As filed with the Securities and Exchange Commission on October 15, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
CARRAMERICA REALTY CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 52-1796339
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1850 K Street, N.W., Suite 500
Washington, D.C. 20006
(202) 729-7500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
Agent for Service: Copies to:
------------------ ----------
Linda A. Madrid, Esq. J. Warren Gorrell, Jr., Esq.
General Counsel David W. Bonser, Esq.
CarrAmerica Realty Corporation Hogan & Hartson L.L.P.
1850 K Street, N.W., Suite 500 555 Thirteenth Street, N.W.
Washington, D.C. 20006 Washington, D.C. 20004-1109
(202) 729-7500 (202) 637-5600
------------------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement in light of market
conditions and other factors.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434 under
the Securities Act, please check the following box: [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered Share (1) Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 1,849,843 $21.9375 $40,580,931 $11,282
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended, based on
the average of the high and low prices per share of CarrAmerica Realty
Corporation's Common Stock, par value $0.01 per share, on October 14, 1999,
as reported in the consolidated reporting system on the New York Stock
Exchange.
- --------------------------------------------------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
RED HERRING:
The information in this prospectus is not complete and may be changed. The
selling stockholders identified herein may not sell the securities covered by
this prospectus until the Securities and Exchange Commission declares effective
the registration statement of which this prospectus is a part. This prospectus
is not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any state where such an offer or sale is not permitted.
<PAGE>
Subject to Completion, dated October 15, 1999
PROSPECTUS
CarrAmerica Realty Corporation
1850 K Street, N.W., Suite 500
Washington, D.C. 20006
(202) 729-7500
- --------------------------------------------------------------------------------
1,849,843 Shares
CARRAMERICA REALTY CORPORATION
Common Stock
- --------------------------------------------------------------------------------
The persons and entities listed in this prospectus, whom we refer to as
the "selling stockholders," may use this prospectus to offer and sell up to
1,849,843 shares of our common stock from time to time. We are registering these
shares for offer and sale as required under the terms of certain registration
rights agreements between the selling stockholders and us. Our registration of
the offered shares does not mean that any of the selling stockholders will offer
or sell any of the shares. We will receive no proceeds of any sales of the
offered shares by the selling stockholders, but we will incur expenses in
connection with the offering.
The selling stockholders may sell the offered shares in public or
private transactions, on or off the New York Stock Exchange, at prevailing
market prices or at privately negotiated prices. The selling stockholders may
sell the offered shares directly or through agents or broker-dealers acting as
principal or agent, or in a distribution by underwriters.
CarrAmerica Realty Corporation's common stock is listed on the New York
Stock Exchange and traded under the symbol "CRE."
- --------------------------------------------------------------------------------
Neither the SEC nor any state securities commission has approved or
disapproved these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
- --------------------------------------------------------------------------------
The date of this prospectus is ______ __, 1999
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we
filed with the SEC under the Securities Act of 1933, as amended. This prospectus
and any accompanying prospectus supplement do not contain all of the information
included in the registration statement. For further information, we refer you to
the registration statement, including its exhibits. Statements contained in this
prospectus and any accompanying prospectus supplement about the provisions or
contents of any agreement or other document are not necessarily complete. If the
SEC's rules and regulations require that such agreement or document be filed as
an exhibit to the registration statement, please see such agreement or document
for a complete description of these matters. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front of each document.
This prospectus provides you with a general description of the offered
shares of common stock. Each time a selling stockholder sells any of these
offered shares, the selling shareholder will provide you with this prospectus
and a prospectus supplement, if applicable, that will contain specific
information about the terms of that offering. The prospectus supplement also may
add, update or change any information contained in this prospectus. You should
read both this prospectus and any prospectus supplement together with additional
information described under the heading "Where to Find More Information."
WHERE TO FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file with
the SEC at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference room. Our SEC filings also are available on the SEC's
website at http://www.sec.gov and through the CarrAmerica Realty Corporation
website at http://www.CarrAmerica.com.
