<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
FIRST CAROLINA INVESTORS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] 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:
(4) Date Filed:
<PAGE> 2
FIRST CAROLINA INVESTORS, INC.
EXECUTIVE OFFICES
1130 E. THIRD ST., SUITE 410
CHARLOTTE, NC 28204
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
TO THE SHAREHOLDERS:
Notice is hereby given pursuant to call of its Directors that the Annual
Meeting of Shareholders of First Carolina Investors, Inc. will be held at the
Days Inn Hotel (Airport), 4345 Genesee Street in the City of Buffalo, State of
New York, May 26, 1999 at 1:00 P.M., for the following purposes:
1. To elect Directors of First Carolina Investors, Inc. (the "Company") for
the coming year.
2. To consider and act upon any other matters which may properly come
before the meeting.
All shareholders are invited to attend the meeting. Only shareholders of
record at the close of business on April 15, 1999 will be entitled to vote at
the meeting. It is important that your shares be represented at this meeting in
order that the presence of a quorum may be assured.
ENCLOSED IS A FORM OF PROXY WHICH, IF YOU DO NOT EXPECT TO ATTEND IN
PERSON, YOU ARE URGED TO SIGN AND FORWARD TO THE SECRETARY OF THE COMPANY IN THE
ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Directors
Cynthia J. Raby
Assistant Secretary
April 16, 1999
<PAGE> 3
FIRST CAROLINA INVESTORS, INC.
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 26, 1999
April 16, 1999
This statement is furnished in connection with the solicitation by the
Board of Directors of First Carolina Investors, Inc. of proxies to be used at
the Annual Meeting of Shareholders of First Carolina Investors, Inc. to be held
on May 26, 1999 at 1:00 P.M., and any adjournment thereof. The Meeting will be
held at the Days Inn Hotel (Airport), 4345 Genesee Street in the City of
Buffalo, State of New York.
PURPOSE OF THE MEETING
The Annual Meeting is held for the following purposes:
1. To elect Directors of First Carolina Investors, Inc. (the "Company") for
the coming year.
2. To consider and act upon any other matters which may properly come
before the meeting.
The Directors do not know of any other matters which will be presented at
the Meeting.
THIS SOLICITATION IS MADE ON BEHALF OF THE DIRECTORS OF FIRST CAROLINA
INVESTORS, INC.
VOTING
The only voting securities of the Company are shares of common stock having
no par value of which 3,500,000 were authorized. The total number of shares
issued as of April 15, 1999 was 978,862 of which the company holds 5,300 shares
as treasury stock, leaving 973,562 shares outstanding and entitled to vote at
the meeting. Shareholders of record on April 15, 1999 will be entitled to vote
on the matters described herein.
<PAGE> 4
PRINCIPAL SHAREHOLDERS
The following table shows the stock ownership as of December 31, 1998 of
the shareholders who are known to the Company to be beneficial owners of more
than 5 percent of the Company's common stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OWNERSHIP
- ---------------- -------------------- ----------
<S> <C> <C>
Brent D. Baird.............................................. 558,232(1) 57.3%
Bruce C. Baird and 19 others
1350 One M&T Plaza
Buffalo, NY 14203
H. Thomas Webb, III......................................... 56,000(2) 5.8%
P O Box 33607
Charlotte, NC 28233
</TABLE>
- ---------------
(1) Mr. Brent D. Baird and Mr. Bruce C. Baird disclaim beneficial ownership or
interest in all but 452,160 and 535,504 respectively, of such shares. These
shares are held in family trusts or custodianships and by their wives,
relatives, entities owned and controlled by the Baird family and business
associates.
(2) Includes 30,000 shares representing vested stock options. See Incentive
Stock Grant and Option Plan.
PROPOSAL FOR CONSIDERATION OF THE
SHAREHOLDERS BY THE COMPANY
ELECTION OF DIRECTORS
NOMINEES
Six Directors of First Carolina Investors, Inc. are to be elected to hold
office until the next annual election and until their successors have been duly
elected and qualified. Certain information with respect to the nominees for
election as Directors is set forth below. Should any one or more of the persons
named be unable or unwilling to serve (which is not expected) the proxies will
be voted for such other person or persons as the Directors may recommend.
