-----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, CCStH8wV9GK86yW/A7wIYBh8BpsxsEWhf0dVAzu9cRN4i6X/OBab4DkBReUQWcKW gzIJ1M5Z/xZ6yFnriCN89Q== 0001013483-96-000001.txt : 19960506 0001013483-96-000001.hdr.sgml : 19960506 ACCESSION NUMBER: 0001013483-96-000001 CONFORMED SUBMISSION TYPE: PREN14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19960503 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARR REALTY CORP CENTRAL INDEX KEY: 0000893577 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 521796339 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11706 FILM NUMBER: 96555906 BUSINESS ADDRESS: STREET 1: 1700 PENNSYLVANIA AVE N W CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2026247500 MAIL ADDRESS: STREET 1: 1700 PENNSYLVANIA AVENUE STREET 2: SUITE 700 CITY: WASHINGTON STATE: DC ZIP: 20006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PASTREICH EMANUEL CENTRAL INDEX KEY: 0001013483 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: PREN14A BUSINESS ADDRESS: STREET 1: C/O DAVIS COWELL & BOWE STREET 2: 100 VAN NESS AVENUE, SUITE 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94102 BUSINESS PHONE: 4156261880 MAIL ADDRESS: STREET 1: C/O DAVIS COWELL & BOWE STREET 2: 100 VAN NESS AVENUE, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94102 PREN14A 1 SCHEDULE 14A SCHEDULE 14 INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [ X ] Check the appropriate box: [ X ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Name of Registrant as Specified in Its Charter: Carr Realty Corp. Name of Person(s) Filing Proxy Statement: Emanuel Pastreich Payment of Filing Fee (check the appropriate box) [X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j) (2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ____________________________________________________________ 2) Aggregate number of securities to which transaction applies: _____________________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (1) _____________________________________________________________ 4) Proposed maximum aggregate value of transaction: _____________________________________________________________ (1) Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount previously paid: ____________________________ 2) Form, Schedule or Registration Statement No: ______________________________ 3) Filing Party: _________________________ Date Filed: _______________________________ PRELIMINARY PROXY STATEMENT To be sent to shareholders May 14, 1996 Emanuel Pastreich 1631 S Street, NW #804 Washington, DC 20009 INDEPENDENT SHAREHOLDER SOLICITATION FOR SHAREHOLDER PROPOSAL TO SEPARATE THE POSITIONS OF CHAIRMAN AND CEO AT CARR REALTY CORPORATION Annual Stockholders Meeting June 12, 1996 Willard Hotel Washington, DC Dear Fellow Carr Realty Shareholder: I urge you to vote for my shareholder proposal regarding the separation of the positions of Chairman and CEO of the Company. I believe this proposal will help ensure the Board is more objective in its evaluation of management performance. Management declined to place this proposal in the proxy card it already sent you. Therefore, to vote for this proposal now you need to execute the enclosed proxy card or attend the meeting. I also urge you to vote FOR the shareholder proposal (appearing on the company card) to declassify the board of directors--that is, have all directors elected annually. 1. SHAREHOLDER PROPOSAL TO SEPARATE THE POSITIONS OF CEO AND CHAIRMAN At the shareholders meeting I will make the following proposal: RESOLVED, that shareholders recommend the Board separate the positions of CEO and Chairman. In a company where the key executive positions are held by the sons of the Chairman and Chief Executive Officer, the independence of the Chairman to act in the interest of shareholders as opposed to management could be questioned to a greater degree. The CEO is a management employee, accountable to the Board. While the CEO can play a role as a Board member and through presentations to the Board, I feel he oversteps his bounds by having the power of chairman of the board. The large majority of companies in the United Kingdom have successfully operated under a system where the Chairperson and CEO are separate positions. In my view, an independent Chairperson would be more likely to serve the interests of shareholders as opposed to incumbent management. It is the Board's responsibility to set the overall direction of the company. It is the CEO's job to execute the day-to-day operations that follow from the direction the Board has given. 2. SHAREHOLDER PROPOSAL RECOMMENDING DECLASSIFICATION OF THE BOARD OF DIRECTORS The Service Employees International Union has made a proposal recommending that all directors stand for reelection each year. Under the current staggered board scheme, usually only one-third of the directors are up for election each year. Even if a takeover was supported by all shareholders, it would take them at least three years to replace the entire board. I feel the current system makes directors less accountable to shareholders since they only need to be elected once every three years as opposed to annually. Similar resolutions have met with strong shareholder support at a number of companies. Several companies have moved or are moving to eliminate their classified board, such as General Instruments and Union Pacific. The text of this proposal is found in the proxy statement you received from the company, incorporated herein by reference. You may vote on this proposal using the card supplied by management. VOTING PROCEDURE AND VOTING RIGHTS I will keep the content of all cards I receive confidential (except I will turn in the cards to be counted at the meeting). You can vote in person at the shareholders meeting or by proxy. Because the Company's proxy card does not include my resolution