The SEC allows us to "incorporate by reference" in this prospectus
information from other documents filed with the SEC, which means that we may
disclose important information in this prospectus by referring to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede the information filed earlier. We incorporate
by reference the documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
before the sale of all of the shares covered by this prospectus:
o Our Annual Report on Form 10-K for the year ended December 31, 1998;
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999;
o Our Current Reports on Forms 8-K filed with the SEC on February 4,
1999, May 7, 1999 and August 16, 1999; and
o The description of the CarrAmerica Realty Corporation common stock
contained in our Registration Statement on Form 8-A, filed with the
SEC on February 3, 1993.
We will provide a copy of any of these filings to each person to whom a
copy of this prospectus is delivered at no cost, upon written or oral request
to:
2
<PAGE>
CarrAmerica Realty Corporation
1850 K Street, N.W., Suite 500
Washington, D.C. 20006
Attention: Corporate Secretary
Telephone: 202/729-7500
You should rely only on the information contained in this document or
other information that we have referred you to in deciding whether to invest in
the stock covered by this prospectus. We have not authorized anyone else to
provide you with different information. The stockholders selling shares of stock
with this prospectus may not make an offer to sell the shares covered by this
prospectus in any state where the offer is not permitted.
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus, and in the documents
incorporated by reference in this prospectus, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance,
achievements or transactions or industry results to be materially different from
any future results, performance, achievements or transactions expressed or
implied by such forward-looking statements. Such factors include, among others,
the following: national and local economic, business and real estate conditions
that will, among other things, affect demand for office properties, availability
and creditworthiness of tenants, the level of lease rents and the availability
of financing to both us and our tenants, adverse changes in the real estate
markets including, among other things, competition from other companies, risks
of real estate acquisition and development (including the failure of pending
acquisitions to close and pending developments to be completed on time and
within budget), actions, strategies and performance of affiliates that we may
not control, governmental actions and initiatives, and environmental/safety
requirements.
ABOUT THE COMPANY
We are a fully integrated, self-administered and self-managed publicly
traded real estate investment trust, and focus primarily on the acquisition,
development, ownership and operation of office properties in select growth
markets across the United States. As of June 30, 1999, we owned 258 properties.
NO PROCEEDS TO THE COMPANY
We will not receive any proceeds from the sale of the stock covered by
this prospectus. All costs and expenses incurred in connection with the
registration under the Securities Act of the offering made hereby will be paid
by us, other than any brokerage fees and commissions, fees and disbursements of
legal counsel for the selling stockholders and share transfer and other taxes
attributable to the sale of the offered shares, which will be paid by the
selling stockholders. See "Selling Stockholders."
THE SELLING STOCKHOLDERS
The selling stockholders hold 342,865 units of limited partner interest
in Carr Realty, L.P. and 1,506,978 units of limited partner interest in
CarrAmerica Realty, L.P. These units, in the case
3
<PAGE>
of Carr Realty, L.P., were issued in one transaction that was consummated in
February 1998, and, in the case of CarrAmerica Realty, L.P., were issued in six
separate transactions that occurred between May 1996 and December 1997.
CarrAmerica Realty Corporation may issue the offered shares to the selling
stockholders in exchange for these units if and to the extent that the selling
stockholders redeem the units and CarrAmerica Realty Corporation elects to issue
to them shares of its common stock in exchange. The following table provides the
name of each selling stockholder. It also provides the number of shares of
common stock that may be issued to the selling stockholder in exchange for these
partnership units, which are the shares that may be offered using this
prospectus. Since the selling stockholders may sell all, some or none of the
offered shares, no estimate can be made of the number of offered shares that
will be sold by the selling stockholders or that will be owned by the selling
stockholders upon completion of the offering. The offered shares represent
approximately 2.77% of the total shares of the common stock of CarrAmerica
Realty Corporation outstanding as of August 16, 1999, assuming redemption of all
outstanding partnership units in Carr Realty, L.P. and CarrAmerica Realty, L.P.
owned by the selling stockholders in exchange for shares of common stock.
