================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2
(AMENDMENT NO. 13)
CARRAMERICA REALTY CORPORATION
(FORMERLY NAMED CARR REALTY CORPORATION)
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
-----------------------------------------------------
(Title of Class of Securities)
14441K 10 3
--------------------------------------------------------------------------------
(CUSIP Number)
JEFFREY A. COZAD
SECURITY CAPITAL U.S. REALTY
25b, BOULEVARD ROYAL
L-2449 LUXEMBOURG
(352) 46 37 561
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 28, 2000
-----------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box:
(Continued on following pages)
(Page 1 of 9 Pages)
================================================================================
<PAGE>
SCHEDULE 13D
-------------------------- --------------------------
CUSIP No. 14441K 10 3 Page 2 of 9
-------------------------- --------------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
Security Capital U.S. Realty
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
BK, OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
--------------------------------------------------------------------------------
Number of 7. SOLE VOTING POWER
Shares 28,603,417
-------------------------------------------------------------
Beneficially 8. SHARED VOTING POWER
Owned By -0-
-------------------------------------------------------------
Each 9. SOLE DISPOSITIVE POWER
Reporting 28,603,417
-------------------------------------------------------------
Person With 10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,603,417
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.7%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON REPORTING
CO
--------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
-------------------------- --------------------------
CUSIP No. 14441K 10 3 Page 3 of 9
-------------------------- --------------------------
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
Security Capital Holdings S.A.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
BK, OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
--------------------------------------------------------------------------------
Number of 7. SOLE VOTING POWER
Shares 28,603,417
-------------------------------------------------------------
Beneficially 8. SHARED VOTING POWER
Owned By -0-
-------------------------------------------------------------
Each 9. SOLE DISPOSITIVE POWER
Reporting 28,603,417
-------------------------------------------------------------
Person With 10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,603,417
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.7%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
<PAGE>
This Amendment No. 13 is filed by Security Capital U.S. Realty
("Security Capital U.S. Realty"), a corporation organized and existing under the
laws of Luxembourg, and by Security Capital Holdings S.A. ("Holdings"), a
corporation organized and existing under the laws of Luxembourg and a wholly
owned subsidiary of Security Capital U.S. Realty, and amends the Schedule 13D
originally filed on November 14, 1995 (as previously amended, the "Schedule
13D"). This Amendment No. 13 relates to shares of common stock, par value $0.01
per share ("Common Stock"), of CarrAmerica Realty Corporation, a Maryland
corporation formerly named Carr Realty Corporation ("Carr"). Capitalized terms
used herein without definition shall have the meanings ascribed thereto in the
Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended by adding the following
thereto:
On July 28, 2000, Security Capital U.S. Realty, Holdings, Carr and
Carr Realty, L.P. entered into a letter agreement (the "Letter Agreement")
amending the Stockholders Agreement, dated as of April 30, 1996, among such
parties (the "Stockholders Agreement"). The Letter Agreement provides for, among
other matters, (1) an agreement by Security Capital U.S. Realty and Holdings to
vote any shares of Common Stock beneficially owned by them in excess of 45% of
the outstanding shares of Common Stock as a result of repurchases of shares of
Common Stock by the Carr ("Affected Shares"), in their discretion, either in
accordance with the recommendation of the Board of Directors of Carr or in the
same proportions as other stockholders of Carr and (2) at the request of Carr,
the exchange, under certain circumstances, of Affected Shares for non-voting
convertible common shares or fully participating common-equivalent
non-redeemable preferred shares of Carr. A copy of the Letter Agreement is filed
as Exhibit 12 hereto and incorporated herein by reference, and the description
herein of the Letter Agreement is qualified in its entirety by reference
thereto.
In addition, Security Capital U.S. Realty and Holdings have advised
Carr that they would not give notice under Section 5.1(b) of the Stockholders
Agreement to terminate the Standstill Period thereunder (and as defined
therein). As a result, the Standstill Period will remain in effect until at
least April 30, 2002, unless earlier terminated in accordance with the terms of
the Stockholders Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
The following Exhibits are filed as part of this Schedule 13D:
Exhibit 1 Name, Business Address, and Present Principal Occupation of Each
Executive Officer and Director of Security Capital U.S. Realty and
of Security Capital Holdings S.A.