to separate the Chairman and CEO, if you wish to vote for it you need to return the enclosed card, attend the meeting, or use a revised card from management (if it chooses to revise its proxy). The Company's card purports to give the Board of Directors the right to vote in their discretion on any other matter that may properly come before the annual meeting, which includes this proposal. If you return this card to management, it may attempt to vote your shares against my proposal. If you have already voted on management's card, you can change your vote. A proxy may be revoked any time before it is counted at the meeting by (1) executing a new proxy card; (2) voting at the meeting, or (3) providing the Company's secretary or the proxy holder written notice of revocation. To obtain another card from management, contact Carr Realty Corporation, 1700 Pennsylvania Avenue, NW, Washington, DC 20006. Tel. (202) 624-7500, Fax (202) 638-0102. My proxy card does not grant any discretionary voting authority: I will vote as instructed. If matters come before the meeting not listed therein, I will not vote your shares thereon. Only shareholders of record as of ______ will be entitled to vote. A vote of a majority of shares represented at the meeting is required to pass each proposal. These proposals are framed as recommendations, and shareholder approval would not bind the Board of Directors. However, I believe that as a practical matter, the Board would not ignore recommendations approved by most shareholders. I will keep confidential any information on survey responses which identify you and will use this information solely to confirm the survey's validity and to communicate concerning shareholder voting issues. SOLICITATION I intend to solicit proxies by mail, phone, fax and personal interview. The cost of this solicitation is being borne by the Service Employees International Union (SEIU) which owns 61 shares of common stock in Carr Realty Corporation. SEIU expects to spend $1,000 on this solicitation. SEIU is a non-profit organization representing janitors, health care workers, public sector employees, and other working people. SEIU is my employer. I own four (4) shares of Carr common stock. SEIU is not attempting to organize Carr employees. SEIU is involved in an effort to organize cleaning contractors that clean buildings owned and managed by a number of Washington, DC companies, including Carr. Regardless of the outcome of SEIU's organizing efforts, I will present this proposal at the Carr shareholders meeting and all the proxies I have gathered. PROPOSALS FOR FUTURE MEETINGS SEC Rule 14a-8 gives shareholders who have owned more than $1,000 worth of the company's stock for more than one year the right to have the company's proxy statement include a shareholder proposal and supporting statement. The deadline for submitting such proposals for inclusion in the Company's proxy statement next year is in the Company's current proxy statement. Feel free to contact me if you would like more information about shareholder proposals. ELECTION OF DIRECTORS/OTHER ISSUES FOR SHAREHOLDER VOTE/EXECUTIVE COMPENSATION/SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS Information on these subjects is contained in management's proxy statement, incorporated herein by reference. I make no voting recommendation on these matters. PLEASE VOTE FOR THE SEPARATION OF THE POSITIONS OF CEO AND CHAIRMAN, AND FOR HAVING ALL DIRECTORS STAND FOR ELECTION ANNUALLY Sincerely, Emanuel Pastreich Shareholder Please return the enclosed card to: Emanuel Pastreich c/o SEIU, 1313 L Street, NW, Washington, DC 20005, (202) 898-3457. PROXY SOLICITED BY EMANUEL PASTREICH/SEIU FOR ANNUAL MEETING OF SHAREHOLDERS OF CARR REALTY June, 1996 The undersigned shareholder hereby appoints Emanuel Pastreich proxy with full power of substitution, all shares held by the undersigned at the annual meeting of Carr Realty Corp., and at any adjournments thereof, as the undersigned directs below. (1) PROPOSAL TO SEPARATE PORTIONS OF CHAIRMAN AND CEO FOR [ ] AGAINST [ ] ABSTAIN [ ] (2) PROPOSAL FOR BOARD DECLASSIFICATION (ANNUAL ELECTION OF ALL DIRECTORS) FOR [ ] AGAINST [ ] ABSTAIN [ ] (3) ELECTION OF DIRECTORS: Nominees: _________________________________ FOR ALL: [ ] WITHHOLD FROM ALL: [ ] FOR ALL EXCEPT:_____________________________(list) PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE SELF-ADDRESSED ENVELOPE. IF YOU ARE NOT THE RECORD OWNER OF THIS STOCK, PLEASE LIST THE NAME AND ADDRESS OF THE RECORD OWNER. PERSONS SIGNING IN REPRESENTATIVE CAPACITY SHOULD INDICATE AS SUCH. IF SHARES ARE HELD JOINTLY, BOTH OWNERS SHOULD SIGN. ___________________ _____________________ ACCOUNT NO. # OF SHARES SIGNATURE ______________________ DATE ___________ SIGNATURE ______________________ DATE ____________ SEIU SURVEY OF CARR REALTY SHAREHOLDERS THIS IS A VOLUNTARY SURVEY, NOT A PROXY CARD 1. Do you support the idea of having someone who is not the CEO serving as Chairman of the Board? Yes ____ No ___ Undecided ____ 2. Do you support the idea of having all directors stand for election annually? Yes ____ No ___ Undecided ____ If you support this proposal, you need to vote by proxy or at the meeting. 3. What is your favorite thing about the Company? ______________________________________________ 4. What is the worst thing about the Company? ______________________________________________ 5. List anything you would like management to change: ______________________________________________ THE FOLLOWING INFORMATION WILL BE KEPT CONFIDENTIAL: Name __________________________ Title, if any __________ Address ____________________________________________________ Phone (optional) _______________ # Shares owned __________ Return to Emanuel Pastreich, 1313 L. Street, N.W.., Washington, D.C. 20005 -----END PRIVACY-ENHANCED MESSAGE-----