-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bf6sqQcwgQp/hYc74pC35FJJAVbl02O7NG+1E59+LNJ6XB9nBHvtHtfE3z+eKLYy WX+0xmxe0nl5ynyEl8bEGA== /in/edgar/work/0000898822-00-000676/0000898822-00-000676.txt : 20000929 0000898822-00-000676.hdr.sgml : 20000929 ACCESSION NUMBER: 0000898822-00-000676 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000927 GROUP MEMBERS: SECURITY CAPITAL HOLDINGS S.A. GROUP MEMBERS: SECURITY CAPITAL U S REALTY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARRAMERICA REALTY CORP CENTRAL INDEX KEY: 0000893577 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 521796339 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43099 FILM NUMBER: 729937 BUSINESS ADDRESS: STREET 1: 1850 K STREET NW STREET 2: SUITE 500 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2027297500 MAIL ADDRESS: STREET 1: 1700 PENNSYLVANIA AVENUE STREET 2: SUITE 700 CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: CARR REALTY CORP DATE OF NAME CHANGE: 19940218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY CAPITAL U S REALTY CENTRAL INDEX KEY: 0001013705 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 25B BOULEVARD ROYAL STREET 2: L 1470 CITY: LUXEMBOURG STATE: N4 ZIP: 00000 BUSINESS PHONE: 0113524637 SC 13D/A 1 0001.txt AMENDMENT NO. 14 TO SCHEDULE 13D/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 14) CarrAmerica Realty Corporation (formerly named Carr Realty Corporation) ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, $.01 par value ------------------------------------------------------------------------------ (Title of Class of Securities) 144418 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) Laura L. Hamilton Security Capital U.S. Realty 25b, Boulevard Royal L-2449 Luxembourg (352) 46 37 562 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 26, 2000 ------------------------------------------------------------------------------ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] (Continued on following pages) (Page 1 of 10 Pages) ================================================================================ SCHEDULE 13D/A - --------------------------------- ------------------------------- CUSIP No. 144418 10 0 Page 2 of 10 - --------------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Security Capital U.S. Realty I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS [BK, OO] - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg - ---------------- ---- ---------------------------------------------------------- Number of 7. SOLE VOTING POWER Shares 28,603,417 ---- ---------------------------------------------------------- Beneficially 8. SHARED VOTING POWER Owned By -0- ---- ---------------------------------------------------------- Each 9. SOLE DISPOSITIVE POWER Reporting 28,603,417 ---- ---------------------------------------------------------- Person With 10. SHARED DISPOSITIVE POWER - ---------------- -0- - ---------------- ---- -------------------------------------- ------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,603,417 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON REPORTING CO - -------------------------------------------------------------------------------- SCHEDULE 13D/A - --------------------------------- ------------------------------- CUSIP No. 144418 10 0 Page 3 of 10 - --------------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Security Capital Holdings S.A. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS [BK, OO] - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg - ---------------- ---- ---------------------------------------------------------- Number of 7. SOLE VOTING POWER Shares 28,603,417 ---- ---------------------------------------------------------- Beneficially 8. SHARED VOTING POWER Owned By -0- ---- ---------------------------------------------------------- Each 9. SOLE DISPOSITIVE POWER Reporting 28,603,417 ---- ---------------------------------------------------------- Person With 10. SHARED DISPOSITIVE POWER - ---------------- -0- - ---------------- ---- ---------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,603,417 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- This Amendment No. 14 is filed by Security Capital U.S. Realty ("SC-U.S. Realty"), a corporation organized and existing under the laws of Luxembourg, and by Security Capital Holdings S.A. ("Holdings"), a corporation organized and existing under the laws of Luxembourg and a wholly owned subsidiary of SC-U.S. Realty, and amends the Schedule 13D originally filed on November 14, 1995 (as previously amended, the "Schedule 13D"). This Amendment No. 14 relates to shares of common stock, par value $0.01 per share ("Common Stock"), of CarrAmerica Realty Corporation, a Maryland corporation formerly named Carr Realty Corporation ("Carr"). