<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.---)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to section 240.14a-11(c) or
section 240.14a-12
...................................................................
(Name of Registrant as Specified In Its Charter)
Anita M. Davis
....................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $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
....................................................................
Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE> 2
CARC, INC.
500 DOWNS LOOP
Clemson, SC 29631
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
TO THE SHAREHOLDERS OF CARC, INC.:
You are cordially invited to attend the 1998 Annual Meeting of the
Shareholders of CARC, Inc. (the "Company") to be held at 2:00 p.m.
June 10, 1998, at the CARC, Inc. Activity Center, 150 Downs Blvd.,
Clemson, South Carolina, for the following purposes, all as more
fully described in the accompanying Proxy Statement:
(1) To elect nine (9) members to the board of directors;
(2) To consider and vote upon a proposal to ratify the appointment
of Crisp-Hughes as independent accountants for the fiscal year ending
March 31, 1999; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The board of directors has fixed the close of business on May 8,
1998 as the record date for the determination of shareholders
entitled to vote at the meeting. Accordingly, only shareholders who
are holders of record at the close of business on that date will be
entitled to notice of and to vote at the meeting.
Please complete, sign, date and return the enclosed proxy card
promptly. Your cooperation is appreciated since a majority of the
outstanding shares of common stock of the Company must be
represented, either in person or by proxy, to constitute a quorum for
the conduct of business.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/Eleanor Burley
Eleanor Burley
Corporate Secretary
Clemson, South Carolina
May 8, 1998
<PAGE> 3
CARC, INC.
500 Downs Loop
Clemson, South Carolina 29631
May 8, 1998
PROXY STATEMENT
The accompanying proxy is solicited by and on behalf of the board
of directors of CARC, Inc. (the "Company") for use at the 1998 Annual
Meeting of Shareholders to be held at 2:00 p.m. on June 10, 1998 at
the CARC, Inc. Activity Center, 150 Downs Blvd., Clemson, South
Carolina, and at any adjournment thereof. The entire cost of such
solicitation will be borne by the Company. In addition to
solicitation by mail, personal solicitations may be conducted by
directors, officers and employees of the Company. This Proxy
Statement and accompanying proxy card will be mailed to shareholders
on or about May 8, 1998.
The shares represented by the accompanying proxy and entitled to
vote will be voted if the proxy card is properly signed and received
by the Company prior to the meeting. Where a choice is specified on
any proxy card as to the vote on any matter to come before the
meeting, the proxy will be voted in accordance with such
specification. Where no choice is specified, the proxy will be voted
for the election of the persons nominated to serve as the directors
of the Company named in this Proxy Statement, and the proposal to
ratify the appointment of Crisp-Hughes as independent accountants for
the fiscal year ended March 31, 1999 and in such manner as the
persons named on the enclosed proxy card in their discretion
determine upon such other business as may properly come before the
meeting or any adjournment thereof. Any shareholder giving the
accompanying proxy has the right to revoke it by a later dated proxy,
or by attending the meeting and voting in person.
VOTING SECURITIES OF THE COMPANY
The Company is authorized to issue 600,000 shares of common stock,
par value $1.00 per share ("Common Stock"). Holders of record of the
Common Stock at the close of business on May 8, 1998 are entitled to
vote at the Annual Meeting and are entitled to ONE vote for each
share held. At the close of business on May 8, 1998, there were
536,000 shares of Common Stock issued and outstanding.
The laws of South Carolina, under which the Company is
incorporated, provide that, in connection with the election of
directors, the persons receiving a plurality of the votes cast will
be elected as directors. Further, with respect to such election,
shareholders will have cumulative voting rights if a shareholder
either (i) gives written notice his or her intention to exercise such
rights to any officer of the Company not less than 48 hours before
the time fixed for the meeting, which notice must be announced in the
meeting before voting commences, or (ii) announces his or her
intention to exercise such rights in the meeting before the voting
for directors commences. The right to cumulate votes means that
shareholders are entitled to multiply the number of votes they are
entitled to cast by the number of directors to be elected and to cast
the product for a single candidate or distribute the product among
two or more candidates. The proxy agents named on the accompanying
proxy card also will have the right in their discretion to cumulate
votes represented by proxies they hold, provided that such agents in
no event will cast a vote for a nominee with respect to whom
authority to vote has been withheld. The affirmative vote of a
majority of the shares of Common Stock represented and entitled to
<PAGE> 4
vote at the Annual Meeting will be required to ratify the appointment
of independent accountants.