<TABLE>
<CAPTION>
Number of Shares of Common Stock
Name of Selling Stockholder Offered Hereby
- --------------------------- --------------
<S> <C>
A.R. Pierce Trust FBO K.P. Messick 3,454
A.R. Pierce Trust FBO L.P. Cornett 3,454
J. Wallace Adair, Trustee Under
Agreement dated July 31, 1990 22,369
Harold F. Baker 22,369
Bannockburn General Partnership 144,094
George H. Beuchert, Jr. 10,911
George H. Beuchert, Jr. and Maurice J. Montaldi,
TTEES/Non-Marital Tr W/W George A. Kesier, Jr. 12,934
John Bodner, Jr. 25,417
Bristol Plaza 3,781
John F. Bruce 3,596
Larry W. Burford 3,234
Ann Crocker 16,532
F. Tim Fenton 9,162
Joan Fenton 16,532
Fiduciary Trust Company International,
Trustee under the Will of Gordon Gray 11,911
First Security Bank, Trustee Carol S. Smith Marital Trust 1,640
First Security Bank, Trustee Carol S. Smith GST Trust 926
Christine Harris 16,532
John T. Helbert 3,234
Robert H. Herzstein 9,892
James Hayes Residual Trust 11,648
Ralph B. Johnson 100,016
Shauna Johnson 16,531
Robert N. Keyser 11,648
Bernard Koteen 64,669
Frank P. Krasovec 408,724
Lakeview 436 Associates, Ltd. 2,748
W. Edward Lawrence 3,233
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Number of Shares of Common Stock
Name of Selling Stockholder Offered Hereby
- --------------------------- --------------
<S> <C>
Frederick V. Malek 6,467
John Owen May 2,016
Katheryn P. Messick 9,141
Jeffrey L. Minch 434,932
Ruth O'Donnell 3,032
James L. Pierce 12,595
Robert A. Pierce 12,595
Stephen C. Pierce 12,595
William H. Pierce 3,234
Phoenix West Associates, Ltd. 5,884
Pines Realty Associates, Ltd. 2,849
Plaza Developers Holdings LLC 11,452
Keith E. Pugh, Jr. 3,743
Terrence C. Sheehy 5,127
William Simon 25,867
Carol Smith 13,966
James Lee Sorenson 116,548
James LeVoy Sorenson 84,789
Joseph T. Sorenson 25,694
H. Brian Thompson 6,467
Versailles Associates Limited Partnership 5,039
Carolyn E. Warner 2,840
A. Duncan Whitaker 9,513
Carlton R. Williams, Jr. 52,075
Gail Williamson 16,532
Alan M. & Paula Wiseman 3,660
---------
TOTAL 1,849,843
</TABLE>
PLAN OF DISTRIBUTION
Any of the selling stockholders may from time to time sell all or a
portion of the offered shares in one or more transactions on the New York Stock
Exchange, in the over-the-counter market, on any other national securities
exchange on which our common stock is listed or traded, in negotiated
transactions, in underwritten transactions or otherwise, at prices then
prevailing or related to the then current market price or at negotiated prices.
The offering price of the offered shares will be determined by the selling
stockholders and, at the time of such determination, may be higher or lower than
the market price of the common stock on the New York Stock Exchange. In
connection with an underwritten offering, underwriters or agents may receive
compensation in the form of discounts, concessions or commissions from a selling
stockholder or from purchasers of the offered shares for whom they may act as
agents, and underwriters may sell the offered shares to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. The offered shares may be sold directly or through
broker-dealers acing as principal or agent, or pursuant to a distribution by one
or more underwriters on a firm commitment or best-efforts basis. The methods by
which the offered shares may be sold include:
5
<PAGE>
o block trades in which a broker-dealer attempts to sell the offered
shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o exchange distributions in accordance with the rules of the New York
Stock Exchange;
o privately negotiated transactions; and
o underwritten transactions.
The selling stockholders and any underwriters, dealers or agents
participating in a distribution of the offered shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, and
any profit on the sale of the offered shares by the selling stockholders and any
commissions received by any such dealers or agents may be deemed to be
underwriting commissions under the Securities Act of 1933, as amended.
When a selling stockholder elects to make a particular offer of shares
covered by this prospectus, this prospectus and a prospectus supplement, if
required, will be distributed which will identify any underwriters, dealers or
agents and any discounts, commissions and other terms constituting compensation
from such selling stockholder and any other required information.