<TABLE>
<CAPTION>
SHARES OWNED
NAME, AGE, AND DIRECTOR AS OF
PRINCIPAL OCCUPATION SINCE 12/31/98
- -------------------- -------- ------------
<S> <C> <C>
BRENT D. BAIRD*, 60, Chairman and Director.................. 2/15/78 558,232(1)
From 1970 through January 1984, Mr. Baird was a partner and
from February 1, 1984 until January 1, 1992 was a limited
partner of Trubee, Collins & Co., Buffalo, NY, a member firm
of the New York Stock Exchange, Inc. Mr. Baird is currently
a private investor. He is also a Director of Oglebay Norton
Company, M&T Bank Corporation, Todd Shipyards Corporation,
Exolon-ESK Company Merchants Group, Inc., Barrister
Information Systems Corporation, and Ecology and
Environment, Inc.
BRUCE C. BAIRD*, 53, Director............................... 6/19/91 558,232(2)
Since 1975 Mr. Baird has been Chairman and owner of Belmont
Management Co., Inc., a real estate development and
management company. Since 1985, Mr. Baird has been President
of Belmont Contracting Co., Inc., a construction company.
THEODORE E. DANN, JR., 46, Director......................... 1/17/95 200
Since 1985 Mr. Dann has been Director, Vice President,
Secretary/Treasurer, and General Counsel for Ferro Alloys
Services, Inc. Mr. Dann is also Chairman of the Board of
Exolon-ESK Company. He is also currently serving as Chairman
and Chief Executive Officer of Buffalo Technologies
Corporation.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OWNED
NAME, AGE, AND DIRECTOR AS OF
PRINCIPAL OCCUPATION SINCE 12/31/98
- -------------------- -------- ------------
<S> <C> <C>
PATRICK W.E. HODGSON, 58, Director.......................... 6/17/92 6,700
Mr. Hodgson has been Chairman of the Board of Todd Shipyards
Corporation since February 1993 and has been the President
of Cinnamon Investments Ltd. since 1981. Mr. Hodgson is also
a Director of First Empire State Corporation, Exolon-ESK
Company and Scott's Restaurants, Inc.
JAMES E. TRAYNOR, 49, Director.............................. 5/29/98 26,012(3)
Mr. Traynor is President of Clear Springs Development Co.,
LLC. From 1979 to 1997 Mr. Traynor was Vice President,
Secretary/Treasurer of the Company.
H. THOMAS WEBB III*, 51, President and Director............. 6/30/79 56,000(4)
Mr. Webb is Senior Vice President of Crescent Resources,
Inc. Mr. Webb is and has been President and a Director of
the company since June 30, 1979.
</TABLE>
- ---------------
(1) Mr. Brent D. Baird disclaims beneficial ownership or interest in all but
452,160 of such shares. The remaining shares are held in family trusts or
custodianships and by his wife, relatives, corporations and associated
parties which have joined in filing a Schedule 13-D pursuant to certain
regulations of the Securities and Exchange Commission (Brent D. Baird and 19
others). However, the shareholders disclaim that they constitute a "group"
as defined in the Securities and Exchange Act of 1934.
(2) Mr. Bruce C. Baird disclaims beneficial ownership or interest in all but
535,504 of such shares. The remaining shares are held in family trusts or
custodianships and by his wife, relatives, corporations and associated
parties which have joined in filing a Schedule 13-D pursuant to certain
regulations of the Securities and Exchange Commission (Bruce C. Baird and 19
others). However, the shareholders disclaim that they constitute a "group"
as defined in the Securities and Exchange Act of 1934.
(3) Includes 15,000 shares representing vested options as a result of the
Incentive Stock Grant and Options Plan.
(4) Includes 30,000 shares representing vested options as a result of the
Incentive Stock Grant and Options Plan.
