UNITED STATES SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
PROXY STATEMENT
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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Filed by a party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
PIER 1 IMPORTS, INC.
(Name of Registrant as Specified In Its Charter)
PIER 1 IMPORTS, INC.
(Name of Person(s) Filing Proxy Statement)
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Item 22(a)(2) of Schedule 14A.
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Rule 14a-6(i)(3).
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PIER 1 IMPORTS, INC.
301 Commerce Street, Suite 600
Fort Worth, Texas 76102
Company's Proxy Solicitation in Response to Union Shareholder Proposal
June 7, 1996
Dear Shareholder:
As a shareholder of Pier 1 Imports, Inc. (the "Company"), you have
probably received the Company's Proxy Statement and white proxy card for the
Annual Meeting of Shareholders to be held on June 27, 1996, at 10:00 a.m.,
local time, at the Radisson Plaza Hotel, Grand Crystal Ballroom, Section A,
815 Main Street, Fort Worth, Texas. You also may have received proxy
solicitation materials with an orange proxy card from the United Food and
Commercial Workers Union Local 99R (the "UFCW") seeking proxies for its
proposal to recommend adoption by the Company of a confidential voting policy
for shareholders and supporting another shareholder proposal.
The Board of Directors recommends that you discard the UFCW's orange proxy
card.
The Board of Directors does not believe that the UFCW is genuinely
concerned with the Company's shareholders, but rather is attempting to
pressure Company management regarding a labor dispute between the UFCW and
Albertson's Inc. in the State of Arizona. The only connection between the
Company and Albertson's is the membership of Clark A. Johnson, Chairman and
Chief Executive Officer of the Company, on the board of directors of
Albertson's. The UFCW has no bargaining relations with the Company and has
no connection with the Company other than its ownership of 148 shares of
Common Stock.
Albertson's is a large national grocery store chain headquartered in
Boise, Idaho with a number of stores located in Arizona. The UFCW has
engaged in an apparently unsuccessful campaign to organize Albertson's
employees in Arizona, and now the UFCW is extending that campaign to pressure
Company management to influence Albertson's to make concessions in their
dispute. As a tactic, the UFCW has targeted the Company and four other
companies with directors on the Albertson's board to harass them in an
attempt to obtain assistance. The UFCW sent letters to the Company's
directors asking them to pressure Clark Johnson to resign from the
Albertson's board of directors. We understand that the UFCW sent similar
letters to directors of the other companies having a shared director with
Albertson's. After failing to obtain its desired result, the UFCW announced
its intention to independently solicit proxies for a shareholder proposal at
the Company's Annual Meeting. The UFCW also used this tactic against the
other four companies.
As a Company shareholder you may ask whether the UFCW's solicitation is
motivated to benefit shareholders of the Company or whether it is pursuing an
agenda for its own separate benefit. The UFCW could have included its
proposal in the Company's earlier proxy statement under the established rules
of the Securities and Exchange Commission if it had held the requisite shares
of Common Stock for at least one year and satisfied the other specified
requirements. Instead, the UFCW is engaging in a separate solicitation that
requires the Company to spend additional time, effort and expense to respond
to the UFCW solicitation.
In the opinion of the Board of Directors, the proposal is an
inappropriate attempt to involve the Company in the labor dispute between the
UFCW and Albertson's and is an abuse of the proxy solicitation process. The
UFCW's labor dispute is not with the Company, and management has no desire to
become a part of that dispute.
The UFCW is soliciting proxies for the following proposal:
Resolved, that shareholders recommend the Company adopt a
confidential voting policy for shareholders, to which the only
exceptions shall be disclosure to independent inspectors of election,
or as required by law. This shall not be construed as preventing
disclosure to management of information other than how the proxy card
has been voted, such as address changes or comments.
The Board of Directors believes that the proposal is unnecessary. Any
shareholder wishing to vote confidentially can easily do so by holding his
shares through a broker, bank or other nominee. Votes cast by individuals
holding through nominees are transmitted by the nominees to the Company's
transfer agent, who maintains all shareholder records and tabulates votes.
The Company does not have access to information regarding votes cast by those
beneficial owners. Currently more than 90% of the Company's Common Stock is
held by brokers and other nominees, and therefore the confidential voting
proposal would affect holders of less than 10% of the Common Stock. In fact,
the UFCW held its 148 shares through a broker until February 20, 1996, when
it ordered the shares registered in its name, presumably only to generate a
rationale for making its proposal.