Abstentions will be counted in determining the existence of a
quorum for the Annual Meeting, but abstentions and non-votes
(including broker non-votes), if any, will not be counted as votes in
favor of or against the proposals described above.
SECURITIES OWNERSHIP OF MANAGEMENT
The following table sets forth, as of May 8, 1998, the number of
shares of Common Stock owned by each director of the Company, each
nominee for director for the Company, each executive officer named
under the caption "Management Compensation--Summary Compensation
Table," below, and all directors and executive officers as a group.
The Company is not aware of any shareholder of the Company who
beneficially owns more than 5% of the outstanding shares of the
Company's Common Stock.
<TABLE>
Amount and Nature of Beneficial Ownership
<CAPTION>
Sole Voting Shared Voting Percent
Name of and and of
Beneficial Owner Investment Investment Class
Power Power (1) (2)
- ----------------------------------------------------------------------
<S> <C> <C> <C>
Eleanor Burley -- 1,000 *
John Clark -- 1,000 *
George Clements -- 1,000 *
Anita M. Davis -- -- --
Robert L. Downing 1,000 -- *
James C. Fanning, Jr. -- 1,000 *
Anna Frost Forbis -- 1,000 *
Thomas C. Lynch, Jr. -- 1,000 *
Edward Macholl -- 1,000 *
Betty Martin -- 1,000 *
William Monroe 1,000 -- *
Broy Moyer -- 1,000 *
Wencel Neumann, Jr. 1,000 -- *
Elizabeth Seefeld -- 1,000 *
Robert Watson -- 1,000 *
Julia Wise -- 1,000 *
All directors and
executive officers
as a group 3,000 12,000 2.1%
(15 persons)
* Indicates less than 1%
(1) Represents shares held in joint tenancy with spouse.
</TABLE>
<PAGE> 5
SHARED VOTING AND INVESTMENT POWER IS DETERMINED BY OWNERSHIP OF
THE TOTAL NUMBER OF SHARES.
(2) COMBINED VOTING AND INVESTMENT POWER.
All of the outstanding shares of Common Stock are subject to a
stockholders agreement (the "Stockholders Agreement") which prohibits
any transfer of shares of Common Stock (except to a family member)
unless the owner of such shares first offers to the Company or a
designee of the Company the opportunity to acquire such shares at a
per share price equal to the book value of a share of Common Stock as
of the end of the immediately preceding fiscal year or $5.00 per
share, whichever is greater. Shareholders holding 1,000 or more
shares are given priority in admission to the health care facility
and to apartment rentals. The Stockholders Agreement will terminate
upon the bankruptcy, receivership or dissolution of the Company or
upon the written agreement of the holders of 80% of the outstanding
shares of Common Stock. The Stockholders Agreement may also be
amended by unanimous recommendation of the board of directors and an
affirmative vote of 80% or more of the holders of the Common Stock.
Proposal (1)
ELECTION OF DIRECTORS
The Nominating Committee of the board of directors has nominated
the nine persons named below to serve on the board of directors until
the 1999 Annual Meeting of Shareholders or until their successors
have been duly elected and qualified. Each nominee for director has
indicated that he or she is willing and able to serve as a director
if elected. However, if any nominee should become unable to serve or
for good cause will not serve, the persons named on the enclosed
proxy card will vote for such other nominees and substitute nominees
as designated by the Nominating Committee.
The age and a brief biographical description of each of the nine
nominees for director are set forth below.
ROBERT L. DOWNING (67) Mr. Downing was born in 1931 and raised on a
diversified farm near Wichita Falls, Texas. He received a BS degree
from Texas A&M in 1952 and an MS from Oklahoma A&M in 1957. Downing
is basically a naturalist although he has had experience in real
estate development including designing, sales management and related
activities. During his career, he has been engaged in Wildlife
research for the USDI and for the Game and Fish Commission in both
Georgia and Texas. Interested in flora, fauna and people, Downing
has many professional affiliations including Conservation
International, Union of Concerned Scientists, Natural Resources
Defense Council, Nature Conservancy, Zero Population Growth and
several additional active organizations. Downing is on the Board of
Directors, Pendleton Historic Foundation where he is editor of the
Newsletter.
<PAGE> 6
JIM FANNING (JAMES C., JR.) (66) Mr. Fanning a native of Atlanta,
GA. graduated from the Citadel (BS) and Georgia Tech (Ph.D.). After
a year in post doctoral study at Tulane University he joined the
Chemistry Department faculty of Clemson University and taught there
for thirty-one years, retiring in 1992 as a Professor. Since
retirement he has maintained a research effort studying chemical
problems associated with nuclear waste. His work, now located in the
Rust Building at the University Research Park, has been assisted by a
number of undergraduate students. During his tenure as a faculty
member he served on the Faculty Senate, as Assistant Department Head
and as Acting Department Head. He taught one year at the University
of Illinois and worked for several summers at the National Cancer
Institute. Jim was active in the American Chemical Society, Sigma XI
and the American Association of University Professors. He is now a
volunteer at the South Carolina Botanical Garden.