4 of 9 Pages
<PAGE>
Exhibit 2 Stock Purchase Agreement, dated as of November 5, 1995, by and
among Carr Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty (incorporated by reference to Exhibit
5.1 of Carr Realty Corporation's Current Report on Form 8-K dated
November 6, 1995)
Exhibit 2.1 Amendment No. 1 to the Stock Purchase Agreement, dated as of
April 29, 1996, by and among Carr Realty Corporation, Security
Capital Holdings S.A. and Security Capital U.S. Realty
Exhibit 2.2 Stockholders Agreement, dated as of April 30, 1996, by and among
Carr Realty Corporation, Carr Realty, L.P., Security Capital
Holdings S.A. and Security Capital U.S. Realty
Exhibit 2.3 Registration Rights Agreement, dated as of April 30, 1996, by and
among Carr Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
Exhibit 3 Subscription Agreement, dated as of July 17, 1996, by and among
CarrAmerica Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
Exhibit 4 Facility Agreement, dated June 12, 1996, by and among Security
Capital U.S. Realty, Security Capital Holdings S.A., Commerzbank
Aktiengesellschaft, as arranger and collateral agent, Commerzbank
International S.A., as administrative agent and the financial
institutions listed in Schedule 1 thereto (incorporated by
reference to Exhibit 4 of the Schedule 13D, dated June 21, 1996,
filed jointly by Security Capital U.S. Realty and Security Capital
Holdings S.A. with respect to the common stock of Regency Realty
Corporation)
Exhibit 5 Subscription Agreement, dated as of November 21, 1996, by and
among CarrAmerica Realty Corporation, Security Capital Holdings
S.A. and Security Capital U.S. Realty
Exhibit 6 Subscription Agreement, dated as of December 19, 1996, by and
among CarrAmerica Realty Corporation, Security Capital Holdings
S.A. and Security Capital U.S. Realty
Exhibit 7 Subscription Agreement, dated as of January 31, 1997, by and among
CarrAmerica Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
Exhibit 8 Subscription Agreement, dated as of April 14, 1997, by and among
CarrAmerica Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
5 of 9 Pages
<PAGE>
Exhibit 9 Subscription Agreement, dated as of December 18, 1997, by and
among CarrAmerica Realty Corporation, Security Capital Holdings
S.A. and Security Capital U.S. Realty
Exhibit 10 Subscription Agreement, dated as of April 2, 1998, by and among
CarrAmerica Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
Exhibit 11 Subscription Agreement, dated as of April 23, 1998, by and among
CarrAmerica Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty.
Exhibit 12 Letter Agreement, dated July 28, 2000, among CarrAmerica Realty
Corporation, Carr Realty, L.P., Security Capital U.S. Realty and
Security Capital Holdings S.A.
Exhibit 13 Joint Filing Agreement, dated as of July 28, 2000, between
Security Capital U.S. Realty and Security Capital Holdings S.A.
6 of 9 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
SECURITY CAPITAL U.S. REALTY
By: /s/ Jeffrey A. Cozad
---------------------------------
Name: Jeffrey A. Cozad
Title: Managing Director
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ Jeffrey A. Cozad
---------------------------------
Name: Jeffrey A. Cozad
Title: Managing Director
July 31, 2000
7 of 9 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Description
1* Name, Business Address, and Present Principal Occupation of Each
Executive Officer and Director of Security Capital U.S. Realty and
of Security Capital Holdings S.A.
2* Stock Purchase Agreement, dated as of November 5, 1995, by and
among Carr Realty Corporation, Security Capital U.S. Realty and
Security Capital Holdings S.A. (incorporated by reference to
Exhibit 5.1 of Carr Realty Corporation's Current Report on Form 8-K
dated November 6, 1995)
2.1* Amendment No. 1 to the Stock Purchase Agreement, dated as of April
29, 1996, by and among Carr Realty Corporation, Security Capital
Holdings S.A. and Security Capital U.S. Realty
2.2* Stockholders Agreement, dated as of April 30, 1996, by and among
Carr Realty Corporation, Carr Realty, L.P., Security Capital
Holdings S.A. and Security Capital U.S. Realty
2.3* Registration Rights Agreement, dated as of April 30, 1996, by and
among Carr Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
3* Subscription Agreement, dated as of July 17, 1996, by and among
CarrAmerica Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
4* Facility Agreement, dated June 12, 1996, by and among Security
Capital U.S. Realty, Security Capital Holdings S.A., Commerzbank
Aktiengesellschaft, as arranger and collateral agent, Commerzbank
International S.A., as administrative agent and the financial
institutions listed in Schedule 1 thereto (incorporated by
reference to Exhibit 4 of the Schedule 13D, dated June 21, 1996,
filed jointly by Security Capital U.S. Realty and Security Capital
Holdings S.A. with respect to the common stock of Regency Realty
Corporation)
5* Subscription Agreement, dated as of November 21, 1996, by and among
CarrAmerica Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
----------------------
* Previously filed
8 of 9 Pages
<PAGE>
6* Subscription Agreement, dated as of December 19, 1996, by and among
CarrAmerica Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
7* Subscription Agreement, dated as of January 31, 1997, by and among
CarrAmerica Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
8* Subscription Agreement, dated as of April 14, 1997, by and among
CarrAmerica Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
9* Subscription Agreement, dated as of December 18, 1997, by and among
CarrAmerica Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
10* Subscription Agreement, dated as of April 2, 1998, by and among
CarrAmerica Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
11* Subscription Agreement, dated as of April 23, 1998, by and among
CarrAmerica Realty Corporation, Security Capital Holdings S.A. and
Security Capital U.S. Realty
12 Letter Agreement, dated July 28, 2000, among CarrAmerica Realty
Corporation, Carr Realty, L.P., Security Capital U.S. Realty and
Security Capital Holdings S.A.
13 Joint Filing Agreement, dated as of July 28, 2000, between Security
Capital U.S. Realty and Security Capital Holdings S.A.
----------------------
* Previously Filed
9 of 9 Pages
