As filed with the Securities and Exchange Commission on November 16, 2001
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.
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
============================================================================================================================
Proposed Maximum Proposed Maximum
Offering Price Aggregate Offering Amount of
Number of Shares Per Share(1) Price(l) Registration Fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
share............................. 19,403,417 $28.80 $558,818,410 $139,705
============================================================================================================================
(1) Based on the average of the high and low sale price on the New York Stock
Exchange on November 12, 2001 in accordance with Rule 457(c) under the
Securities Act of 1933, as amended.
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.
********************************************************************************
The information in this prospectus is not complete and may be changed. The
selling stockholder identified herein may not sell the securities covered by
this prospectus until the registration statement filed with the Securities and
Exchange Commission is declared effective. 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.
********************************************************************************
Subject to Completion, dated November 16, 2001
PROSPECTUS
________________________________________________________________________________
19,403,417 Shares
CarrAmerica Realty Corporation
Common Stock
________________________________________________________________________________
This prospectus relates to the public offering from time to time of up to
19,403,417 shares of our common stock by Security Capital Group Incorporated
and its affiliates (collectively "Security Capital"). As of November 14, 2001
Security Capital owned approximately 46.9% of our outstanding common stock. We
are registering these shares for offer and sale as required under the terms of a
registration rights agreement between Security Capital and us. Our registration
of the offered shares does not mean that Security Capital will offer or sell any
of the shares. We will receive no proceeds of any sales of the offered shares by
Security Capital.
Security Capital may sell shares to or through underwriters, and also to
other purchasers or through agents. Goldman, Sachs & Co. may be one of such
underwriters. The names of the underwriters will be set forth in the
accompanying prospectus supplement.
Our 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 ______ __, 2001
TABLE OF CONTENTS
Page
----
About the Company.................................. 2
Risk Factors....................................... 2
About this Prospectus.............................. 2
Where to Find More Information..................... 3
Special Note Regarding Forward-Looking Statements.. 4
Use of Proceeds.................................... 5
Description of Common Stock........................ 5
The Selling Stockholder............................ 7
Plan of Distribution............................... 9
Experts............................................ 10
Legal Matters...................................... 10
________________________________________________________________________________
In this prospectus, "the Company," "we," "us," and "our" refer to
CarrAmerica Realty Corporation.
You should rely only on the information contained in this document or other
information that we incorporate by reference 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 stockholder 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.
ABOUT THE COMPANY
We are a fully integrated, self-administered and self-managed publicly
traded real estate investment trust (REIT), and focus primarily on the
acquisition, development, ownership and operation of office properties located
primarily in selected markets across the United States. As of September 30,
2001, we owned, directly or through joint ventures, interests in a portfolio of
288 operating office properties.
Recent Development
On November 15, 2001, we agreed to repurchase from Security Capital
9,200,000 shares of our common stock, par value $.01 per share, at a price of
$28.85 per share. The aggregate purchase price of approximately $265.4 million
is payable in cash, which we intend to fund by drawing on our $500 million
unsecured credit facility with J.P. Morgan Chase, as agent for a group of banks.
As of September 30, 2001, we had $384.1 million available for borrowing under
the line. The purchase is expected to be consummated on November 19, 2001.
RISK FACTORS
See "Risk Factors" beginning on page 12 of our Annual Report on Form
10-K for the year ended December 31, 2000 for a discussion of material risks
associated with an investment in our company.
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
2
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 the selling stockholder sells any of these
offered shares, the selling stockholder will provide you with this prospectus
and a prospectus supplement, if applicable, that will contain specific
information about the terms of that sale. 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 of 1934 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,
2000;
o Our Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 2001;
o Our Current Reports on Form 8-K filed with the SEC on February 2,
May 4, August 3, September 26, November 2, and November 16, 2001;
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 (excluding exhibits) to
each person to whom a copy of this prospectus is delivered at no cost, upon
written or oral request to:
CarrAmerica Realty Corporation
1850 K Street, N.W., Suite 500
Washington, D.C. 20006
Attention: Corporate Secretary
Telephone: 202/729-7500
3
SPECIAL NOTE REGARDING 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:
o National and local economic, business and real estate conditions that
will, among other things, affect:
o demand for office properties,
o the ability of the general economy to recover timely from the
current economic downturn,
o availability and creditworthiness of tenants,
o the level of lease rents, and
o the availability of financing for both our tenants and us;
o Adverse changes in the real estate markets including, among other
things:
o competition with other companies, and
o 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);
o Actions, strategies and performance of affiliates that we may
not control or companies in which we have made investments;
o Our ability to maintain our status as a REIT for federal
income tax purposes;
o Governmental actions and initiatives; and
o Environmental/safety requirements.