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Schedule 13D. ITEM 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended by adding the following thereto: Security Capital Group Incorporated, a Maryland corporation ("Security Capital Group"), beneficially owns approximately 40.6% of the outstanding capital stock of SC-U.S. Realty. On September 26, 2000, SC-U.S. Realty entered into a Transaction Agreement (the "Transaction Agreement") with Security Capital Group and SC Realty Incorporated, a Nevada corporation and an indirect wholly owned subsidiary of Security Capital Group ("SC-Realty"). The Transaction Agreement provides, among things, for the sale by SC-U.S. Realty of all the issued and outstanding shares of capital stock of Holdings owned by SC-U.S. Realty to SC-Realty, all upon the terms and subject to the conditions set forth in the Transaction Agreement (the "Sale Transaction"). Upon consummation of the Sale Transaction, Security Capital Group and SC-Realty would, through their ownership of capital stock of Holdings, beneficially own all of the shares of Common Stock owned by Holdings, and SC-U.S. Realty would cease to beneficially own any shares of Common Stock. The consummation of the transactions contemplated by the Transaction Agreement, including the Sale Transaction, is conditioned upon receipt of required approvals by the stockholders of each of Security Capital Group and SC-U.S. Realty, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, receipt by Security Capital Group of transaction financing (for which Security Capital Group has received a commitment from two banks), SC-U.S. Realty stockholders having elected to receive no more than an aggregate of $200 million cash in lieu of shares of Security Capital Group they would otherwise receive in a distribution contemplated by the Transaction Agreement, and other customary conditions. A copy of the Transaction Agreement is filed as Exhibit 14.1 to this Schedule 13D and is hereby incorporated herein by reference, and the foregoing description is qualified in its entirety by reference thereto. Separately, on July 28, 2000, Security Capital Group entered into a letter agreement (the "Security Capital Group Letter Agreement") with Carr and Carr Realty, L.P., providing that in the event Security Capital Group or any affiliate of Security Capital Group (excluding SC-U.S. Realty and Holdings and any person already included within the definition of "Investor" in the Stockholders Agreement filed as Exhibit 2.2 to this Schedule 13D (the "Stockholders 4 of 10 Pages Agreement")) should directly or indirectly purchase or otherwise acquire all or a portion of, or any interest in, Common Stock owned by Holdings: o such an acquisition will not constitute a prohibited transfer under the provisions of the Stockholders Agreement restricting direct and indirect transfers of Common Stock; o Security Capital Group and such affiliates will be bound by, and be entitled to rights and benefits under, the terms of the Stockholders Agreement (and any other agreements between Carr or its affiliates, on the one hand, and SC-U.S. Realty or Holdings, on the other hand) to the same extent as an Investor (as defined in the Stockholders Agreement), and Security Capital Group and such affiliates will thereafter be treated under the Stockholders Agreement and any such other agreements as an Investor for all purposes; o certain restrictions on Carr in the Stockholders Agreement relating to passive foreign investments will no longer apply; o Carr has granted Security Capital Group an Exempted Holder exception to the Ownership Limit (each as defined in Carr's certificate of incorporation) so that Security Capital Group will have the same exemption from the Ownership Limit as SC-U.S. Realty and Holdings had by virtue of the Special Shareholder Limit (as defined in Carr's certificate of incorporation); and o the restrictions on certain actions by Investor under the Stockholders Agreement, including among others restrictions on purchasing additional shares of Common Stock, will be extended to April 30, 2003. In addition, Security Capital Group agreed in the Security Capital Group Letter Agreement, following any such acquisition, (1) to permit Carr to submit to Carr stockholders for approval certain amendments to the articles of incorporation of Carr reflecting matters covered by the Security Capital Letter Agreement (and Security Capital Group agreed to vote any shares of Common Stock beneficially owned by it in favor of such proposal) and (2) to certain waivers of past and potential future breaches by Carr of restrictions contained in the Stockholders Agreement. A copy of the Security Capital Group Letter Agreement is filed as Exhibit 14.2 to this Schedule 13D and is hereby incorporated herein by reference, and the foregoing description is qualified in its entirety by reference thereto. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended by adding the following thereto: The information provided under Item 4 of this Amendment No. 14 to the Schedule 13D is hereby incorporated herein. 