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:
Pier 1 Imports, Inc.
Name of Person(s) Filing Proxy Statement:
United Food & Commercial Workers Union, Local 99R
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:
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2) Form, Schedule or Registration Statement No:
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3) Filing Party: _________________________
Date Filed: _______________________________<PAGE>
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PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING AT
PIER 1 IMPORTS, INC.
Annual Stockholders Meeting
June 27, 1996
Time and location TBA
Fort Worth TX
Date sent to shareholders:
March 19, 1996
UFCW 99R
2501 West Dunlap Avenue
Phoenix, AZ 85021
Dear Fellow Pier 1 Shareholder:
We urge you to vote FOR our shareholder proposal to allow Pier
1 shareholders to have secret ballot voting.
Hundreds of companies have some form of confidential voting.
Voting for leadership is, in our view, a private matter. Secret
ballot voting is how union officials and most government officials
are elected.
Shareholders often have business and personal relationships
with members of the Board which go beyond owning Pier 1 stock:
for examples, Pier 1 employees or banks or insurance companies
which rely on Pier 1 for an income may fear voting stock
held in their names contrary to management's recommendation. We in
no way suggest management has threatened to retaliate against
shareholders. However, shareholders should have the right to vote
as they see fit without having anything to fear.
We feel all shareholders deserve the confidentiality
accorded employees who hold through benefit plans: they have the
right to confidentially vote shares held in those plans through
the plan's trustees. These employees should be able to buy stock
outside the plans and not have to give up confidentiality in the
process.
On what issues might shareholders and management disagree,
making confidentiality particularly important? Some examples:
(1) GOLDEN PARACHUTES: Pier 1 has so-called "post-employment
consulting agreements" which allow an executive to quit his Pier
1 job in response to a variety of changes and then collect
"consulting fees" for up to 24 months. This golden parachute can be
triggered by quitting because of a reduction in title, relocation
of the executive's office more than 50 miles, or reduction in base
salary or benefits not meted out to all similarly-situated
employees.
Some shareholders may object to all forms of golden parachute,
while others may feel executives should be paid well for doing well
by shareholders, or perhaps cushioned from the blow of discharge,
but not rewarded for quitting.
(2) POISON PILL: Management enjoys the benefit of a so-called
"share purchase rights plan" (poison pill), enacted without
shareholder approval, by which a takeover opposed by management
can be resisted through the issuance of new stock.
(3) AUDITING PERFORMANCE: The Company recently lost $20 million
in funds which it had invested with Capital Insight, an
investment manager. This manager also handled personal accounts
for Pier 1's Chief Financial Officer Herndon (discharged after this
came out) and in the past for Triton Group (headed by Pier 1
director Red Scott).
In the year ending 2/95, the audit committee of Pier 1's board
met twice. In that year the committee consisted of the following
three directors:
* Sally McKenzie (her principal occupation described in the
proxy statement as "volunteer leader");
* Martin Berman (he joined the Board in June 1994; he was with
Smith Barney until 4/95, which did business with Pier 1; his
wholly-owned company has done business with Pier 1 with regard to
corporate jet, and his brother's investment fund received
management fees from Pier 1); and
* James M. Hoak, Jr. (during that year, his positions included
Chairman of Heritage Media, Chairman of Crown Media Inc. and
directorships at 4 other companies).
Some shareholders might wish an audit committee which met more
often, or had no members receiving business directly or indirectly
from the company.
Given the number of serious issues here which shareholders
may wish to address at the ballotbox, we believe confidential
voting makes sense.
<F1>
We intend to make proposals on these subjects at the meeting but at
this time do not intend to solicit proxies therefor.
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Pier 1 management has not told us its position on confidential
voting, but other companies have argued against similar proposals
by claiming shareholders can get confidentiality by placing their
stock in the name of a broker or other nominee. However, by being
the record owner rather than the broker, you avoid possible
brokers' maintenance fees. You may be able to get shareholder
materials faster. You need not rely on a broker to make sure your
vote gets counted and your confidences are kept. Record owners have
enhanced legal rights under state corporation law, such as the
right to inspect corporate records. You should not have to give up
all this just to have a secret ballot vote.
PLEASE VOTE 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, or of comments on the cards
directed to management.
Shareholder approval of this proposal would not bind the board to
adopt confidential voting. However, most companies' boards comply
with recommendations approved by a majority of shareholders.