The Board of Directors respects the right of all shareholders to vote
their shares according to their best judgment and believes that the Company
has always conducted its proxy solicitations in a completely fair and
equitable manner. The UFCW does not indicate an instance of coercion or
retaliation by management against shareholders for their votes and in fact
states in its solicitation material that it in no way suggests that
management has threatened to retaliate against shareholders. The UFCW
proposal is aimed at a problem that does not exist at the Company. In
routine proxy solicitations confidential voting is generally considered
unnecessary. In contested solicitations or complex situations, however, the
Board of Directors may desire flexibility in understanding how some
shareholders have voted in order to seek their support or otherwise manage
the circumstances in the best interests of the Company and its shareholders.
Some beneficial owners are large institutional investors that are not
subject to coercion suggested by the UFCW, and these institutional investors
may wish for their vote on certain issues to be available to management when
that vote is intended to send a message to management. By complying with
the non-objecting beneficial ownership procedures, the Company can obtain the
identity of certain individual owners who have previously consented to that
disclosure by their brokers, but the Company cannot use these rules to obtain
information about the voting of these individuals. The UFCW's confidential
voting proposal would preclude the Company from knowing how large
institutional investors are voting or from trying to understand the reasons
for particular votes.
For the reasons explained above, and because voting for the proposal
supports and encourages the UFCW to continue to attempt inappropriate and
improper methods to prevail in its personal disputes, your Board of Directors
urges you to vote AGAINST the stockholder proposal regarding confidential
voting.
The UFCW proxy solicitation materials also supports the other stockholder
proposal, which is contained in the Company's proxy statement, requesting the
Company to retain an investment banker to evaluate options to enhance
shareholder value. The Board of Directors believes the Company is well
positioned to enjoy profitable growth and at this time intends for management
to concentrate its efforts on the expansion and profitability of the
Company's core business. Total shareholder return of the Company during the
past five years has outperformed both the S&P 500 and the peer group of high-
growth retail companies.
In his statement in support of his proposal that was printed in the
Company's Proxy Statement, Mr. Boyar describes certain actions taken by
management that he suggests have contributed to poor performance in the price
of the Company's stock. In particular he mentions the adoption of the
Company's share purchase rights plan or "poison pill" as one such action.
During its consideration of adopting a poison pill, the Board was provided a
study by its investment banking firm showing that the adoption of a poison
pill had no significant long-term effect on the stock price of companies
adopting poison pills. The Board also was given data from two independent
studies conducted in 1988 that showed that companies with share purchase
rights plans generally received significantly higher prices during a take-
over than companies without such plans. On the day prior to adoption of the
Company's share purchase rights plan the closing price of the Company's
common stock was $7 5/8 per share, and a little more than a year later on the
last day of the Company's last fiscal year the price was $13 1/8. In early
June 1996, the price of the Company's stock exceeded $16 per share. It is
also noteworthy that over 1,700 public companies have adopted a share
purchase rights plan similar to that of the Company. Mr. Boyar asserts that
the Company's senior executive bonus program is also detrimental to the stock
performance, but he offers no basis for such assertion nor is the Board aware
of anything that indicates that the size of the Company's bonuses to
executives has any effect on stock price. It should be noted that senior
executive bonuses for the past three years have been based on the relative
performance of the Company's stock price plus dividend return, and bonuses
have increased only to the extent of the Company's relative shareholder
return compared to its peer group. Finally, Mr. Boyar suggests an adverse
impact to shareholders because the Company has had $3 million of its excess
cash managed by persons affiliated with a member of the Board. That
investment was made as a temporary placement of excess funds in 1993, more
than a year prior to such member's election to the Board of Directors.
Although the Company received an average annual compounded rate of return of
14.7% on these funds, the Company closed the investment at the end of March
1996 to eliminate any appearance of conflict.
The Board of Directors regularly reviews the Company's position and
strategic direction as well as available options and potential alternatives,
and from time to time consults with investment banking firms in this regard.
The Board has taken and will continue to take steps that it believes are
prudent to increase shareholder value. The Board is opposed to the proposal
to engage an investment banker because it is only one narrowly focused
method, and not the appropriate method at this time, to maximize shareholder
value.
Your Board of Directors recommends a vote AGAINST the stockholder
proposal requesting the Company to retain an investment banker.
VOTING INSTRUCTIONS
If you have not previously executed and returned a proxy card, please
complete, sign, date and return the accompanying blue-striped proxy card in
the enclosed postage paid envelope, marking your preferences as to each
matter. If any matter is not marked, the matter will be voted in accordance
with the recommendations of the Board of Directors.
