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:
[ ] Preliminary Proxy Statement
[ X ] 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:
CARRAMERICA REALTY CORP.
Name of Person(s) Filing Proxy Statement:
Emanuel Pastreich, Service Employees International Union
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:
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(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
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<PAGE>
PROXY STATEMENT
First sent to shareholders May 23, 1996
Emanuel Pastreich, Service Employees International Union
1631 S Street, NW #804
Washington, DC 20009
INDEPENDENT SHAREHOLDER SOLICITATION FOR SHAREHOLDER PROPOSAL TO
SEPARATE THE POSITIONS OF CHAIRMAN AND CEO AT
CARRAMERICA REALTY CORPORATION
Annual Stockholders Meeting:
June 12, 1996
Willard Hotel
Washington, DC
Dear Fellow CarrAmerica Realty Shareholder:
I urge you to vote FOR my shareholder proposal recommending
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.
I also urge you to vote FOR the shareholder proposal to
declassify the board of directors--that is, have all directors
elected annually. To vote for these proposals you may execute
the enclosed proxy card, attend the meeting, or vote on the card
you received from management (on management's card, my proposal
re: chairmanship is item #4; board declassification is #3).
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
operate 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
Shareholder Service Employees International Union (SEIU) 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.
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.
In 1994, similar resolutions at 42 public companies averaged
over 35 percent shareholder support. In 1995, they received an
average 39 percent support at 65 companies--and received a
majority of votes at 9 companies. Several companies have
recently moved or are moving to eliminate their classified board,
such as General Instruments and Union Pacific.
The text of the SEIU proposal is as follows:
BE IT RESOLVED: The stockholders of Carr Realty
Corporation urge that the Board of Directors take the necessary
steps to declassify the Board of Directors for the purpose of
director elections. The Board declassification shall be done in
a manner that does not affect the unexpired terms of directors
previously elected.
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.
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 CarrAmerica Realty
Corporation ("Carr"), 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 April 26, 1996 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 my
employer, Service Employees International Union (SEIU), which
owns 61 shares of common stock in Carr. 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.
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 Carr's proxy statement
next year is January 13, 1997. 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 Carr'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
Carr Shareholder
Please return the enclosed proxy 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 CARRAMERICA REALTY
June 12, 1996
The undersigned shareholder hereby appoints Emanuel
Pastreich proxy with full power of substitution to vote all
shares held by the undersigned at the annual meeting of
CarrAmerica Realty Corp., and at any adjournments thereof, as the
undersigned directs below.
(1) PROPOSAL TO SEPARATE POSITIONS 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: A.R. Manno Jr., J.M. Peck, A.F. Brimmer, O.T.
Carr Jr., G.R. Puskar, W.D. Sanders
FOR ALL: [ ]
WITHHOLD FROM ALL: [ ]
FOR ALL EXCEPT:_____________________________(list)
___________________ _____________________
ACCOUNT NO. # OF SHARES
SIGNATURE(S)______________________ DATE ___________
PRINT NAME ______________________
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 BELOW. PERSONS
SIGNING IN REPRESENTATIVE CAPACITY SHOULD INDICATE AS SUCH. IF
SHARES ARE HELD JOINTLY, BOTH OWNERS SHOULD SIGN.
<PAGE>
SEIU SURVEY OF CARRAMERICA REALTY SHAREHOLDERS
THIS IS A VOLUNTARY SURVEY, NOT A PROXY VOTING CARD
1. Do you support the idea of having someone who is not the CEO
serving as Chairman of the Board?
Yes ____ No ___ Undecided ____
To vote on this proposal, you need to use a proxy card or vote at
the meeting. This survey is not a proxy vote.
2. Do you support the idea of having all directors stand for
election annually?
Yes ____ No ___ Undecided ____
To vote on this proposal, you need to use a proxy card or vote at
the meeting. This survey is not a proxy vote.
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