We have agreed to pay all costs and expenses incurred in connection
with the registration under the Securities Act of 1933, as amended, of the
offered shares, including, without limitation, all registration and filing fees,
printing expenses and fees and disbursements of our counsel and accountants. The
selling stockholders will pay any brokerage fees and commissions, fees and
disbursements of their own legal counsel and stock transfer and other taxes
attributable to the sale of the offered shares. Under agreements that may be
entered into by us, underwriters, dealers and agents who participate in the
distribution of the offered shares, and their respective directors, trustees,
officers, partners, agents, employees and affiliates, may be entitled to
indemnification by us against specified liabilities, including liabilities,
losses, claims, damages and expenses and any actions or proceedings arising
under the securities laws in connection with this offering, or to contribution
with respect to payments which such underwriters, dealers or agents may be
required to make in respect thereof. We also have agreed to so indemnify each of
the selling stockholders and each person who controls (within the meaning of the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended) the selling stockholders. Each of the selling stockholders has agreed
to indemnify us, each person who controls us (within the meaning of the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended) and each of our directors and officers, against specified losses,
claims, damages, liabilities and expenses and any actions or proceedings arising
under the securities laws in connection with this offering with respect to
written information furnished to us by such selling stockholders.
6
<PAGE>
EXPERTS
Our consolidated financial statements and schedule, as of December 31,
1998 and 1997 and for each of the years in the three-year period ended December
31, 1998 have been incorporated herein by reference in reliance upon the reports
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
LEGAL MATTERS
The legality of the securities offered hereby has been passed upon for
us by Hogan & Hartson L.L.P., Washington, D.C. If any portion of the offered
shares is distributed in an underwritten offering or through agents, certain
legal matters may be passed upon for any underwriters or agents by counsel for
such underwriters or agents identified in the applicable prospectus supplement.
7
<PAGE>
- --------------------------------------------------------------------------------
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained in this prospectus in
connection with the offering covered by this prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by CarrAmerica Realty Corporation or the selling stockholders. This prospectus
does not constitute an offer to sell, or a solicitation of any offer to buy, the
offered shares in any jurisdiction where, or to any person to whom, it is
unlawful to make any such offer or solicitation. Neither the delivery of this
prospectus nor any offer or sale made hereunder shall, under any circumstances,
create an implication that there has not been any change in the facts set forth
in this prospectus or in the affairs of CarrAmerica Realty Corporation since the
date hereof.
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
About this Prospectus 2
Where to Find More Information 2
A Warning about Forward-Looking Statements 3
About the Company 3
No Proceeds to the Company 3
The Selling Stockholders 3
Plan of Distribution 5
Experts 7
Legal Matters 7
- --------------------------------------------------------------------------------
1,849,843 Shares
CarrAmerica Realty Corporation
Common Stock
----------------------------------
PROSPECTUS
----------------------------------
___________ __, 1999
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses, other than underwriting discounts and
commissions, in connection with the offering of the shares of CarrAmerica Realty
Corporation common stock, are as follows:
Registration Fee - Securities and Exchange Commission $11,410
Legal Fees and Expenses 50,000
Accounting Fees and Expenses 10,000
Miscellaneous 3,590
-------
Total $75,000
Item 15. Indemnification of Officers and Directors.
CarrAmerica Realty Corporation's officers and directors are and will be
indemnified under Maryland law and under the charter and by-laws of the company.
The charter requires CarrAmerica to indemnify its directors and officers to the
fullest extent permitted from time to time by the laws of Maryland. The by-laws
require the company to indemnify, to the fullest extent permitted under Section
2-418 of the Maryland General Corporation Law as in effect from time to time,
any person who is or was, or is the personal representative of a deceased person
who was, a director or officer of CarrAmerica against any judgments, penalties,
fines, settlements and reasonable expenses and any other liabilities; provided,
that, unless applicable law otherwise requires, indemnification shall be
contingent upon a determination, by the board of directors of CarrAmerica by a
majority vote of a quorum consisting of directors not, at the time, parties to
the proceeding, or, if such a quorum cannot be obtained, then by a majority vote
of a committee of the board of directors consisting solely of two or more
directors not, at the time, parties to such proceeding and who were duly
designated to act in the matter by a majority vote of the full board in which
the designated directors who are parties may participate or by special legal
counsel selected by and if directed by the board of directors as set forth
above, that indemnification is proper in the circumstances because such
director, officer, employee or agent has met the applicable standard of conduct
prescribed by Section 2-418(b) of the Maryland General Corporation Law.