ANNA FROST FORBIS, (73) Mrs. Forbis was born in Parkersburg, West VA
in 1924. She graduated from the University of Iowa School of Nursing
in 1948 and completed post-graduate work at Chicago "Lying in
Hospital." She worked as an RN at Chicago Maternity Center teaching
medical students. In 1949, Mrs. Forbis married and subsequently
moved to Milwaukee, then to Madison, Wisconsin where she worked as a
visiting nurse. In 1952 the Forbis's moved to Grand Rapids, Michigan
where she volunteered at the Urban League, producing their
Newsletter. In 1954 Mrs. Forbis and her husband moved to Cincinnati,
Ohio. During their 30 years of residency there she served on the
following boards: Parent Teacher Associations, Girl Scouts of
Greater Cincinnati, Jr. League, Children's Theater, and Volunteer
Board of Cincinnati.
After retiring to Hilton Head Island, Mrs. Forbis participated as an
RN in the founding of the Volunteers in the Medicine Free Clinic for
the poor residents of the island - and worked as a nursing
supervisor. In 1996 Mrs. Forbis and her husband William moved to
Clemson, South Carolina. Currently, she is serving on the Clemson
Downs Volunteer Board and is a member of the Clemson Area Alzheimers
group.
<PAGE> 7
THOMAS C. LYNCH, JR. (59) Mr. Lynch born in Seneca and attended
schools there; Clemson University, Medical University of South
Carolina (Class President and Secretary-treasurer of the student
body); Auburn U. where he completed graduate work in Pharmacy and
Pharmaceutical Organic Chemistry.
Innumerable participations in civic affairs include: member of first
committee to form CARC, Inc.; member of the Foothills Foundation
Board when the Willow Oaks along Downs Blvd. were being planted;
President, Clemson Chamber of Commerce; Board of Directors of DHEC;
member of Clemson City Council; Board of Trustees, SC Baptist
Hospitals; Board of Directors of SC Mental Health; Board of
Directors, Clemson University Development Board; Chairman of the SC
Board of Pharmacy; Chairman of Clemson Downtown Revitalization
project; President of the Oconee Cancer Society; serves on the Board
of Directors of the Clemson University Finance Corporation which
controls the Madren Center, golf course and the hotel; presently
serving as Chairman of Clemson Bank & Trust; served on the executive
committee of the 100 million dollar capital campaign.
Honors received include Young Man of the Year in both Seneca and
Clemson; South Carolina Pharmacist of the Year; Who's Who, Clemson
University, Distinguished Service Award and additional honors.
FRED MARTIN (85) Mr. Martin graduated from Syracuse University with a
BS degree in Business Administration. He was employed for 37 years
in various capacities by the Home Insurance Company located in
Syracuse N.Y.; special agent, state agent, manager and field
representative. Mr. Martin and his wife Betty lived for 45 years in
Skaneateles, N.Y. on the outskirts of Syracuse. He served on the
board of directors, Skaneateles Library Association.
MRS. BROY MOYER, (77) Mrs. Moyer, grew up on a farm in Lexington
County near Columbia, SC. She graduated from Winthrop College with a
major in Languages (English and Spanish) and minors in Library
Science and Guidance. Mrs. Moyer taught languages and was involved
in Guidance in the Greenwood Schools for more than 20 years. She
then studied Marketing extensively at the University of South
Carolina, University of Tennessee and here at Clemson University.
During her marketing studies she also held a part time job in
industry. Mrs. Moyer then taught Marketing in Greenwood High School
for 20 years. Her students consistently won awards in various areas
of marketing at local, district, state and national levels.
<PAGE> 8
During Mrs. Moyer's career she served as President of the South
Carolina Distributive Education Association and President of the SC
Vocational Association. After retirement, she was President of the
Greenwood Pilot Club (similar to Kiwanis) and worked as Activity
Director for more than 300 residents at the Greenwood Methodist Home.