If you have previously signed, dated and returned a white proxy card from
the Company, you have conferred discretionary authority on the proxies with
respect to the confidential voting proposal and the proxies intend to vote
against the UFCW proposal in accordance with the recommendation of the Board
of Directors. If you wish to specifically vote AGAINST the UFCW proposal,
please sign, date and return the enclosed blue-striped proxy card.
If you have previously executed and returned an orange proxy card from
the UFCW (either without executing a white proxy card or after executing a
white proxy card) and you marked a vote FOR this proposal, you may change
your vote to vote AGAINST this proposal by signing, dating and returning a
later-dated blue-striped proxy card in the enclosed postage paid envelope.
If you have previously submitted a white proxy card (and you have not
executed a later-dated proxy card), and you would like to revoke the
discretionary authority conferred on the proxies who intend to vote against
the UFCW proposal, you must mark your preference on the accompanying blue-
striped proxy card and sign, date and return the card.
If any other matters should properly come before the Annual Meeting of
Shareholders, the persons named on the proxy card intend to vote the matter
in accordance with their best judgment.
The accompanying proxy is solicited by the Board of Directors for use at
the Annual Meeting of Shareholders to be held June 27, 1996, and at any
adjournment thereof. You may revoke the proxy at any time prior to the time
it is voted by delivery to the Corporate Secretary of the Company at the
Company's principal executive offices at 301 Commerce Street, Suite 600, Fort
Worth, Texas 76102 of a written notice of revocation bearing a later date
than the proxy, or by duly executing and delivering to the Corporate
Secretary a subsequent proxy relating to the same shares, or by attending the
Annual Meeting and voting in person (although attendance at the Annual
Meeting will not in and of itself constitute revocation of a proxy). The
Company expects to incur additional fees of approximately $5,000 from Kissel-
Blake Inc. to facilitate the proxy solicitation.
Your vote is important. We urge you to take the proper steps as
described above to ensure that your shares are voted according to your
wishes.
Sincerely,
/s/ Clark A. Johnson
Clark A. Johnson
Chairman of the Board
If you have any questions, please contact the Company's proxy solicitor:
Kissel-Blake Inc. at telephone number (800) 554-7733.
<PAGE>
APPENDIX
PIER 1 IMPORTS, INC.
301 Commerce Street, Suite 600
Fort Worth, Texas 76102
PROXY
Solicited on Behalf of the Board of Directors for Annual Meeting of
Shareholders, June 27, 1996
The undersigned hereby appoints CLARK A. JOHNSON, MARK L. HART, JR. and
J. RODNEY LAWRENCE, and each of them, proxies with full power of
substitution, to represent and to vote as set forth herein all the shares of
the Common Stock of Pier 1 Imports, Inc. held of record by the undersigned on
May 8, 1996, at the annual meeting of shareholders to be held at 10:00 a.m.
local time on June 27, 1996, at the Radisson Plaza Hotel, Grand Crystal
Ballroom, Section A, 815 Main Street, Fort Worth, Texas, and any adjournment
thereof.
This proxy, when properly executed, will be voted in the manner
directed by the undersigned shareholder. If no direction is made, this proxy
will be voted "FOR" the election of the directors nominated, "FOR" the
proposed amendments to the Company's 1989 Employee Stock Option Plan, and
"AGAINST" the two Stockholder Proposals.
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. The Proxies cannot
vote your shares unless you sign and return this card.
(Continued and to be signed and dated on the reverse side)
- -----------------------------------------------------------------------------
Item 1.
Election of Directors. FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ]
listed below for all nominees listed below
*EXCEPTIONS [ ]
Nominees: Clark A. Johnson, Charles R. Scott, Marvin J. Girouard Sally F.
McKenzie, James M. Hoak, Jr., Martin L. Berman and Craig C. Gordon
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space below.)
*Exceptions _______________________________________________________________
Item 2. Approval of the proposed amendments to the 1989 Employee Stock Option
Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Item 3. Act upon a stockholder proposal to request the Company to retain an
Investment Banker.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Item 4. Act upon a stockholder proposal to recommend adoption of confidential
voting.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Item 5. In their discretion, the Proxies are authorized to vote as described
in the Proxy Statement and upon such other business as may properly
come before the meeting or any adjournment thereof.
Change of Address and/or [ ]
Comments Mark Here
NOTE: Please sign exactly as name appears
hereon. Joint owners should each sign. When
signing as attorney, executor, administer,
trustee or guardian, please give full title
as such.
Dated: __________________________, 1996
_______________________________________
Signature
_______________________________________
Signature if held jointly
Votes must be indicated
(x) in Black or Blue Ink [X]
Please date, sign and return promptly in the enclosed envelope.
