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): November 20, 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 November 20, 2002, CarrAmerica Realty Corporation (the "Company")
and CarrAmerica Realty, L.P. (the "Partnership") entered into a Terms Agreement
with Banc of America Securities LLC, J.P. Morgan Securities Inc., Goldman, Sachs
& Co., Wachovia Securities, Inc., Commerzbank Capital Markets Corp., Legg Mason
Wood Walker, Incorporated, PNC Capital Markets, Inc., U.S. Bancorp Piper Jaffray
Inc., and Wells Fargo Brokerage Services, LLC, which incorporates by reference
that certain Underwriting Agreement, dated January 8, 2002, by and between the
Company and J.P. Morgan Securities Inc., in its entirety, in connection with a
proposed public offering of $175,000,000 of its 5.25% Senior Notes due 2007,
which are guaranteed as to payment of principal, premium, if any, and interest
by the Partnership. The notes mature on November 30, 2007, with interest payable
semiannually on May 30 and November 30 of each year outstanding beginning May
30, 2003. The Company may redeem the notes at any time. The closing of the
offering is expected to occur on November 25, 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 November 20, 2002, by and among
CarrAmerica Realty Corporation, CarrAmerica Realty, L.P., Banc of
America Securities LLC, J.P. Morgan Securities Inc., Goldman, Sachs
& Co., Wachovia Securities, Inc., Commerzbank Capital Markets Corp.,
Legg Mason Wood Walker, Incorporated, PNC Capital Markets, Inc.,
U.S. Bancorp Piper Jaffray 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 5.25% Senior Note Due 2007
4.3 Guarantee by CarrAmerica Realty, L.P. dated as of November 25, 2002
5.1 Opinion of Hogan & Hartson L.L.P. regarding legality of securities
12.1** Statement re: Computation of Ratios
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)
-2-
25.1* Statement of Eligibility of Trustee on Form T-1
--------
* Incorporated by reference to the Company's and the Partnership's
Current Report on Form 8-K, dated January 8, 2002, and filed on January
11, 2002.
** Incorporated by reference to the Company's and the Partnership's
Current Report on Form 8-K, dated November 15, 2002, and filed on
November 20, 2002.
-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: November 25, 2002 By: /s/ Thomas A. Carr
---------------------------------------
Name: Thomas A. Carr
Title: Chief Executive Officer
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: November 25, 2002 By: CarrAmerica Realty GP Holdings, Inc.
General Partner
By: /s/ Thomas A. Carr
----------------------------------------
Name: Thomas A. Carr
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit Document
------- --------
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 November 20, 2002, by
and among CarrAmerica Realty Corporation, CarrAmerica
Realty, L.P., Banc of America Securities LLC, J.P.
Morgan Securities Inc., Goldman, Sachs & Co.,
Wachovia Securities, Inc., Commerzbank Capital
Markets Corp., Legg Mason Wood Walker, Incorporated,
PNC Capital Markets, Inc., U.S. Bancorp Piper Jaffray
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 5.25% Senior Note Due 2007
4.3 Guarantee by CarrAmerica Realty, L.P. dated as of
November 25, 2002
5.1 Opinion of Hogan & Hartson L.L.P. regarding legality
of securities
12.1** Statement re: Computation of Ratios
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
-----------
* Incorporated by reference to the Company's and the
Partnership's Current Report on Form 8-K, dated
January 8, 2002, and filed on January 11, 2002.
** Incorporated by reference to the Company's and the
Partnership's Current Report on Form 8-K, dated
November 15, 2002, and filed on November 20, 2002.