WENCEL A. NEUMANN, JR. (84) Mr. Neumann a graduate of the University
of Michigan, has a BS in Mechanical Engineering ('36) and an MS ('37)
in Business Administration. After graduation he joined Westinghouse
Electric, Pittsburgh, PA, and progressed through staff positions to
Administrative Assistant to the President. In 1946, Mr. Neumann left
Westinghouse for the DeLaval Steam Turbine Co., Trenton, New Jersey
where he served as Controller, Product Manager, VP of Sales and
Director. In 1954 he joined the DeLaval Separator Company as
Executive Vice-President and went on to serve as President and Chief
Executive Officer and Director for 17 years. He also served as Chief
Executive Officer of five subsidiary manufacturing companies in
Massachusetts, Pennsylvania and Wisconsin.
While in Poughkeepsie, Mr. Neumann was active in civic affairs with
Rotary, Chamber of Commerce, United Way and a Director of Marine
Midland Bank. He was also a trustee and Chairman of the Board of the
Saint Francis Hospital, Poughkeepsie, N.Y. Since residing in Clemson
Downs, Mr. Neumann has been very active with the Volunteers and is
currently serving his second year as Vice-President of the CARC, Inc.
Board of Directors.
ELIZABETH SEEFELD (81) a native of Ohio, received a B.A. degree from
Oberlin College in 1938; and graduated from Katherine Gibbs
Secretarial School, Boston, in 1939. After attending a term at
Pendle Hill, a Quaker school in Wallington, PA she worked for 2 years
with the American Friends Service Committee (Quakers) in Haverford,
PA in New York, Elizabeth was Administrative Assistant to the Head of
the Nightingale-Bamford School for 14 years and 15 years in the
Dean's Office, Washington Square College at NYU. She was an officer
of the NY Oberlin Women's Club for 29 years, secretary of the
official board of the Washington Square Methodist Church and a member
of the choir.
After retiring, Elizabeth moved to Middlefield, MA served as the
church organist, secretary and sometimes president of the church
committee. In 1987 Elizabeth and her husband, George moved to the
Downs where she has been a participant in the Women's Fellowship, a
member of the Welcoming Committee, a volunteer at Clemson University
and at the Morrison Elementary School. She is serving her second
year on the CARC, Inc. Board of Directors.
JULIA WISE (71) is a native of Great Britain, and the wife of Col.
David Wise, USAF, VC (Ret.). She served as a member of the Board of
the Officers' Wives" Club at RAF Kirknewton, Scotland, and as
coordinator of the Family Services volunteers at Bergstrom Air Force
Base. She served as a member of the Board of the Oconee County
Humane Society, SC, and worked as a volunteer for six years at this
Humane Society's shelter. Julia is the co-founder of the Keep Oconee
Beautiful Association (KOBA). She and her husband moved to Clemson
Downs in 1944 from Seneca, SC, where they had lived for 16 years.
<PAGE> 9
THE BOARD OF DIRECTORS
The business of the Company is managed under the direction of the
board of directors, as provided by South Carolina law and the
Company's Bylaws. The board of directors has established an
Audit/Finance Committee, a Nominating Committee and an Executive
Committee.
The Audit/Finance Committee recommends to the board of directors
the appointment of the Company's outside accountants, reviews the
scope and the results of the audits by the accounting and financial
reporting functions. This committee also assists the Company in the
formulation of an annual budget and with other financial matters.
The members of the Audit Committee, which met two times during the
fiscal year ended March 31, 1998 are Edward A. Macholl and William
Monroe.
The responsibilities of the Nominating Committee, which met three
times during the fiscal year ended March 31, 1998, include reviewing
from time to time the size and composition of the Company's board of
directors, recommending individuals for nomination as directors,
recommending candidates to fill vacancies on the board and reviewing
criteria for selecting directors. The members of the Nominating
Committee, all of whom are shareholders of the Company, are Mr.
George Nutt, Mr. Brooks Patterson, and Mr. Mendel Sherman. The
nominating committee has completed its slate. Additional nominations
may be made by any stockholder at the annual meeting.
The Executive Committee, which is presently comprised of the
officers of the Company, serves as an informal advisory body to the
board of directors concerning matters relating to the management and
operation of the Company. The members of the Executive Committee,
met two times during the fiscal year ended March 31, 1998, are Mr.
William Monroe, and Mr. Edward Macholl, Mr. Wencel Neumann, and
Eleanor Burley.
The board of directors met eight times during the fiscal year
ended March 31, 1998. During the period, each incumbent director
attended at least 75% of the aggregate of (i) the total number of
meetings of the board of directors and (ii) the total number of
meetings held by all committees on which the director served during
the last fiscal year.
