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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): September 25, 1998
CARRAMERICA REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 1-11706 52-1796339
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
CARRAMERICA REALTY, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 000-22741 52-1976308
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
1850 K Street, N.W., Suite 500
Washington, D.C. 20006
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(Address of principal executive offices (Zip Code)
of both registrants)
Registrants' telephone number, including area code:
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(202) 729-7500
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CARRAMERICA REALTY CORPORATION
Item 5. Other Events
On September 25, 1998, CarrAmerica Realty Corporation entered into an
Underwriting Agreement with Goldman, Sachs & Co. and Legg Mason Wood Walker,
Incorporated (the "Underwriters") in connection with a proposed public offering
of $150,000,000 of its 6.625% Notes due October 1, 2000, which are guaranteed as
to payment of principal, premium, if any, and interest by CarrAmerica Realty,
L.P. On the same date, CarrAmerica Realty Corporation, CarrAmerica Realty, L.P.
and the Underwriters entered into a Terms Agreement with respect to the
offering. The closing of the offering is expected to occur on October 2, 1998.
Copies of the Underwriting Agreement and Terms Agreement are filed as exhibits
to this report.
Item 7. Exhibits
The exhibits to this Current Report relate to the Registration
Statement on Form S-3 (No. 333-53751) of CarrAmerica Realty Corporation and
CarrAmerica Realty, L.P. and are filed herewith for incorporation by reference
in such Registration Statement. The exhibits are listed in the Exhibit Index,
which appears immediately after the signature pages and is incorporated in this
Item 7 by reference.
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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: October 2, 1998 By: /s/ Brian K. Fields
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Brian K. Fields
Chief Financial Officer
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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: October 2, 1998 By: CARRAMERICA REALTY GP HOLDINGS, INC.
General Partner
By: /s/ Brian K. Fields
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Brian K. Fields
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Document
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1.1 Underwriting Agreement, dated as of September 25, 1998, by
and among CarrAmerica Realty Corporation, Goldman Sachs & Co.
and Legg Mason Wood Walker, Incorporated, and Terms
Agreement, dated as of September 25, 1998, by and among
CarrAmerica Realty Corporation, CarrAmerica Realty, L.P.,
Goldman Sachs & Co. and Legg Mason Wood Walker, Incorporated
4.1 Indenture, dated as of October 1, 1998, by and among
CarrAmerica Realty Corporation, CarrAmerica Realty, L.P., as
Guarantor, and Bankers Trust Company, as Trustee
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