Carc Inc – ‘SC TO-I/A’ on 3/31/05 re: Carc Inc

On:  Thursday, 3/31/05, at 4:33pm ET   ·   Accession #:  1019892-5-98   ·   File #:  5-80579

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Amendment to Tender-Offer Statement — Issuer Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I/A   Amendment No. 2                                        2     14K 

Document Table of Contents

SC TO-I/A
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SECURITIES AND EXCHANGE 
COMMISSION
WASHINGTON, D.C. 20549
----------------
 SCHEDULE TO
 AMENDMENT NO. 2
(RULE 14D-100)
 TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

CARC, INC.
----------
(Name of Subject Company (Issuer))

CARC, INC.
----------
(Name of Filing Person (Offeror and Issuer))

 COMMON STOCK, PAR VALUE $1.00 PER SHARE
 ---------------------------------------
(Title of Class of Securities)

None
----
(CUSIP Number of Class of Securities

 WARREN WAGNER
 PRESIDENT
CARC, INC.
500 DOWNS LOOP
 CLEMSON, SOUTH CAROLINA 29631
(864) 654-1859
--------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Filing Person)

 WITH A COPY TO:
 LAWSON M. VICARIO, ESQ.
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
44 EAST CAMPERDOWN WAY (29601)
P.O. BOX 728
GREENVILLE, SOUTH CAROLINA 29602
(864) 242-8203

 CALCULATION OF FILING FEE
------------------------------------------ -------------------------------------
  Transaction Valuation*                      Amount of Filing Fee**
------------------------------------------ -------------------------------------
 $200,000                                     $23.54
------------------------------------------ -------------------------------------
* Estimated solely for purposes of calculating the amount of the filing fee. The
calculation assumes the purchase of 40,000 shares of common stock of CARC, Inc. 
at a purchase price of $5.00 per share, net to the seller in cash.              

**The amount of the filing fee is calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 6 for    
Fiscal Year 2005 issued by the Securities and Exchange Commission on December 9,
2004. Such fee equals .01177 percent of the value of the transaction.           

|X| Check the box if any part of the fee is offset as provided by Rule          
0-11(a)(2) and identify the filing with which the offsetting fee was previously 
paid. Identify the previous filing by registration statement number, or the Form
of Schedule and the date of its filing.                                         

Amount Previously Paid:  $23.54                   Filing Party: CARC, Inc.      
Form or Registration No.: Schedule TO-I           Date Filed: February 28, 2005 

[ ] Check the box if the filing relates solely to preliminary communications    
made before the commencement of a tender offer.                                 

Check the appropriate boxes below to designate any transactions to which the    
statement relates:                                                              

[ ]  third-party tender offer subject to Rule 14d-1.                            
|X| issuer tender offer subject to Rule 13e-4.                                  
[ ] going-private transaction subject to Rule 13e-3.                            
[ ] amendment to Schedule 13D under Rule 13d-2                                  

Check the following box if the filing is a final amendment reporting the results
of the tender offer: |X|                                                        

SC TO-I/A
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INTRODUCTION

        This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed by CARC, Inc., a South Carolina        
corporation, on February 28, 2005, as amended by Amendment No. 1 on March 15,   
2005. The Schedule TO relates to the offer by CARC to purchase up to 40,000     
shares of its common stock, par value $1.00 per share, at a purchase price of   
$5.00 per share, net to the seller in cash, without interest thereon, upon the  
terms and subject to the conditions set forth in the Offer to Purchase attached 
to the originally filed Schedule TO, as amended hereby.                         

        The information set forth in the Offer to Purchase is hereby expressly
incorporated herein by reference in response to all items of this Schedule TO.  
Additional information with respect to one item of this Schedule TO is set forth
below.                                                                          

ITEM 4: TERMS OF THE TRANSACTION                                                

        CARC has completed its partial tender offer for up to 40,000 shares of
its common stock at an offering price of $5.00 net per share. CARC's tender     
offer was made on the terms and conditions set forth in the Offer to Purchase   
dated February 25, 2005 and filed on February 28, 2005, as amended, and the     
associated letter of transmittal. The offer expired, as scheduled, at 5:00 p.   
m., New York City time on Monday, March 28, 2005. Prior to the expiration of the
offer, 47,000 shares were validly tendered and not withdrawn. Of these, all were
tendered on a conditional all-or-nothing basis by a total of 47 shareholders. In
accordance with the terms of the offer, CARC selected 40,000 shares (held by 40 
shareholders) by lot. CARC has accepted and has forwarded payment for all 40,000
of these shares to tendering shareholders.                                      

       As a result of the offer, CARC now has 496 holders of record. Because
CARC's common stock is not listed on a national securities exchange and its     
total assets have not exceeded $10,000,000 at the end of each of its three most 
recent fiscal years, CARC can terminate the registration of its common stock and
suspend its reporting and other public company obligations under the Exchange   
Act if it has fewer than 500 record holders. Accordingly, CARC intends to       
terminate the registration of its common stock under the Exchange Act and cease 
being a reporting company as soon as practicable.                               

 SIGNATURE
         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct. 

    CARC, INC.

                 By:   /s/ Warren Wagner
                                      --------------------------------------
                   Name: Warren Wagner
                Title: President
Dated: March 31, 2005                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-I/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/31/05		2					15-12G
		3/28/05		2
		3/15/05		2					SC TO-I/A
		2/28/05		1		2			SC TO-I
		2/25/05		2
		12/9/04		1					8-K
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