In addition, CarrAmerica's charter provides that, to the fullest extent
permitted under Maryland law, directors and officers of the company will not be
liable to CarrAmerica and its stockholders for money damages. Under Maryland
law, a corporation formed in Maryland is permitted to limit, by provision in its
charter, the liability of directors and officers so that no director or officer
of the corporation shall be liable to the corporation or to any stockholder for
money damages except to the extent that (i) the director or officer actually
received an improper benefit in money, property or services, for the amount of
the benefit or profit in money, property or services actually received, or (ii)
a judgment or other final adjudication adverse to the director or officer is
entered in a proceeding based on a finding in a proceeding that the director's
or officer's action was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding.
II-1
<PAGE>
Item 16. Exhibits.
The exhibits to this registration statement are listed in the Exhibit
Index, which appears immediately after the signature page and is incorporated
herein by reference.
Item 17. Undertakings.
I. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs I(1)(i) and I(1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the SEC by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended,
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated
by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
III. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant
II-2
<PAGE>
to existing provisions or arrangements whereby the registrant may indemnify a
director, officer or controlling person of the registrant against liabilities
arising under the Securities Act of 1933, as amended, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Washington, D.C., on October 15, 1999.
CARRAMERICA REALTY CORPORATION,
a Maryland corporation
By: /s/ Richard F. Katchuk
--------------------------------
Richard F. Katchuk
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated below:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board of Directors October 15, 1999
- -------------------------
Oliver T. Carr, Jr.
* President, Chief Executive Officer October 15, 1999
- ------------------------- and Director (principal executive
Thomas A. Carr officer)
/s/ Richard F. Katchuk Chief Financial Officer (principal October 15, 1999
- ------------------------- financial and accounting officer)
Richard F. Katchuk
* Director October 15, 1999
- -------------------------
C. Ronald Blankenship
* Director October 15, 1999
- -------------------------
Andrew F. Brimmer
* Director October 15, 1999
- -------------------------
A. James Clark
* Director October 15, 1999
- -------------------------
Timothy Howard
* Director October 15, 1999
- -------------------------
Caroline S. McBride
* Director October 15, 1999
- -------------------------
William D. Sanders
* Director October 15, 1999
- -------------------------
Wesley S. Williams, Jr.
</TABLE>
II-4
<PAGE>
* By: /s/ Richard F. Katchuk
-----------------------------------
Richard F. Katchuk
As Attorney-in-Fact
(See Exhibit 24.1)
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
3.1 Articles of Amendment and Restatement of Articles of
Incorporation of CarrAmerica Realty Corporation (incorporated by
reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q of
CarrAmerica Realty Corporation for the quarter ended March 31,
1996)
3.2 Articles Supplementary Relating to Series A Cumulative
Convertible Redeemable Preferred Stock dated October 24, 1996
(incorporated by reference to Exhibit 4.1 of the Quarterly Report
on Form 10-Q of CarrAmerica Realty Corporation for the quarter
ended September 30, 1996)
3.3 Articles Supplementary Relating to Series B Cumulative Redeemable
Preferred Stock dated August 8, 1997 (incorporated by reference
to Exhibit 3.1 of the Quarterly Report on Form 10-Q of
CarrAmerica Realty Corporation for the quarter ended June 30,
1997)
3.4 Articles Supplementary Relating to Series C Cumulative Redeemable
Preferred Stock dated October 30, 1997 (incorporated by reference
to Exhibit 4.1 of the Current Report on Form 8-K of CarrAmerica
Realty Corporation filed on November 6, 1997)
3.5 Articles Supplementary Relating to Series D Cumulative Redeemable
Preferred Stock dated December 17, 1997 (incorporated by
reference to Exhibit 4.1 of the Current Report on Form 8-K of
CarrAmerica Realty Corporation filed on December 19, 1997)
3.6 Articles of Amendment of Articles of Amendment and Restatement of
Articles of Incorporation of CarrAmerica Realty Corporation
(incorporated by reference to Exhibit 3.1 to the Current Report
on Form 8-K of CarrAmerica Realty Corporation filed on July 1,
1998)
3.7 Second Amendment and Restatement of By-laws of CarrAmerica Realty
Corporation (incorporated by reference to Exhibit 3 of the
Current Report on Form 8-K of CarrAmerica Realty Corporation
filed on February 12, 1997)
3.8 Amendment to Second Amendment and Restatement of By-laws of
CarrAmerica Realty Corporation (incorporated by reference to
Exhibit 3.2 of the Quarterly Report on Form 10-Q of CarrAmerica
Realty Corporation for the quarter ended June 30, 1998)
3.9 (Second) Amendment to Second Amendment and Restatement of By-laws
of CarrAmerica Realty Corporation (incorporated by reference to
Exhibit 3.3 of the Quarterly Report on Form 10-Q of CarrAmerica
Realty Corporation for the quarter ended June 30, 1998)
5.1 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.2 Consent of KPMG LLP, independent public accountants
24.1 Powers of Attorney
Exhibit 5.1
HOGAN & HARTSON L.L.P.
