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): January 8, 2002
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)
CarrAmerica Realty, L.P.
(Exact name of registrant as specified in its charter)
Delaware 000-22741 52-1976308
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
1850 K Street, NW, Suite 500
Washington, DC 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)
Item 5. Other Events
On January 8, 2002, CarrAmerica Realty Corporation (the "Company")
entered into an Underwriting Agreement with J.P. Morgan Securities Inc. in
connection with a proposed public offering of $400,000,000 of its 7.125% Senior
Notes due 2012, which are guaranteed as to payment of principal, premium, if
any, and interest by CarrAmerica Realty, L.P. The notes mature on January 15,
2012, with interest payable semiannually on January 15 and July 15 of each year
outstanding, beginning July 15, 2002. The Company may redeem the notes at any
time. On the same date, the Company, CarrAmerica Realty, L.P., J.P. Morgan
Securities Inc., Banc of America Securities LLC, First Union Securities, Inc.,
Lehman Brothers Inc., Salomon Smith Barney Inc., Commerzbank Capital Markets
Corporation, Goldman, Sachs & Co., Legg Mason Wood Walker, Incorporated, PNC
Capital Markets, Inc. and Wells Fargo Brokerage Services, LLC entered into a
Terms Agreement with respect to the offering. The closing of the offering is
expected to occur on January 11, 2002. Copies of the Underwriting Agreement and
the Terms Agreement are filed as exhibits to this report.
Item 7. Exhibits
The following exhibits are filed as part of this report:
1.1 Underwriting Agreement, dated as of January 8, 2002, by and between
CarrAmerica Realty Corporation and J.P. Morgan Securities Inc.
1.2 Terms Agreement, dated as of January 8, 2002, by and among
CarrAmerica Realty Corporation, CarrAmerica Realty, L.P., J.P.
Morgan Securities Inc., Banc of America Securities LLC, First Union
Securities, Inc., Lehman Brothers Inc., Salomon Smith Barney Inc.,
Commerzbank Capital Markets Corporation, Goldman, Sachs & Co., Legg
Mason Wood Walker, Incorporated, PNC Capital Markets, Inc. and Wells
Fargo Brokerage Services, LLC
4.1 Indenture, dated as of January 11, 2002, by and among CarrAmerica
Realty Corporation, CarrAmerica Realty, L.P., as Guarantor, and U.S.
National Association, as Trustee
4.2 Form of 7.125% Senior Note Due 2012
4.3 Guarantee by CarrAmerica Realty, L.P. dated as of January 11, 2002
5.1 Opinion of Hogan & Hartson L.L.P. regarding legality of securities
-2-
23.1 Consent of Hogan & Hartson L.L.P. to the filing of Exhibit 5.1
herewith (included in its opinion filed as Exhibit 5.1)
25.1 Statement of Eligibility of Trustee on Form T-1
-3-
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: January 11, 2002 By: /s/ Thomas A. Carr
-------------------------
Name: Thomas A. Carr
Title: President
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, L.P.
Date: January 11, 2002 By: CarrAmerica Realty GP Holdings, Inc.
General Partner
By: /s/ Thomas A. Carr
-------------------------
Name: Thomas A. Carr
Title: President
EXHIBIT INDEX
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Exhibit Document
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1.1 Underwriting Agreement, dated as of January 8, 2002, by and between
CarrAmerica Realty Corporation and J. P. Morgan Securities Inc.
1.2 Terms Agreement, dated as of January 8, 2002, by and among
CarrAmerica Realty Corporation, CarrAmerica Realty, L.P., J.P.
Morgan Securities Inc., Banc of America Securities LLC, First
Union Securities, Inc., Lehman Brothers Inc., Salomon Smith
Barney Inc., Commerzbank Capital Markets Corporation, Goldman,
Sachs & Co., Legg Mason Wood Walker, Incorporated, PNC Capital
Markets, Inc. and Wells Fargo Brokerage Services, LLC
4.1 Indenture, dated as of January 11, 2002, by and among CarrAmerica
Realty Corporation, CarrAmerica Realty, L.P., as Guarantor, and U.S.
National Association, as Trustee
4.2 Form of 7.125% Senior Note Due 2012
4.3 Guarantee by CarrAmerica Realty, L.P. dated as of January 11, 2002
5.1 Opinion of Hogan & Hartson L.L.P. regarding legality of securities
23.1 Consent of Hogan & Hartson L.L.P. to the filing of Exhibit 5.1
herewith (included in its opinion filed as Exhibit 5.1)
25.1 Statement of Eligibility of Trustee on Form T-1