5 of 10 Pages ITEM 7. Material to be Filed as Exhibits Item 7 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: The following Exhibits are filed as part of this Schedule 13D: Exhibit 1 Name, Business Address, and Present Principal Occupation of Each Executive Officer and Director of Security Capital U.S. Realty and of Security Capital Holdings S.A. Exhibit 2 Stock Purchase Agreement, dated as of November 5, 1995, by and among Carr Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty (incorporated by reference to Exhibit 5.1 of Carr Realty Corporation's Current Report on Form 8-K dated November 6, 1995). Exhibit 2.1 Amendment No. 1 to the Stock Purchase Agreement, dated as of April 29, 1996, by and among Carr Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. Exhibit 2.2 Stockholders Agreement, dated as of April 30, 1996, by and among Carr Realty Corporation, Carr Realty, L.P., Security Capital Holdings S.A. and Security Capital U.S. Realty. Exhibit 2.3 Registration Rights Agreement, dated as of April 30, 1996, by and among Carr Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. Exhibit 3 Subscription Agreement, dated as of July 17, 1996, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. Exhibit 4 Facility Agreement, dated June 12, 1996, by and among Security Capital U.S. Realty, Security Capital Holdings S.A., Commerzbank Aktiengesellschaft, as arranger and collateral agent, Commerzbank International S.A., as administrative agent and the financial institutions listed in Schedule 1 thereto (incorporated by reference to Exhibit 4 of the Schedule 13D, dated June 21, 1996, filed jointly by Security Capital U.S. Realty and Security Capital Holdings S.A. with respect to the common stock of Regency Realty Corporation). Exhibit 5 Subscription Agreement, dated as of November 21, 1996, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. 6 of 10 Pages Exhibit 6 Subscription Agreement, dated as of December 19, 1996, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. Exhibit 7 Subscription Agreement, dated as of January 31, 1997, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. Exhibit 8 Subscription Agreement, dated as of April 14, 1997, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. Exhibit 9 Subscription Agreement, dated as of December 18, 1997, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. Exhibit 10 Subscription Agreement, dated as of April 2, 1998, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. Exhibit 11 Subscription Agreement, dated as of April 23, 1998, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. Exhibit 12 Letter Agreement, dated July 28, 2000, among CarrAmerica Realty Corporation, Carr Realty, L.P., Security Capital U.S. Realty and Security Capital Holdings S.A. Exhibit 13 Joint Filing Agreement, dated as of July 28, 2000, between Security Capital U.S. Realty and Security Capital Holdings S.A. Exhibit 14.1 Transaction Agreement, dated as of September 26, 2000, among Security Capital Group Incorporated, SC Realty Incorporated and Security Capital U.S. Realty (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Security Capital Group Incorporated on September 26, 2000). Exhibit 14.2 Letter Agreement, dated July 28, 2000, among Security Capital Group Incorporated, CarrAmerica Realty Corporation and Carr Realty, L.P. 7 of 10 Pages SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. SECURITY CAPITAL U.S. REALTY By: /s/ Laura L. Hamilton ------------------------- Name: Laura L. Hamilton Title: Vice President SECURITY CAPITAL HOLDINGS S.A. By: /s/ Laura L. Hamilton -------------------------- Name: Laura L. Hamilton Title: Vice President September 27, 2000 8 of 10 Pages EXHIBIT INDEX Exhibit Description 1 Name, Business Address, and Present Principal Occupation of Each Executive Officer and Director of Security Capital U.S. Realty and of Security Capital Holdings S.A. 2* Stock Purchase Agreement, dated as of November 5, 1995, by and among Carr Realty Corporation, Security Capital U.S. Realty and Security Capital Holdings S.A. (incorporated by reference to Exhibit 5.1 of Carr Realty Corporation's Current Report on Form 8-K dated November 6, 1995). 2.1* Amendment No. 1 to the Stock Purchase Agreement, dated as of April 29, 1996, by and among Carr Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. 2.2* Stockholders Agreement, dated as of April 30, 1996, by and among Carr Realty Corporation, Carr Realty, L.P., Security Capital Holdings S.A. and Security Capital U.S. Realty. 2.3* Registration Rights Agreement, dated as of April 30, 1996, by and among Carr Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. 3* Subscription Agreement, dated as of July 17, 1996, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. 4* Facility Agreement, dated June 12, 1996, by and among Security Capital U.S. Realty, Security Capital Holdings S.A., Commerzbank Aktiengesellschaft, as arranger and collateral agent, Commerzbank International S.A., as administrative agent and the financial institutions listed in Schedule 1 thereto (incorporated by reference to Exhibit 4 of the Schedule 13D, dated June 21, 1996, filed jointly by Security Capital U.S. Realty and Security Capital Holdings S.A. with respect to the common stock of Regency Realty Corporation). 5* Subscription Agreement, dated as of November 21, 1996, by and among CarrAmerica Realty Corporation, Security Capital Holdings - ------------------- * Previously filed. 9 of 10 Pages S.A. and Security Capital U.S. Realty. 6* Subscription Agreement, dated as of December 19, 1996, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. 7* Subscription Agreement, dated as of January 31, 1997, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. 8* Subscription Agreement, dated as of April 14, 1997, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. 9* Subscription Agreement, dated as of December 18, 1997, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. 