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): December 19, 2001
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)
1850 K Street, NW, Suite 500 20006
Washington, DC (Zip Code)
(Address of principal executive offices)
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 December 19, 2001, Security Capital Group Incorporated ("Security
Capital") consummated the public offering of 19,403,417 shares of the common
stock of CarrAmerica Realty Corporation (the "Company"). The shares were offered
to the public at $28.37 per share. Immediately prior to the consummation of the
offering, Security Capital owned approximately 37.4% of the outstanding common
stock of the Company. Security Capital now no longer owns any shares of the
Company's common stock.
In light of the fact that Security Capital no longer has an ownership
interest in the Company, in connection with the closing of the offering, Messrs.
William D. Sanders and C. Ronald Blankenship and Ms. Caroline S. McBride, each a
Security Capital designee to the Company's nine-member board of directors,
resigned as members of the Company's board.
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: December 20, 2001 By: /s/ Linda A. Madrid
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Linda A. Madrid,
Managing Director, General
Counsel and Corporate Secretary