For a further discussion of these and other factors that could impact
our future results, performance, achievements or transactions, see the documents
filed by us from time to time with the SEC, and in particular the section titled
"Risk Factors" beginning on page 12 of our Annual Report on Form 10-K for the
year ended December 31, 2000.
4
USE OF PROCEEDS
We will not receive any proceeds from the sale of the stock covered by this
prospectus.
DESCRIPTION OF COMMON STOCK
General
We are authorized to issue 180,000,000 shares of common stock. The
outstanding common stock entitles the holder to one vote on all matters
presented to shareholders for a vote. Holders of common stock have no
preemptive rights. At November 14, 2001, there were 61,030,442 shares of common
stock outstanding.
Shares of common stock currently outstanding are listed for trading on the
New York Stock Exchange (the NYSE).
Subject to such preferential rights as may be granted by the Board of
Directors in connection with the future issuance of preferred stock, holders of
common stock are entitled to one vote per share on all matters to be voted on by
stockholders and are entitled to receive ratably such dividends as may be
declared on the common stock by the Board of Directors in its discretion from
funds legally available therefor. In the event of the liquidation, dissolution
or winding up of the Company, holders of common stock are entitled to share
ratably in all assets remaining after payment of all debts and other liabilities
and any liquidation preference of the holders of preferred stock. Holders of
common stock have no subscription, redemption, conversion or preemptive rights.
Matters submitted for stockholder approval generally require a majority vote of
the shares of common stock present and voting thereon.
Advance Notice of Director Nominations and New Business
The Bylaws of the Company provide that, with respect to an annual meeting
of stockholders, the proposal of business to be considered by stockholders may
be made only (i) by or at the direction of the Board of Directors or (ii) by a
stockholder who is entitled to vote at the meeting and who has complied with the
advance notice procedures set forth in the Bylaws. In addition, with respect to
any meeting of stockholders, nominations of persons for election to the Board of
Directors may be made only (i) by or at the direction of the Board of Directors
or (ii) by any stockholder who is entitled to vote at the meeting and has
complied with the advance notice provisions set forth in the Bylaws.
Restrictions on Transfer
Ownership Limits. Our Articles of Incorporation contain certain
restrictions on the number of shares of common stock that individual
shareholders may own. For us to qualify as a REIT under the Internal Revenue
Code of 1986, as amended (the "Code"), no more than 50% in value of our
outstanding capital stock may be owned, directly or indirectly, by five or fewer
individuals (as defined in the Code to include certain entities) during the last
half of a taxable year (other than the first REIT year) or during a
proportionate part of a shorter taxable year. The capital stock also must be
beneficially owned by 100 or more persons during at least 335 days of a taxable
year or during a proportionate part of a shorter taxable year. Because we
intend to maintain our qualification as a REIT, our Articles of Incorporation
contain certain restrictions on the ownership and transfer of capital stock,
including common stock, intended to ensure compliance with these requirements.
Subject to certain exceptions specified in the Articles of Incorporation,
no holder may own, through either actual ownership or deemed ownership by virtue
of certain attribution provisions of the Code, more than (A) 5% of the issued
and outstanding shares of common stock (the "Common
5
Stock Ownership Limit") or (B) 5% of any class or series of Preferred Stock (the
"Preferred Stock Ownership Limit"). (The Common Stock Ownership Limit and the
Preferred Stock Ownership Limit, together with the Existing Holder Limit, the
Special Shareholder Limit and the Non-U.S. Shareholder Limit, each as defined
below, are referred to collectively herein as the "Ownership Limits.") Certain
stockholders, including Clark Enterprises Inc., The Oliver Carr Company, Oliver
T. Carr, Jr. and A. James Clark, are not subject to the Common Stock Ownership
Limit, but they are subject to special ownership limitations (the "Existing
Holder Limit"). Furthermore, Security Capital and its affiliates are not subject
to the Common Stock Ownership Limit, but are subject to a special ownership
limit of 45% of the outstanding shares of common stock and 45% of the
outstanding shares of each class or series of preferred stock (the "Special
Shareholder Limit"). Security Capital's ownership interest may be permitted to
exceed 45% to the extent that such increase occurs as a result of stock
repurchases by us (as opposed to direct purchases by Security Capital).
