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 15, 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 15, 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., Fleet Securities,
Inc., HSBC Securities (USA) Inc. and Wachovia Securities, Inc., 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 $50,000,000 of its
5.261% 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 20, 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 15, 2002, by and among CarrAmerica
Realty Corporation, CarrAmerica Realty, L.P., Banc of America Securities
LLC, J.P. Morgan Securities Inc., Fleet Securities, Inc., HSBC
Securities (USA) Inc. and Wachovia Securities, Inc.
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 5.261% Senior Note Due 2007
4.3 Guarantee by CarrAmerica Realty, L.P. dated as of November 20, 2002
5.1 Opinion of Hogan & Hartson L.L.P. regarding legality of securities
8.1 Opinion of Hogan & Hartson L.L.P. regarding certain tax matters
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)
23.2 Consent of Hogan & Hartson L.L.P. to the filing of Exhibit 8.1 herewith
(included in its opinion filed as Exhibit 8.1)
-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.
-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 20, 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 20, 2002 By: CarrAmerica Realty Gp Holdings, Inc.
General Partner
By: /s/ Thomas A. Carr
-------------------------------------
Name: Thomas A. Carr
Title: Chief Executive Officer
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 November 15, 2002, by and among
CarrAmerica Realty Corporation, CarrAmerica Realty, L.P., Banc
of America Securities LLC, J.P. Morgan Securities Inc., Fleet
Securities, Inc., HSBC Securities (USA) Inc. and Wachovia
Securities, Inc.
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 5.261% Senior Note Due 2007
4.3 Guarantee by CarrAmerica Realty, L.P. dated as of
November 20, 2002
5.1 Opinion of Hogan & Hartson L.L.P. regarding legality of securities
8.1 Opinion of Hogan & Hartson L.L.P. regarding certain tax matters
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)
23.2 Consent of Hogan & Hartson L.L.P. to the filing of Exhibit 8.1
herewith (included in its opinion filed as Exhibit 8.1)
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.