* Indicates Director is an "interested person" as defined in section 2(a)(19)
of the Investment Company Act of 1940.
VOTING FOR DIRECTORS.
Any shareholder is entitled to vote, in person or by proxy, the number of
shares standing of record in the shareholder's name on the record date for as
many persons as there are Directors to be elected. Cumulative voting is not
permitted.
STOCK OWNERSHIP OF DIRECTORS AND OFFICERS
The following table represents the number of shares of common stock of
First Carolina Investors, Inc. beneficially owned by the Directors and Officers
of the Company as a group as of December 31, 1998.
<TABLE>
<CAPTION>
NAME OF PERSONS AMOUNT OWNED BENEFICIALLY
--------------- -----------------------------------------------------
<S> <C>
All Directors and Officers of First Carolina
Investors, Inc. as a Group (6) persons...... 647,144
(66.5% of the outstanding shares of Common stock of
the Company)
</TABLE>
Brent D. Baird, Bruce C. Baird and 18 others own 558,232 shares of common
stock of the Company, or 57.3% percent of the total outstanding shares. Brent D.
Baird and Bruce C. Baird disclaim beneficial ownership or interest in all but
452,160 and 535,504, respectively, of such shares. (See Notes (1) and (2) to the
table of ELECTION OF DIRECTORS -- NOMINEES.)
3
<PAGE> 6
EXECUTIVE OFFICERS
The following is a listing of the Company's executive officers:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE FOR
NAME & BUSINESS AGE PAST 5 YEARS
- --------------- --- ------------------------------------------------
<S> <C> <C>
Brent D. Baird................................. 60 See table under "Election of Directors"
Chairman of the Board of Directors, Director
H. Thomas Webb III............................. 51 See table under "Election of Directors"
President and Director
Bruce C. Baird................................. 53 See table under "Election of Directors"
Vice President, Secretary and Treasurer
</TABLE>
Brent D. Baird and Bruce C. Baird are brothers. No other Directors or
officers are related.
EXECUTIVE COMPENSATION
The following table sets forth, for the three years ended December 31,
1998, all compensation that the Company and its subsidiaries paid to, or set
aside for, each officer whose cash compensation exceeded $60,000 and to all
Directors as a group:
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
--------------------------
(A) (B) (C) (D) (E) (F)
TOTAL
PENSION COMPENSATION
NAME DEFERRED BENEFITS PAID TO
PRINCIPAL SALARY COMPENSATION ACCRUED DIRECTORS
POSITION YEAR ($) (1)(3) ($) (2)(3) ($) (4) ($)
- --------- ---- ---------- ------------ -------- ------------
<S> <C> <C> <C> <C> <C>
H. Thomas Webb III.................... 1998 128,653 -- 15,652 --
Director and 1997 481,676 -- 22,500 --
President 1996 237,291 -- 22,500 --
James E. Traynor...................... 1998 54,529 -- 7,827 --
Director 1997 277,232 -- 9,860 --
1996 109,896 15,000 21,905 --
All Directors......................... 1998 -- -- -- 58,777
as a Group 1997 -- -- -- 55,400
(6 persons) 1996 -- -- -- 38,400
</TABLE>
- ---------------
(1) On February 17, 1993 the Board of Directors adopted a compensation plan for
Messrs. Webb and Traynor which directly links their pay to the Company's
real estate profits (the "Plan"). Effective January 1, 1998 Mr. Webb served
without salary but will continue to receive an incentive payment pursuant to
the Plan. Mr. Traynor will continue to receive payments pursuant to the Plan
related to the Company's receipts from its real estate sales program
initiated during Mr. Traynor's service as Vice President of the Company.
(2) The Company has a non-qualified Deferred Compensation Plan, pursuant to
which Directors and Officers of the Company, as designated by the Board of
Directors, may elect to defer payment of certain amounts of their fees or
salary. At present, both persons named in the table above, have
participated. Beginning January 1, 1998 additional contributions are no
longer allowed.