COLUMBIA SQUARE
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
TEL (202) 637-5600
FAX (202) 637-5910
October 15, 1999
Board of Directors
CarrAmerica Realty Corporation
1850 K Street, N.W., Suite 500
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 (the "Registration Statement"), filed with the Securities
and Exchange Commission relating to the proposed public offering of up to
1,849,843 shares of common stock of the Company, par value $.01 per share, by
the holders identified in the Registration Statement, all of which shares (the
"Shares") are issuable in connection with the redemption of units of limited
partner interest of Carr Realty, L.P. ("CRLP"), a Delaware limited partnership
of which the Company is the sole general partner, and CarrAmerica Realty, L.P.
("CARLP"), a Delaware limited partnership of which CarrAmerica Realty GP
Holdings, Inc., a wholly owned subsidiary of the Company, is the sole general
partner. 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 charter of the Company, as certified by the State
Department of Assessments and Taxation of the State of
Maryland on March 11, 1999 and by an Assistant Secretary
of the Company on the date hereof as being complete,
accurate and in effect.
3. The bylaws of the Company, as certified by an Assistant
Secretary of the Company on the date hereof as being
complete, accurate and in effect.
4. Resolutions of the Board of Directors of the Company
adopted at a meeting held on August 5, 1999, as certified
by an Assistant Secretary of the Company on the date
hereof as being complete, accurate and in effect, relating
to the redemption of the limited partner interests in CRLP
and CARLP and the issuance of the Shares and arrangements
in connection therewith (the "Resolutions").
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all
<PAGE>
documents submitted to us, the authenticity of all original documents, and the
conformity to authentic original documents of all documents submitted to us as
copies (including telecopies). We also have assumed that the Shares will not be
issued in violation of the ownership limit contained in the Company's charter.
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
Maryland corporate law. We express no opinion herein as to any other laws,
statutes, ordinances, rules or regulations.
Based upon, subject to and limited by the foregoing, we are of
the opinion that, following issuance of the Shares upon redemption of units of
limited partner interest in CRLP and CARLP, as applicable, in the manner and on
the terms authorized in the Resolutions, the Shares will be validly issued,
fully paid and nonassessable.
This opinion letter has been prepared for your use in
connection with the Registration Statement and speaks as of the date hereof. We
assume no obligation to advise you of any changes in the foregoing subsequent to
the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement and to the reference to this firm
under the caption "Legal Matters" in the prospectus constituting 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.
HOGAN & HARTSON L.L.P.
Exhibit 23.2
Accountants' Consent
--------------------
The Board of Directors
CarrAmerica Realty Corporation:
We consent to the incorporation by reference in the
registration statement of CarrAmerica Realty Corporation (the "Company") on Form
S-3, relating to the registration of the resale of 1,849,843 shares of common
stock of the Company by the holders thereof, of our reports dated February 6,
1999, relating to the consolidated balance sheets of CarrAmerica Realty
Corporation and subsidiaries as of December 31, 1998 and 1997 and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1998 and the
related schedule, which reports appear in the December 31, 1998 annual report on
Form 10-K of CarrAmerica Realty Corporation. We also consent to the reference to
our firm name under the heading "Experts" in such registration statement.