10* Subscription Agreement, dated as of April 2, 1998, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. 11* Subscription Agreement, dated as of April 23, 1998, by and among CarrAmerica Realty Corporation, Security Capital Holdings S.A. and Security Capital U.S. Realty. 12* Letter Agreement, dated July 28, 2000, among CarrAmerica Realty Corporation, Carr Realty, L.P., Security Capital U.S. Realty and Security Capital Holdings S.A. 13* Joint Filing Agreement, dated as of July 28, 2000, between Security Capital U.S. Realty and Security Capital Holdings S.A. 14.1 Transaction Agreement, dated as of September 26, 2000, among Security Capital Group Incorporated, SC Realty Incorporated and Security Capital U.S. Realty (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Security Capital Group Incorporated on September 26, 2000). 14.2 Letter Agreement, dated July 28, 2000, among Security Capital Group Incorporated, CarrAmerica Realty Corporation and Carr Realty, L.P. - ------------------ * Previously filed. 10 of 10 Pages EX-99 2 0002.txt EXHIBIT 1 - LIST OF OFFICERS AND DIRECTORS Exhibit 1
SECURITY CAPITAL U.S. REALTY AND SECURITY CAPITAL HOLDINGS S.A. DIRECTORS AND OFFICERS INFORMATION - ---------------------------------------------------------------------------------------------------------------------------- PRINCIPAL NAME COMPANY POSITION BUSINESS ADDRESS OCCUPATION - ---------------------------------------------------------------------------------------------------------------------------- Dr. Erich Coenen Security Capital U.S. Realty Director Commerzbank AG Retired Kaiserplatz 60261 Frankfurt am Main Germany - ---------------------------------------------------------------------------------------------------------------------------- Jeffrey A. Cozad Security Capital U.S. Realty Director/Managing Security Capital (UK) Managing Director Director Management Ltd Security Capital Holdings S.A. Director/Managing 7 Clifford Street Director London W1X 2UX United Kingdom - ---------------------------------------------------------------------------------------------------------------------------- Claude Kremer Security Capital U.S. Realty Director Arendt & Medernach Attorney/Partner Security Capital Holdings S.A. Director 8-10 rue Mathias Hardt B.P. 39. Luxembourg L-2010 - ---------------------------------------------------------------------------------------------------------------------------- Dr. Jay O. Light Security Capital U.S. Realty Director Harvard University Professor Security Capital Holdings S.A. Director Graduate School of Business Administration Morgan 490 Soldiers Field School Boston, MA 02163 United States of America - ---------------------------------------------------------------------------------------------------------------------------- James Mauck Security Capital U.S. Realty Director RR Donnelly Europe Ltd President Secuirty Capital Holdings S.A. Director Triport I, 3rd Floor Evert van de Beekstraat 30 1118 CL Schipol Airport The Netherlands - ---------------------------------------------------------------------------------------------------------------------------- Francois Moes Security Capital U.S. Realty Director Banque Internationale a Executive Board Security Capital Holdings S.A. Director Luxembourg 69, route d'Esch L-2953 Luxembourg - ---------------------------------------------------------------------------------------------------------------------------- William D. Sanders Security Capital U.S. Realty Director Security Capital Group Chairman of Incorporated Security Capital 125 Lincoln Avenue Group and Security Santa Fe NM 87501 Capital U.S. Realty United States of America - ----------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------- PRINCIPAL NAME COMPANY POSITION BUSINESS ADDRESS OCCUPATION - ---------------------------------------------------------------------------------------------------------------------------- Susan V.P. Liow Security Capital U.S. Realty Vice President Security Capital (UK) Security Capital Holdings S.A. Vice President Management Ltd 7 Clifford Street London W1X 2US United Kingdom - ---------------------------------------------------------------------------------------------------------------------------- Mark P. Duke Security Capital U.S. Realty Vice President Security Capital European Security Capital Holdings S.A. Vice President Services S.A. 25b Boulevard Royal L-2449 Luxembourg - ---------------------------------------------------------------------------------------------------------------------------- Laura L. Hamilton Security Capital U.S. Realty Vice President Security Capital (UK) Security Capital Holdings S.A. Vice President Management Ltd 7 Clifford Street London W1X 2US United Kingdom - ----------------------------------------------------------------------------------------------------------------------------
