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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): September 26, 2000
CarrAmerica Realty Corporation
(Exact name of registrant as specified in its charter)
Maryland 1-11706 52-1796339
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
1850 K Street, N.W., Suite 500
Washington, D.C. 20006
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(202) 729-7500
Not applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
On July 28, 2000, CarrAmerica Realty Corporation, a Maryland
corporation (the "Company"), and Carr Realty, L.P., a Delaware limited
partnership of which the Company is the sole general partner ("CRLP"), entered
into a letter agreement (the "Security Capital Group Letter Agreement") with
Security Capital Group Incorporated, a Maryland corporation ("Security Capital
Group"), providing that in the event Security Capital Group or any affiliate of
Security Capital Group (excluding Security Capital U.S. Realty, a corporation
organized and existing under the laws of Luxembourg ("SC-U.S. Realty"), and
Security Capital Holdings, S.A., a corporation organized and existing under the
laws of Luxembourg and a wholly owned subsidiary of SC-U.S. Realty ("Holdings"),
and any person already included within the definition of "Investor" (each, an
"Investor") in that certain Stockholders Agreement, dated April 30, 1996, among
the Company, CRLP, SC-U.S. Realty and Holdings (the "Stockholders Agreement"))
should directly or indirectly purchase or otherwise acquire all or a portion of,
or any interest in, the Company's common stock, par value $0.01 per share (the
"Common Stock"), owned by Holdings:
. such an acquisition would not constitute a prohibited transfer under the
provisions of the Stockholders Agreement restricting direct and indirect
transfers of Common Stock;
. Security Capital Group and such affiliates would be bound by, and be entitled
to rights and benefits under, the terms of the Stockholders Agreement (and
any other agreements between the Company or its affiliates, on the one hand,
and SC-U.S. Realty or Holdings, on the other hand) to the same extent as an
Investor, and Security Capital Group and such affiliates would thereafter be
treated under the Stockholders Agreement and any such other agreements as an
Investor for all purposes;
. certain restrictions on the Company in the Stockholders Agreement relating to
permitted percentages of passive income and passive assets no longer would
apply;
. the Company would grant Security Capital Group and such affiliates an
Exempted Holder exception to the Ownership Limit (each as defined in the
Company's articles of incorporation) so that Security Capital Group and such
affiliates would have the same exemption from the Ownership Limit that SC-
U.S. Realty and Holdings had by virtue of the Special Shareholder Limit (as
defined in the Company's articles of incorporation); and
. the restrictions on certain actions by an Investor under the Stockholders
Agreement, including among others restrictions on purchasing additional
shares of Common Stock, would be extended to April 30, 2003.
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In addition, Security Capital Group agreed in the Security Capital
Group Letter Agreement, following any such acquisition, (1) to permit the
Company to submit to the Company's stockholders for approval certain amendments
to the articles of incorporation of the Company reflecting matters covered by
the Security Capital Group Letter Agreement (and Security Capital Group agreed
to vote any shares of Common Stock beneficially owned by it in favor of such
proposal) and (2) to certain waivers of past and potential future breaches by
the Company of restrictions contained in the Stockholders Agreement.
A copy of the Security Capital Group Letter Agreement is filed as
Exhibit 99.1 hereto, and the foregoing description is qualified in its entirety
by reference thereto.
On September 26, 2000, Security Capital Group and SC Realty
Incorporated, a Nevada corporation and an indirect wholly owned subsidiary of
Security Capital Group ("SC-Realty"), entered into a transaction with SC-U.S.
Realty pursuant to which, among other things, SC-U.S. Realty will, upon the
satisfaction of various conditions, sell of all the issued and outstanding
shares of capital stock of Holdings owned by SC-U.S. Realty to SC-Realty. Upon
consummation of that transaction, Security Capital Group and SC-Realty would,
through their ownership of capital stock of Holdings, beneficially own all of
the shares of Common Stock owned by Holdings, and SC-U.S. Realty would cease to
beneficially own any shares of Common Stock.
Item 7. Exhibits
The following exhibits are filed as part of this report:
10.1. Stockholders Agreement, dated April 30, 1996, by and among the
Company, CRLP, SC-U.S. Realty and Holdings (incorporated by reference
to Exhibit 2.2 to the Schedule 13D/A of SC-U.S. Realty filed on May 7,
1996).
99.1 Letter Agreement, dated July 28, 2000, among the Company, CRLP and
Security Capital Group (incorporated by reference to Exhibit 14.2 to
the Schedule 13D/A of SC-U.S. Realty filed on September 27, 2000).
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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: October 11, 2000 By: /s/ Thomas A. Carr
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Thomas A. Carr
President
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EXHIBIT INDEX
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Exhibit Document
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10.1. Stockholders Agreement, dated April 30, 1996, by and among the
Company, CRLP, SC-U.S. Realty and Holdings (incorporated by reference
to Exhibit 2.2 to the Schedule 13D/A of SC-U.S. Realty filed on May 7,
1996).
99.1 Letter Agreement, dated July 28, 2000, among the Company, CRLP and
Security Capital Group (incorporated by reference to Exhibit 14.2 to
the Schedule 13D/A of SC-U.S. Realty filed on September 27, 2000).
