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: _______________________________
<PAGE>
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.
<PAGE>
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 ____________
<PAGE>
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