/s/ KPMG LLP
Washington, D.C.
October 15, 1999
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose
signature appears below hereby constitutes and appoints Richard F. Katchuk and
Linda A. Madrid, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute and deliver in the
undersigned's name and on the undersigned's behalf a Registration Statement on
Form S-3, any additional registration statement relating to the foregoing and
filed pursuant to Rule 462 under the Securities Act of 1933, as amended (the
"Act"), and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, and to
execute, deliver and file any other documents and instruments in the
undersigned's name or on the undersigned's behalf which said attorneys-in-fact
and agents, or either of them, may determine to be necessary or advisable to
comply with the Act and any rules or regulations promulgated thereunder,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact and agents, or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue of the power of attorney granted hereby.
Date: August 5, 1999
/s/ Oliver T. Carr, Jr.
-----------------------------------
Oliver T. Carr, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose
signature appears below hereby constitutes and appoints Richard F. Katchuk and
Linda A. Madrid, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute and deliver in the
undersigned's name and on the undersigned's behalf a Registration Statement on
Form S-3, any additional registration statement relating to the foregoing and
filed pursuant to Rule 462 under the Securities Act of 1933, as amended (the
"Act"), and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, and to
execute, deliver and file any other documents and instruments in the
undersigned's name or on the undersigned's behalf which said attorneys-in-fact
and agents, or either of them, may determine to be necessary or advisable to
comply with the Act and any rules or regulations promulgated thereunder,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact and agents, or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue of the power of attorney granted hereby.
Date: August 5, 1999
/s/ Thomas A. Carr
-----------------------------------
Thomas A. Carr
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose
signature appears below hereby constitutes and appoints Linda A. Madrid his true
and lawful attorney-in-fact and agent, with full power of substitution, to
execute and deliver in the undersigned's name and on the undersigned's behalf a
Registration Statement on Form S-3, any additional registration statement
relating to the foregoing and filed pursuant to Rule 462 under the Securities
Act of 1933, as amended (the "Act"), and any and all amendments thereto
(including post-effective amendments), and to file the same, with all exhibits
and other documents in connection therewith, with the Securities and Exchange
Commission, and to execute, deliver and file any other documents and instruments
in the undersigned's name or on the undersigned's behalf which said
attorney-in-fact and agent may determine to be necessary or advisable to comply
with the Act and any rules or regulations promulgated thereunder, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person; and the undersigned hereby ratifies and confirms all that said
attorney-in-fact and agent, or her substitutes, may lawfully do or cause to be
done by virtue of the power of attorney granted hereby.
Date: October 15, 1999
/s/ Richard F. Katchuk
-----------------------------------
Richard F. Katchuk
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose
signature appears below hereby constitutes and appoints Richard F. Katchuk and
Linda A. Madrid, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute and deliver in the
undersigned's name and on the undersigned's behalf a Registration Statement on
Form S-3, any additional registration statement relating to the foregoing and
filed pursuant to Rule 462 under the Securities Act of 1933, as amended (the
"Act"), and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, and to
execute, deliver and file any other documents and instruments in the
undersigned's name or on the undersigned's behalf which said attorneys-in-fact
and agents, or either of them, may determine to be necessary or advisable to
comply with the Act and any rules or regulations promulgated thereunder,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact and agents, or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue of the power of attorney granted hereby.
Date: August 5, 1999
/s/ C. Ronald Blankenship
-----------------------------------
C. Ronald Blankenship
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose
signature appears below hereby constitutes and appoints Richard F. Katchuk and
Linda A. Madrid, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute and deliver in the
undersigned's name and on the undersigned's behalf a Registration Statement on
Form S-3, any additional registration statement relating to the foregoing and
filed pursuant to Rule 462 under the Securities Act of 1933, as amended (the
"Act"), and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, and to
execute, deliver and file any other documents and instruments in the
undersigned's name or on the undersigned's behalf which said attorneys-in-fact
and agents, or either of them, may determine to be necessary or advisable to
comply with the Act and any rules or regulations promulgated thereunder,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact and agents, or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue of the power of attorney granted hereby.