EX-99 3 0003.txt EXHIBIT 14.2 - LETTER AGREEMENT Exhibit 14.2 [Security Capital Group Incorporated Letterhead] July 28, 2000 Mr. Thomas A. Carr President and Chief Executive Officer CarrAmerica Realty Corporation 1850 K Street, N.W. Washington, D.C. 20006 Dear Tom: Reference is made to the Stockholders Agreement, dated as of April 30, 1996, by and among Carr Realty Corporation (now known as CarrAmerica Realty Corporation), Carr Realty, L.P., Security Capital Holdings S.A. and Security Capital U.S. Realty (as amended through the date hereof, the "Stockholders Agreement"). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Stockholders Agreement. This letter is to confirm our mutual understanding and agreement as follows: 1. In the event Security Capital Group Incorporated ("Group") or any Affiliate of Group (collectively, "SCZ", but excluding USREALTY and Buyer and any person already included within the definition of Investor in the Stockholders Agreement) should directly or indirectly purchase or otherwise acquire all or a portion of or any interest in the Company Common Stock now owned by Buyer (an "Acquisition"), then (i) such Acquisition will not constitute a Transfer prohibited or restricted by the Stockholders Agreement (including, without limitation, by Section 5.2(a)(ii) or 5.2(a)(vii) of the Stockholders Agreement), but shall instead be permitted as if SCZ were (and SCZ shall, from and after such Acquisition, for all purposes of the Stockholders Agreement be considered to be) an "Investor" under the provisions of the Stockholders Agreement; (ii) SCZ will from and after such Acquisition be bound by the terms and conditions of the Stockholders Agreement (and under all other agreements between the Company or any of its Affiliates, on the one hand, and Buyer or USREALTY, on the other hand) to the same extent as Investor is bound hereunder (and SCZ does hereby agree to be so bound), will be entitled to the same benefits and rights thereunder (and under all other agreements Mr. Thomas A. Carr July 28, 2000 Page 2 between the Company or any of its Affiliates, on the one hand, and Buyer or USREALTY, on the other hand), and will for all purposes be an "Investor" thereunder; (iii) the provisions of Sections 6.1(a)(E), 6.1(c) and 6.2 of the Stockholders Agreement will no longer be applicable from and after such Acquisition; (iv) the Company has granted SCZ an Exempted Holder exception to the Ownership Limit with respect to the Acquisition on terms and conditions in all material respects the same as if SCZ were USREALTY, and accordingly the beneficiary as such of the Special Shareholder Limit, and accordingly, from and after an Acquisition, the Special Shareholder Limit and such Exempted Holder exception to the Ownership Limit will be treated and applied together as if they were a single limitation, provided that such Exempted Holder exception to the Ownership Limit shall become applicable only upon agreement by USREALTY and Buyer to the application of such Exempted Holder exception and the Special Shareholder Limit as a single limitation; (v) following such Acquisition, SCZ will permit the Company to submit to the shareholders of the Company for their consideration a proposal to (A) eliminate Sections 5.1(m), 5.1(hh) and 5.2(vi) of the Amended and Restated Articles of Incorporation of the Company, as amended as of the date hereof (the "Articles"), (B) modify the definition of "Stockholders Agreement" in Section 5.1(bb) to make clear that the Stockholders Agreement referred to therein includes the amendments contemplated by this letter, and (C) modify accordingly the legend contained in Section 5.11 of the Articles, and SCZ will vote or cause to be voted all shares of Company Common Stock Beneficially Owned by it in favor of such proposal; and (vi) following such Acquisition, Section 5.1(a) and Section 5.1(b) of the Stockholders Agreement shall be modified to replace all occurrences of the words "the fifth anniversary of the date hereof" therein with the words "April 30, 2003". 2. From and after an Acquisition, any prior breaches of Section 6.1(a)(E), 6.1(c) or 6.2 of the Stockholders Agreement (and of Section 6.4 to the extent the same shall have arisen on or prior to the date hereof, or shall have been approved in the manner described below by the Investor Nominees) shall be waived and of no further relevance and the Company shall have no further liability in connection therewith. In addition, from and after an Acquisition, any transaction that would otherwise constitute a breach of Mr. Thomas A. Carr July 28, 2000 Page 3 Section 6.4 of the Stockholders Agreement, but that shall have been approved by the Board or by either any committee thereof or any management committee in which board committee or management committee at least one Investor Nominee is a member (with at least one Investor Nominee voting in favor of such transaction), shall not constitute such a breach and the Company shall have no liability in connection therewith. 3. Each of the parties to this letter agree that, from time to time, each of them will take such actions as may be necessary or reasonably requested by another party to carry out the purposes and intents hereof. This letter may be amended, modified, superseded, cancelled, renewed or extended only by a written instrument signed by the party to be charged therewith. If the foregoing correctly reflects our understanding, please sign below to so indicate your understanding regarding this matter. Sincerely, SECURITY CAPITAL GROUP INCORPORATED /s/ C. Ronald Blankenship C. Ronald Blankenship Vice Chairman Acknowledged: CARRAMERICA REALTY CORPORATION By: /s/ Thomas A Carr Name: Title: CARR REALTY, L.P. By: /s/ Thomas A. Carr Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----