Notwithstanding the Special Shareholder Limit, Security Capital has entered into
an agreement with the Company limiting Security Capital's ownership interest to
37.44% (on a fully-diluted basis). Furthermore, all holders are prohibited from
acquiring any capital stock if such acquisition would cause five or fewer
beneficial owners of capital stock (determined taking into account the relevant
attribution provisions of the Code) who are treated as "individuals" for
purposes of relevant provisions of the Code to own in the aggregate more than
50% in value of the outstanding capital stock.
In addition to the above restrictions on ownership of our shares of capital
stock, in order to assist us in qualifying as a "domestically controlled REIT,"
the Articles of Incorporation contain certain provisions preventing any Non-U.S.
Shareholder, as defined below, from acquiring additional shares of our capital
stock if, as a result of such acquisition, we would fail to qualify as a
"domestically controlled REIT" ("Non-U.S. Shareholder Limit"). A Non-U.S.
Shareholder is a nonresident alien individual, foreign corporation, foreign
partnership and any other foreign shareholder.
The Board of Directors may increase the Ownership Limits from time to time,
but may not do so to the extent that after giving effect to such increase five
or fewer beneficial owners of capital stock (determined taking into account the
relevant attribution provisions of the Code) who are treated as "individuals"
for purposes of relevant provisions of the Code could own in the aggregate more
than 49.5% in value of our outstanding capital stock. The Board of Directors,
in its sole discretion, may waive the Ownership Limits with respect to a holder
if such holder's ownership will not then or in the future jeopardize our status
as a REIT.
Violation of Ownership Limits. The Articles of Incorporation provide that,
if any holder of our capital stock purports to transfer shares to a person or
there is a change in our capital structure and either the transfer or the change
in capital structure would result in our failing to qualify as a REIT, or such
transfer or the change in capital structure would cause the transferee to hold
shares in excess of the applicable Ownership Limit, then the capital stock being
transferred (or in the case of an event other than a transfer, the capital stock
beneficially owned) that would cause one or more of the restrictions on
ownership or transfer to be violated will be automatically transferred to a
trust for the benefit of a designated charitable beneficiary. The purported
transferee of such shares will have no right to receive dividends or other
distributions with respect to such shares and will have no right to vote such
shares. Any dividends or other distributions paid to such purported transferee
prior to the discovery by us that the shares have been transferred to a trust
will be paid by the purported transferee upon demand to the trustee of the trust
for the benefit of the charitable beneficiary. The trustee of the trust will
have all rights to dividends with respect to the shares of capital stock held in
trust, which rights will be exercised for the exclusive benefit of the
charitable beneficiary. Any dividends or distributions paid over to the trustee
will be held in trust for the charitable beneficiary. The trustee will
designate a transferee of such stock so long as such shares of stock would not
violate the Ownership Limitations in the hands of such designated transferee.
Upon the sale of such shares, the purported transferee will receive the lesser
of (A) (i) the price per share such purported transferee
6
paid for the capital stock in the purported transfer that resulted in the
transfer of shares of capital stock to the trust, or (ii) if the transfer or
other event that resulted in the transfer of shares of capital stock to the
trust was not a transaction in which the purported record transferee of shares
of capital stock gave full value for such shares, a price per share equal to the
market price on the date of the purported transfer or other event that resulted
in the transfer of the shares to the trust, or (B) the price per share received
by the trustee from the sale or disposition of the shares held in the trust.
All certificates representing common stock will bear a legend referring to
the restrictions described above.