(3) On September 23, 1992 the Board of Directors adopted an incentive plan for
Mr. Webb. Pursuant to the plan, Mr. Webb is to receive 3.5% of the pre-tax
gain on the sale of 24 acres in two parcels in Park Crossing. These parcels
are categorized as land held for investment in the consolidated financial
statements of the Company. During 1998 Mr. Webb received $20,379. During
1997 Mr. Webb received $30,249. No payment was due during 1996.
(4) The Company has a pension plan for all full time employees, including
officers. The plan is a Simplified Employee Pension (SEP) as defined in the
Internal Revenue Code. Under the SEP, the employer may make annual
contributions not to exceed the lesser of $22,500 or 15 percent of eligible
employees' total compensation.
4
<PAGE> 7
INCENTIVE STOCK GRANT AND OPTION PLAN
The Incentive Stock Grant and Option Plan ("the Plan") authorized the
issuance of up to 60,000 shares (as adjusted for the March 1994 stock split) of
the Company's common stock to Messrs. Webb and Traynor. Pursuant to the Plan,
15,000 shares were subject to an outright grant and 45,000 shares are subject to
an option. Mr. Webb was granted 10,000 shares and Mr. Traynor was granted 5,000
shares over the five year period ending January 2, 1992. The shares vested 20%
per annum from January 2, 1988 through January 2, 1992.
Stock options awarded pursuant to the plan are nonstatutory options within
the meaning of the Internal Revenue Code of 1954, as amended. Pursuant to the
Plan, Mr. Webb received options on 30,000 shares and Mr. Traynor received
options on 15,000 shares. The exercise price for the options is $12.75 per
share. This represents 100% of the fair market value of the Company's stock on
the date the Plan was adopted. The right to exercise the options vests 20% for
each completed year of service on a fiscal year basis commencing July 1, 1987.
To date all option shares have vested but no options have been exercised. The
options expire on December 31, 2002.
DIRECTORS' COMPENSATION
Each Director received compensation of $2,500 per Directors' meeting
attended and $100 per Audit Committee meeting attended. The Chairman also
receives a monthly salary of $1,500.
MEETINGS AND COMMITTEES OF DIRECTORS
There are two committees of Directors. They are the Executive Committee and
the Audit Committee. The Executive Committee is composed of Directors Brent D.
Baird*, Patrick W.E. Hodgson and H. Thomas Webb III*. The Executive Committee is
charged with many of the duties and responsibilities of the Board of Directors
between meetings of the Board. The Committee did not meet during 1998. The Audit
Committee is composed of Directors Patrick W.E. Hodgson, Theodore E. Dann, Jr.,
and James E. Traynor. This committee is charged with the duty of reviewing and
considering the auditors' fee estimates and independence. The committee is
available to the auditors during the audit and meets with the auditors after
completion of the audit to review the financial statements and the
recommendations of the auditors on internal controls. The committee also reviews
and oversees internal accounting policies and practices. The committee held two
meetings during 1998.
The Directors do not maintain a nominating or compensation committee. The
Directors held three meetings during 1998.
* Indicates Director is an "interested person" as defined in section
2(a)(19) of the Investment Company Act of 1940.
TRANSACTIONS WITH DIRECTOR
The Company has executed securities transactions through the brokerage firm
of Trubee, Collins and Co., Inc.,("Trubee, Collins") of which Brent D. Baird,
Chairman of the Board and an affiliated person of the Company, is an employee.
The total commissions paid by the Company to Trubee, Collins in the Company's
last three years were $45,693, $20,835, and $3,165 for 1998, 1997 and 1996,
respectively.
FINANCIAL STATEMENTS
Certain financial statements of the Company and the accompanying notes are
in the Annual Report. UNDER SEPARATE COVER WE HAVE PROVIDED YOU WITH A COPY OF
THE ANNUAL REPORT AND MOST RECENT SEMI-ANNUAL REPORT. IF YOU HAVE NOT RECEIVED
THE REPORTS, A COPY WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON REQUEST
DIRECTED TO THE SECRETARY. SHAREHOLDERS MAY USE OUR TOLL-FREE NUMBER
(1-800-943-9791) TO REQUEST THE REPORTS.
