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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 14)
CarrAmerica Realty Corporation
(formerly named Carr Realty Corporation)
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
144418 10 0
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(CUSIP Number)
Laura L. Hamilton
Security Capital U.S. Realty
25b, Boulevard Royal
L-2449 Luxembourg
(352) 46 37 562
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 26, 2000
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(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 10 Pages)
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SCHEDULE 13D/A
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CUSIP No. 144418 10 0 Page 2 of 10
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1. NAMES OF REPORTING PERSONS
Security Capital U.S. Realty
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
[BK, OO]
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
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Number of 7. SOLE VOTING POWER
Shares 28,603,417
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Beneficially 8. SHARED VOTING POWER
Owned By -0-
---- ----------------------------------------------------------
Each 9. SOLE DISPOSITIVE POWER
Reporting 28,603,417
---- ----------------------------------------------------------
Person With 10. SHARED DISPOSITIVE POWER
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-0-
---------------- ---- -------------------------------------- -------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,603,417
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.1%
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14. TYPE OF REPORTING PERSON REPORTING
CO
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SCHEDULE 13D/A
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CUSIP No. 144418 10 0 Page 3 of 10
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1. NAMES OF REPORTING PERSONS
Security Capital Holdings S.A.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
[BK, OO]
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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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
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.1%
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14. TYPE OF REPORTING PERSON
CO
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This Amendment No. 14 is filed by Security Capital U.S. Realty ("SC-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 SC-U.S.
Realty, and amends the Schedule 13D originally filed on November 14, 1995 (as
previously amended, the "Schedule 13D"). This Amendment No. 14 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 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following
thereto:
Security Capital Group Incorporated, a Maryland corporation ("Security
Capital Group"), beneficially owns approximately 40.6% of the outstanding
capital stock of SC-U.S. Realty. On September 26, 2000, SC-U.S. Realty entered
into a Transaction Agreement (the "Transaction Agreement") with Security Capital
Group and SC Realty Incorporated, a Nevada corporation and an indirect wholly
owned subsidiary of Security Capital Group ("SC-Realty"). The Transaction
Agreement provides, among things, for the sale by SC-U.S. Realty of all the
issued and outstanding shares of capital stock of Holdings owned by SC-U.S.
Realty to SC-Realty, all upon the terms and subject to the conditions set forth
in the Transaction Agreement (the "Sale Transaction"). Upon consummation of the
Sale 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.
The consummation of the transactions contemplated by the Transaction
Agreement, including the Sale Transaction, is conditioned upon receipt of
required approvals by the stockholders of each of Security Capital Group and
SC-U.S. Realty, clearance under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, receipt by Security Capital Group of transaction financing
(for which Security Capital Group has received a commitment from two banks),
SC-U.S. Realty stockholders having elected to receive no more than an aggregate
of $200 million cash in lieu of shares of Security Capital Group they would
otherwise receive in a distribution contemplated by the Transaction Agreement,
and other customary conditions.
A copy of the Transaction Agreement is filed as Exhibit 14.1 to this
Schedule 13D and is hereby incorporated herein by reference, and the foregoing
description is qualified in its entirety by reference thereto.
Separately, on July 28, 2000, Security Capital Group entered into a letter
agreement (the "Security Capital Group Letter Agreement") with Carr and Carr
Realty, L.P., providing that in the event Security Capital Group or any
affiliate of Security Capital Group (excluding SC-U.S. Realty and Holdings and
any person already included within the definition of "Investor" in the
Stockholders Agreement filed as Exhibit 2.2 to this Schedule 13D (the
"Stockholders
4 of 10 Pages
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Agreement")) should directly or indirectly purchase or otherwise acquire all or
a portion of, or any interest in, Common Stock owned by Holdings:
o such an acquisition will not constitute a prohibited transfer under
the provisions of the Stockholders Agreement restricting direct and
indirect transfers of Common Stock;
o Security Capital Group and such affiliates will be bound by, and be
entitled to rights and benefits under, the terms of the Stockholders
Agreement (and any other agreements between Carr 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 (as defined in the Stockholders
Agreement), and Security Capital Group and such affiliates will
thereafter be treated under the Stockholders Agreement and any such
other agreements as an Investor for all purposes;
o certain restrictions on Carr in the Stockholders Agreement relating to
passive foreign investments will no longer apply;
o Carr has granted Security Capital Group an Exempted Holder exception
to the Ownership Limit (each as defined in Carr's certificate of
incorporation) so that Security Capital Group will have the same
exemption from the Ownership Limit as SC-U.S. Realty and Holdings had
by virtue of the Special Shareholder Limit (as defined in Carr's
certificate of incorporation); and
o the restrictions on certain actions by Investor under the Stockholders
Agreement, including among others restrictions on purchasing
additional shares of Common Stock, will be extended to April 30, 2003.
In addition, Security Capital Group agreed in the Security Capital Group
Letter Agreement, following any such acquisition, (1) to permit Carr to submit
to Carr stockholders for approval certain amendments to the articles of
incorporation of Carr reflecting matters covered by the Security Capital 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 Carr of restrictions contained in the
Stockholders Agreement.
A copy of the Security Capital Group Letter Agreement is filed as Exhibit
14.2 to this Schedule 13D and is hereby incorporated herein by reference, and
the foregoing description is qualified in its entirety by reference thereto.
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:
The information provided under Item 4 of this Amendment No. 14 to the
Schedule 13D is hereby incorporated herein.
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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.
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.
6 of 10 Pages
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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.
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.
Exhibit 14.1 Transaction Agreement, dated as of September 26, 2000, among
Security Capital Group Incorporated, SC Realty Incorporated and
Security Capital U.S. Realty (incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K filed by Security Capital
Group Incorporated on September 26, 2000).
Exhibit 14.2 Letter Agreement, dated July 28, 2000, among Security Capital
Group Incorporated, CarrAmerica Realty Corporation and Carr
Realty, L.P.
7 of 10 Pages
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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/ Laura L. Hamilton
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Name: Laura L. Hamilton
Title: Vice President
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ Laura L. Hamilton
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Name: Laura L. Hamilton
Title: Vice President
September 27, 2000
8 of 10 Pages
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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
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* Previously filed.
9 of 10 Pages
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S.A. and Security Capital U.S. Realty.
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.
14.1 Transaction Agreement, dated as of September 26, 2000, among Security
Capital Group Incorporated, SC Realty Incorporated and Security
Capital U.S. Realty (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed by Security Capital Group
Incorporated on September 26, 2000).
14.2 Letter Agreement, dated July 28, 2000, among Security Capital Group
Incorporated, CarrAmerica Realty Corporation and Carr Realty, L.P.
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* Previously filed.
10 of 10 Pages