Every beneficial owner of more than 5% (or such lower percentage as
required by the Code or regulations thereunder) of the issued and outstanding
shares of common stock must file a written notice with us containing the
information specified in the Articles of Incorporation no later than December 31
of each year. In addition, each shareholder upon demand is required to disclose
to us in writing such information as we may request in good faith in order to
confirm our status as a REIT.
Registrar and Transfer Agent
The Registrar and Transfer Agent for the common stock is EquiServe Trust
Company, N.A.
THE SELLING STOCKHOLDER
Security Capital, including its affiliates, permitted pledgees,
transferees, or other successors in interest, may from time to time offer and
sell any or all of the shares of common stock offered by this prospectus. The
registration of the shares offered hereby does not necessarily mean that
Security Capital will sell any or all of the shares.
As of November 14, 2001, Security Capital beneficially owned 28,603,417
shares of our common stock, representing approximately 46.9% of our outstanding
common stock at that time. On November 15, 2001, we agreed to repurchase from
Security Capital 9,200,000 shares of our common stock. After giving effect to
the repurchase, Security Capital will own 19,403,417 shares of our common stock,
or approximately 37.4% of our outstanding common stock. All of such shares are
available for resale under this prospectus. Since Security Capital 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 Security Capital or that will be owned by
Security Capital upon completion of the offering.
Material Relationships with Security Capital
Set forth below are the material relationships between us and Security
Capital during the past three years:
Stockholders Agreement
In connection with the original investment by Security Capital U.S. Realty
in our company in 1996, we entered into a stockholders agreement with Security
Capital U.S. Realty pursuant to which we granted it certain rights relating to
our management and operations and its ownership interest in us. Security
Capital assumed these rights and obligations in January 2001 in connection with
a merger of Security Capital U.S. Realty with and into Security Capital. The
rights include:
(1) Board of Directors Representation. So long as Security Capital owns
--- ---------------------------------
at least 25% of the value of the outstanding shares of our common
stock on a fully-diluted basis, Security Capital has the right to
nominate for election
7
to our Board of Directors that number of directors so that the
percentage of the total number of directors that are Security
Capital nominees corresponds to the percentage of our common stock
then owned by Security Capital on a fully-diluted basis (but in no
event more than 40% of the members of the Board of Directors).
Currently William D. Sanders, C. Ronald Blankenship and Caroline S.
McBride serve on our Board of Directors as designees of Security
Capital. Security Capital also has the right to have one of its
designees serve on certain committees of our Board of Directors.
(2) Information Rights. So long as Security Capital owns at least 25%
--- ------------------
of the value of the outstanding shares of our common stock on a
fully-diluted basis, we have an obligation, among other things:
o to provide Security Capital with certain monthly reports and
financial statements and periodic securities filings,
o to comply with our reporting obligations under the Securities
and Exchange Act of 1934, as amended, and provide Security
Capital with the opportunity to review such filings, and
o to consult with a designee of Security Capital, prior to seeking
Board of Directors approval, in connection with proposals
relating to:
(a) acquisitions or business combinations valued in excess of
$25 million,
(b) sale or disposition of assets valued in excess of $25
million,
(c) the incurrence or issuance of indebtedness or guarantees or
other financing arrangements in excess of $25 million,
(d) our annual operating budget,
(e) material changes in our executive management,
(f) new material agreements with members of our executive
management, and
(g) certain equity issuances by us or any of our subsidiaries.
(3) Limitations on Corporate Actions--REIT Status. So long as Security
--- ---------------------------------------------
Capital owns at least 25% of the value of the outstanding shares of
our common stock on a fully-diluted basis and the standstill
provisions of the stockholders agreement (as described below) are
still in effect, we may not take certain actions, including actions
relating to our level of indebtedness or interests in businesses
other than the ownership of commercial office properties, or other
actions that could prevent us from being treated as a REIT for
federal income tax purposes.
(4) Participation Rights. So long as Security Capital owns at least 25%
--- --------------------
of the value of the outstanding shares of our common stock on a
fully-diluted basis, if we or a subsidiary of ours with more than
$200 million in assets issues or sells shares of its capital stock
or partnership interests, as the case may be, Security Capital is
entitled to purchase or subscribe for up to 30% (or up to 35% in
order to retain an ownership percentage at least equal to 25%) of
any such issuance or sale.