5
<PAGE> 8
DATE FOR RECEIPT OF PROPOSALS
Shareholders having proposals which they desire to present at next year's
annual meeting should, if they desire that such proposals be included in the
Board of Director's proxy and proxy statement relating to such meeting, submit
such proposals in time to be received by the Company at its principal executive
office in Charlotte, North Carolina, not later than December 11, 1999. To be so
included, all such submissions must comply with the requirements set forth in
rule 14a-8 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended. The Board of Directors directs the close
attention of interested shareholders to such rule.
The expense of solicitation of proxies will be borne by the Company. In
addition to the use of mail, proxies may be solicited by personal interview, by
telephone or telegraph.
It is anticipated that banks, brokerage houses and other institutions,
nominees or fiduciaries will be requested to forward soliciting material to the
shareholders and to obtain authorization for the execution of proxies. Directors
and Officers of the Company may also solicit proxies by such methods without
additional remuneration therefor. The Company may upon request reimburse banks,
brokerage houses and other institutions, nominees or fiduciaries for their
expenses in forwarding proxy materials to shareholders.
The Board of Directors does not know of any business which will be
presented at the Meeting other than the matters specifically set forth in the
Notice of Meeting. If any other matters are properly presented to the Meeting
for action, it is intended that the persons named in the accompanying form of
Proxy and acting thereunder will vote in accordance with their best judgment of
such matters.
SHAREHOLDERS ARE URGED TO SIGN THE ENCLOSED FORM OF PROXY SOLICITED ON
BEHALF OF THE DIRECTORS AND RETURN IT AT ONCE IN THE ENVELOPE ENCLOSED FOR THAT
PURPOSE. PROXIES WILL BE VOTED IN ACCORDANCE WITH THE SHAREHOLDERS' DIRECTION.
The proxy does not affect the right to vote in person at the Annual Meeting
and may be revoked by appropriate written notice delivered to the Secretary of
the Company at any time before it is voted.
By Order of the Directors
Cynthia J. Raby
Assistant Secretary
April 16, 1999
6
<PAGE> 9
APPENDIX A
FIRST CAROLINA INVESTORS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
MAY 26, 1999 AT 1:00 P.M.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of First
Carolina Investors, Inc., a Delaware Corporation, hereby constitutes and
appoints PATRICK W.E. HODGSON and BRUCE C. BAIRD or either of them, each with
full powers of substitution, as attorneys and proxies for and on behalf of the
undersigned, to act for and vote all of the shares of common stock of FIRST
CAROLINA INVESTORS, INC. held or owned by the undersigned or standing in the
name of the undersigned, at the Annual Meeting of Shareholders to be held at
Days Inn Hotel (Airport), 4345 Genesee St., Buffalo, New York, on May 26, 1999
at 1:00 P.M., or any adjournment thereof, on the following matters:
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
for Proposal 1(a).
Item 1. ELECTION OF DIRECTORS:
Brent D. Baird Bruce C. Baird Theodore E. Dann, Jr.
Patrick W.E. Hodgson James E. Traynor H. Thomas Webb III
(a) [ ] FOR all nominees listed above (b) [ ] WITHHOLD AUTHORITY to vote
(except as indicated below) for all nominees listed above.
(INSTRUCTION: To withhold authority to vote for an individual nominee, write
that nominee's name in the space provided below):
_______________________________________________________________________________
Item 2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(SEE REVERSE SIDE)
(Continued from other side)
THE UNDERSIGNED hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders dated April 16, 1999 and the Proxy Statement furnished herewith.
Dated: ____________________ , 1999
__________________________________
Signature
__________________________________
Signature if held jointly
Please sign exactly as name
appears on stock records. When
shares are held by joint tenants
both should sign. When signing as
attorney, as executor,
administrator, trustee or
guardian, please give full title
as such. If a corporation, please
sign in full corporate name by
President or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