Proposal (2)
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The firm of Crisp-Hughes, Greenville, South Carolina, has been
selected by the board of directors of the Company as independent
accountants for the fiscal year ending March 31, 1999, subject to
<PAGE> 10
ratification of that appointment by the vote of a majority of the
shares of Common Stock represented and entitled to vote at the Annual
Meeting. Crisp-Hughes has acted as independent accountants for the
Company since 1990. Representatives of Crisp-Hughes are expected to
be present at the Annual Meeting with the opportunity to make a
statement if they so desire and will also be available to respond to
appropriate questions.
The persons named on the accompanying proxy card intend to vote in
favor of the ratification of the appointment of Crisp-Hughes as
independent accountants for the fiscal year ending March 31, 1999,
unless a contrary choice is indicated on the enclosed proxy card.
The affirmative vote of a majority of the shares of Common Stock
represented and entitled to vote at
the Annual Meeting is necessary to ratify this appointment. The
board of directors unanimously recommends that each shareholder vote
FOR this proposal.
COMPENSATION OF DIRECTORS
There is no standard or other arrangement pursuant to which
directors of the Company are compensated for services as director.
EXECUTIVE COMPENSATION
Summary Compensation Table
Executive compensation is determined by the Board of Directors.
The following table sets forth information concerning the annual
compensation earned by Anita M. Davis, Administrator of the Company,
for services rendered to the Company in all capacities for the fiscal
years ended March 31, 1998, March 31, 1997, and March 31, 1996. No
officer of the Company earned annual compensation of more than
$100,000 during the three most recent fiscal years.
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation Long Term
Compensation
Name and Other Annual| LTIP
Principal Position Year Salary Bonus(s) Compensation|Payout(s)
<S> <C> <C> <C> <C> <C>
1997 $57,256 1,000 -0- | -0-
Anita M. Davis 1996 $49,400 -0- -0- | -0-
Administrator 1995 $48,000 -0- 1,440 | -0-
</TABLE>
<PAGE> 11
Pursuant to all compensation covered, annual compensation includes a
salary and 401-K contributions.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
The Company believes that its officers and directors complied with
all filing requirements under Section 16 (a) of the Securities
Exchange Act of 1934 during the fiscal year ended March 31, 1998.
PROPOSALS OF SHAREHOLDERS
Under certain conditions, shareholders may request the Company to
include a proposal for action at a forthcoming meeting of the
shareholders of the Company in the proxy material of the Company for
such a meeting. All proposals of shareholders intended to be
presented at the 1998 Annual Meeting of Shareholders must be received
by the Company at its principal executive offices a reasonable time
prior to the date on which the Company distributes its proxy
statement in connection with such meeting. The Company presently
intends to distribute its 1999 proxy statement to shareholders at or
around May 5, 1999, and shareholders are urged to submit to the
Company any proposals intended to be presented at the 1999 Annual
Meeting by February 1, 1999.
OTHER MATTERS
The management of the Company knows of no other business which
will be presented for consideration at the meeting. However, if
other matters are properly presented at the meeting, it is the
intention of the proxy holders named in the accompanying proxy card
to vote such proxies in accordance with their best judgment.
By order of the board of directors.
/s/Eleanor Burley
Eleanor Burley
Corporate Secretary
May 8, 1998
<PAGE> 12
PROXY CARD
CARC, INC.
500 DOWNS LOOP
CLEMSON, SOUTH CAROLINA 29631
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Eleanor Burley, and William Monroe
as agents, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated below,
all the shares of common stock, par value $1.00 per share, of CARC,
Inc. held of record by the undersigned on May 8, 1998 at the Annual
Meeting of the Shareholders to be held June 10, 1998 at 2:00 p.m. at
Clemson Downs Activity Center, 150 Downs Blvd., Clemson, South
Carolina and at any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all
below) nominees listed
below
Robert L. Downing; James C. Fanning; Anna Frost Forbis; Thomas C.
Lynch, Jr.; Fred Martin; Broy Moyer; Wencel Neumann, Jr.; Elizabeth
Seefeld; Julia Wise.
(Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
Name (s):
- -------------------------------------------------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT OF CRISP-HUGHES, INDEPENDENT
ACCOUNTANTS, FOR THE YEAR ENDING MARCH 31, 1999:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. IN THEIR DISCRETION, THE PROXY AGENTS ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
This Proxy, when properly dated and executed, will be voted in the
manner directed herein by the undersigned shareholder. If no
direction is made, this Proxy will be voted for all the nominees for
director names above and for Proposal 2.
Please sign exactly as name appears below. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by the
president or other authorized officer. If a partnership, please sign
in partnership name by an authorized person.
---------------------------
Signature
Date:------------------,1998 ---------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