(5) Standstill Provisions. The stockholders agreement contains certain
--- ---------------------
standstill provisions that expire on April 30, 2003, subject to
earlier termination in certain circumstances and subject to
automatic one-year extensions unless Security Capital provides 270
days written notice prior to any such extension
8
terminating the standstill provisions. The provisions restrict
Security Capital, or any group of which it is a member, subject to
certain exceptions, from acquiring or disposing of our common stock
or otherwise seeking to enter into a business combination with, or
disposition of, us or our assets.
(6) Noncompete. Security Capital has agreed that, so long as it owns at
--- ----------
least 25% of the value of the outstanding shares of our common
stock on a fully-diluted basis, it will not own, develop or
otherwise acquire office property in the United States other than
through us, subject to certain exceptions.
Registration Rights Agreement
We have also entered into a registration rights agreement with Security
Capital pursuant to which Security Capital has requested this registration of
all of its shares of common stock. The registration rights agreement generally
contains other terms customary to registration rights agreements of its type,
including indemnification provisions.
Stock Repurchase
On November 15, 2001, we agreed to repurchase from Security Capital
9,200,000 shares of our common stock, par value $.01 per share, at a price of
$28.85 per share. The aggregate purchase price of approximately $265.4 million
is payable in cash, which we intend to fund by drawing on our $500 million
unsecured credit facility with J.P. Morgan Chase, as agent for a group of banks.
The purchase is expected to be consummated on November 19, 2001. After giving
effect to the repurchase, Security Capital will own approximately 37.4% of our
outstanding common stock.
PLAN OF DISTRIBUTION
We will not receive any proceeds from the sale of common stock by Security
Capital. Security Capital may sell common stock directly or though broker-
dealers or underwriters who may act solely as agents, or who may acquire shares
as principals. Underwriters for an offering of common stock pursuant to this
prospectus may include Goldman, Sachs & Co.
Common stock may be sold from time to time by Security Capital
or by its permitted pledgees, transferees or other successors in interest to
Security Capital. The distribution of the common stock may be effected in one
or more transactions that may take place through the New York Stock Exchange,
including block trades or ordinary broker's transactions, or through broker-
dealers acting either as principal or agent, or through privately negotiated
transactions, or through an underwritten public offering, or through a
combination of any such methods of sale, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at negotiated
prices for cash or other consideration. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by Security Capital in
connection with such sales. Additionally, Security Capital may issue common
stock upon conversion or exchange of convertible or exchangeable securities
issued by Security Capital or in satisfaction of options or short sales of
shares.
The aggregate proceeds to Security Capital from the sale of common stock
will be the purchase price of the common stock sold less the aggregate agents'
commissions and underwriters' discounts, if any, and other expenses of issuance
and distribution not borne by us. Security Capital and any dealers or agents
that participate in the distribution of the common stock may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the common stock by them and any commissions received by any such
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act.
9
To the extent required, the specific number of shares of common stock to
be sold, the names of the selling shareholders, if other than Security Capital,
purchase price, public offering price, the terms upon which such securities may
be issued, the names of any agent, dealer or underwriter, and any applicable
commission or discount with respect to a particular offering will be set forth
in any accompanying prospectus supplement.
Pursuant to the registration rights agreement with Security Capital,
Security Capital is obligated to pay all costs and expenses incurred in
connection with the registration of the offered shares, including, without
limitation, all registration, filing and stock exchange or NASD fees, all fees
and expenses of complying with securities or blue sky laws, all printing
expenses, messenger and delivery expenses, any fees and disbursements of the
counsel retained by Security Capital, any fees and disbursements of underwriters
customarily paid by sellers of securities who are not issuers of such securities
and all underwriting discounts and commissions and transfer taxes, if any, and
any premiums and other costs of policies of insurance obtained by Security
Capital against liabilities arising out of the offering of securities pursuant
hereto. We will pay all fees and disbursements of counsel and independent
public accountants retained by us, incurred in connection with the registration
under the Securities Act of 1933, as amended, of the offering made hereby and
any premiums and other costs of insurance policies obtained by us against
liabilities arising out of the sale of securities. We have also agreed to
indemnify Security Capital against specified liabilities, including certain
potential liabilities arising under the Securities Act, or to contribute to the
payments Security Capital may be required to make in respect thereof.