Date: August 5, 1999
/s/ Andrew F. Brimmer
-----------------------------------
Andrew F. Brimmer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose
signature appears below hereby constitutes and appoints Richard F. Katchuk and
Linda A. Madrid, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute and deliver in the
undersigned's name and on the undersigned's behalf a Registration Statement on
Form S-3, any additional registration statement relating to the foregoing and
filed pursuant to Rule 462 under the Securities Act of 1933, as amended (the
"Act"), and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, and to
execute, deliver and file any other documents and instruments in the
undersigned's name or on the undersigned's behalf which said attorneys-in-fact
and agents, or either of them, may determine to be necessary or advisable to
comply with the Act and any rules or regulations promulgated thereunder,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact and agents, or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue of the power of attorney granted hereby.
Date: August 5, 1999
/s/ A. James Clark
-----------------------------------
A. James Clark
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose
signature appears below hereby constitutes and appoints Richard F. Katchuk and
Linda A. Madrid, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute and deliver in the
undersigned's name and on the undersigned's behalf a Registration Statement on
Form S-3, any additional registration statement relating to the foregoing and
filed pursuant to Rule 462 under the Securities Act of 1933, as amended (the
"Act"), and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, and to
execute, deliver and file any other documents and instruments in the
undersigned's name or on the undersigned's behalf which said attorneys-in-fact
and agents, or either of them, may determine to be necessary or advisable to
comply with the Act and any rules or regulations promulgated thereunder,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact and agents, or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue of the power of attorney granted hereby.
Date: August 5, 1999
/s/ Timothy Howard
-----------------------------------
Timothy Howard
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose
signature appears below hereby constitutes and appoints Richard F. Katchuk and
Linda A. Madrid, and each of them, her true and lawful attorney-in-fact and
agent, with full power of substitution, to execute and deliver in the
undersigned's name and on the undersigned's behalf a Registration Statement on
Form S-3, any additional registration statement relating to the foregoing and
filed pursuant to Rule 462 under the Securities Act of 1933, as amended (the
"Act"), and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, and to
execute, deliver and file any other documents and instruments in the
undersigned's name or on the undersigned's behalf which said attorneys-in-fact
and agents, or either of them, may determine to be necessary or advisable to
comply with the Act and any rules or regulations promulgated thereunder,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact and agents, or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue of the power of attorney granted hereby.
Date: August 5, 1999
/s/ Caroline S. McBride
-----------------------------------
Caroline S. McBride
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose
signature appears below hereby constitutes and appoints Richard F. Katchuk and
Linda A. Madrid, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute and deliver in the
undersigned's name and on the undersigned's behalf a Registration Statement on
Form S-3, any additional registration statement relating to the foregoing and
filed pursuant to Rule 462 under the Securities Act of 1933, as amended (the
"Act"), and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, and to
execute, deliver and file any other documents and instruments in the
undersigned's name or on the undersigned's behalf which said attorneys-in-fact
and agents, or either of them, may determine to be necessary or advisable to
comply with the Act and any rules or regulations promulgated thereunder,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact and agents, or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue of the power of attorney granted hereby.
Date: August 5, 1999
/s/ William D. Sanders
-----------------------------------
William D. Sanders
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individual whose
signature appears below hereby constitutes and appoints Richard F. Katchuk and
Linda A. Madrid, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, to execute and deliver in the
undersigned's name and on the undersigned's behalf a Registration Statement on
Form S-3, any additional registration statement relating to the foregoing and
filed pursuant to Rule 462 under the Securities Act of 1933, as amended (the
"Act"), and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, and to
execute, deliver and file any other documents and instruments in the
undersigned's name or on the undersigned's behalf which said attorneys-in-fact
and agents, or either of them, may determine to be necessary or advisable to
comply with the Act and any rules or regulations promulgated thereunder,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact and agents, or
either of them, or their substitutes, may lawfully do or cause to be done by
virtue of the power of attorney granted hereby.
Date: August 5, 1999
/s/ Wesley S. Williams, Jr.
-----------------------------------
Wesley S. Williams, Jr.
