of Articles of
Incorporation of the Company, as amended and as
supplemented, as certified by the State Department of
Assessments and Taxation of the State of Maryland (the
"Department") on April 3, 1998 and by the Assistant
Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
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Board of Director
CarAmerica Realty Corporation
April 15, 1998
Page 2
3. The Second Amendment and Restatement of Bylaws of the
Company, as certified by the Assistant Secretary of the
Company on the date hereof as then being complete, accurate
and in effect.
4. Executed copies of the Underwriting Agreement and the Terms
Agreement, both dated as of April 2, 1998, between the
Company and Goldman, Sachs & Co.
5. An executed copy of the Subscription Agreement, dated as of
April 2, 1998, by and among the Company, Security Capital
Holdings, S.A. and Security Capital U.S. Realty.
6. Resolutions of the Board of Directors of the Company
adopted on March 5, 1998, and resolutions of a Pricing
Committee of the Board of Directors adopted on April 2,
1998, relating to the issuance and sale of the Shares and
arrangements in connection therewith, as certified by the
Assistant Secretary of the Company on the date hereof as
being complete, accurate and in effect.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter is
given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
General Corporation Law of the State of Maryland. We express no opinion herein
as to any other laws, statutes, regulations or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) issuance of the Shares pursuant to the terms of the
Underwriting Agreement, Terms Agreement and Subscription Agreement referred to
above, and (ii) receipt by the Company of the consideration for the Shares
specified in the resolutions of the Board of Directors and the Pricing Committee
referred to above, the Shares will be legally issued, fully paid and
nonassessable under the General Corporation Law of the State of Maryland.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion letter
has been prepared solely in connection with the filing by the Company of a
Current Report on Form 8-K on or
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Board of Director
CarrAmerica Realty Corporation
April 15, 1998
Page 3
about the date of this opinion letter, which Form 8-K will be incorporated by
reference into the Registration Statement. This opinion letter should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter as an
exhibit to the Form 8-K and to the reference to this firm under the caption
"Legal Matters" in the Prospectus dated April 2, 1998 and the two Prospectus
Supplements dated April 2, 1998, each of which constitutes a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
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HOGAN & HARTSON L.L.P.