EXPERTS
Our consolidated financial statements and schedule as of December 31,
2000 and 1999, and for each of the years in the three-year period ended December
31, 2000, have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
With respect to the unaudited interim financial information for the periods
ended September 30, 2001 and 2000, June 30, 2001 and 2000 and March 31, 2001 and
2000 incorporated by reference herein, KPMG LLP has reported that they applied
limited procedures in accordance with professional standards for a review of
such information. However, their separate reports included in the Company's
quarterly reports on Form 10-Q for the quarters ended September 30, 2001, June
30, 2001 and March 31, 2001, and incorporated by reference herein, state that
they did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. KPMG LLP is not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for its reports on the unaudited
interim financial information because those reports are not "reports" or a
"part" of the registration statement prepared or certified by KPMG LLP within
the meaning of Sections 7 and 11 of the Act.
LEGAL MATTERS
The legality of the securities offered hereby and the qualification of
CarrAmerica Realty Corporation as a REIT for federal income tax purposes have
been passed upon for us by Hogan & Hartson L.L.P. 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.
10
------------------------------------------------------------------------------
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 Security Capital. 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.
------------------------------------------------------------------------------
19,403,417 Shares
CarrAmerica Realty Corporation
Common Stock
------------------------------
PROSPECTUS
------------------------------
___________ __, 2001
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 $ 139,705 (1)
Legal Fees and Expenses 50,000
Accounting Fees and Expenses 25,000
Printing Fees 10,000 (1)
Miscellaneous 5,295 (2)
Total 230,000
_______________
(1) To be paid by Security Capital Group Incorporated.
(2) To be paid by both the Registrant and Security Capital Group Incorporated.
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 the company 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 Realty Corporation 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 Realty Corporation 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 of Directors 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 Realty Corporation's charter provides that, to the
fullest extent permitted under Maryland law, directors and officers of the
company will not be liable to the company 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.
Item 16. Exhibits.
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. regarding the legality of the securities being registered
8.1 * Opinion of Hogan & Hartson L.L.P. regarding certain tax matters
15.1 * Letter from KPMG LLP regarding unaudited interim financial information
23.1 * Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.2 * Consent of Hogan & Hartson L.L.P. (included in Exhibit 8.1)
23.3 * Consent of KPMG LLP, independent public accountants
24.1 * Powers of Attorney
----------------------
* Filed herewith.
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 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.
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 November 16, 2001.
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:
Signature Title Date
--------- ----- ----
/s/ Thomas A. Carr President, Chief Executive Officer November 16, 2001
------------------------------------ and Chairman of the Board of
Thomas A. Carr Directors (principal executive
officer)
/s/ Richard F. Katchuk Chief Financial Officer (principal November 16, 2001
------------------------------------ financial officer)
Richard F. Katchuk
/s/ Stephen E. Riffee Senior Vice President, Controller and November 16, 2001
------------------------------------ Treasurer (principal accounting
Stephen E. Riffee officer)
* Director November 16, 2001
------------------------------------
C. Ronald Blankenship
* Director November 16, 2001
------------------------------------
Andrew F. Brimmer
* Director November 16, 2001
------------------------------------
Oliver T. Carr, Jr.
* Director November 16, 2001
------------------------------------
A. James Clark
* Director November 16, 2001
------------------------------------
Timothy Howard
* Director November 16, 2001
------------------------------------
Caroline S. McBride
* Director November 16, 2001
------------------------------------
William D. Sanders
* Director November 16, 2001
------------------------------------
Wesley S. Williams, Jr.
* By: /s/ Richard F. Katchuk
----------------------
Richard F. Katchuk
As Attorney-in-Fact
(See Exhibit 24.1)
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. regarding the legality of the securities being registered
8.1 * Opinion of Hogan & Hartson L.L.P. regarding certain tax matters
15.1 * Letter from KPMG LLP regarding unaudited interim financial information
23.1 * Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.2 * Consent of Hogan & Hartson L.L.P. (included in Exhibit 8.1)
23.3 * Consent of KPMG LLP, independent public accountants
24.1 * Powers of Attorney
----------------------
* Filed herewith.