EXECUTIVE COMPENSATION
In the fiscal year ending February 1995, Pier 1's Chairman and
CEO Clark Johnson received a total of $1,427,139 of compensation,
consisting of the following:
Salary $610,000
Bonus $610,000
Other Annual Comp. $50,054
Restricted Stock $91,505
All Other $65,580
We incorporate by reference the full explanation of this
compensation contained in last year's company proxy statement. We
urge you to read management's upcoming proxy statement for more
current information on executive compensation.
THIS SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which is the record owner of
148 shares of Pier 1 common stock. We will not have specially
engaged proxy solicitors but will use our regular staff. We expect
our soliciting expenses will be about $2000. We will solicit
proxies by mail, telephone, and fax. We are a non-profit
organization representing employees in Arizona, primarily in the
grocery business. We are organizing Albertson's stores over
management opposition through what we feel are improper means. Pier
1's CEO Clark Johnson is on Albertson's board of directors. We have
made similar shareholder proposals at other companies similarly
connected to Albertsons. We will present the secret ballot proposal
and vote your proxy as you direct, regardless of the outcome of
Albertson's labor situation or Johnson continuing to sit on its
board. We have sent a flier to each Pier 1 store advising employees
of their legal rights, but have no interest in representing Pier
One employees, nor are aware of any labor dispute at Pier One.
VOTING PROCEDURE
There are only two sure ways of voting for this proposal:
(1) RETURN THE ENCLOSED SURVEY TO OBTAIN A PROXY CARD FROM US
LATER. Currently we cannot solicit a proxy card from you without
the SEC Rules requiring you to waive your right to vote in the
directors election (and on any other matters which may be up for a
shareholder vote.) Therefore, we are not producing a proxy card
until after management's proxy statement has come out (announcing
the candidates for director and any other issues up for a vote). We
will send you a proxy card if you request one on the enclosed
survey form.
(2) You can vote in person at the shareholders meeting. The exact
time and place of the meeting have not been confirmed yet, but
management has indicated the meeting will be on June 27 at the
Worthington Hotel in Fort Worth, TX.
Management's forthcoming proxy card might give you
an opportunity to vote on this proposal. We asked management to
include the proposal on its card and believe this is legally
required, but management has declined to confirm it will do so.
READ THE COMPANY'S CARD CAREFULLY BEFORE YOU SEND IT IN: IF IT
SIMPLY GIVES MANAGEMENT DISCRETIONARY AUTHORITY TO VOTE ON "OTHER
MATTERS" WITHOUT ALLOWING YOU TO DIRECT MANAGEMENT'S VOTE ON THIS
PROPOSAL, BY SIGNING MANAGEMENT'S CARD YOU WILL BE ALLOWING
MANAGEMENT TO VOTE YOUR SHARES AGAINST THIS PROPOSAL.
All holders of common stock as of the record date (to be
announced by the Company) are entitled to vote. You may revoke
your vote at any time by (1) executing a later proxy card; (2)
appearing at the meeting to vote, or (3) delivering the
proxyholder or the Company's secretary written notice of
revocation prior to the date of the meeting: J. Rodney Lawrence,
Secretary, Pier 1 Imports, 301 Commerce Street, Suite 600, Fort
Worth TX 76102, tel. (817) 878-8250; fax (817) 334-0191.
We will keep the content of all cards we receive confidential
(except from our agents) until the meeting. At that point the cards
must be presented to the company's tabulator in order to be
counted.
PROPOSALS FOR FUTURE MEETINGS
SEC Rule 14a-8 gives any shareholder who has owned more than
$1000 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 proxy statement for the 1997 annual meeting will be in
mid-January 1996 (assuming another June meeting date). The exact
deadline will appear in the Company's forthcoming proxy
statement. Feel free to contact us if you would like more
information about shareholder proposals.
PLEASE RETURN THE ENCLOSED SURVEY FORM SO YOU CAN VOTE FOR THE
PROPOSAL TO GIVE SHAREHOLDERS THE RIGHT TO VOTE BY SECRET BALLOT.
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED SURVEY TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ
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SURVEY OF PIER ONE SHAREHOLDERS (this is not a proxy)
A. CHECK HERE IF YOU WANT US TO SEND YOU A PROXY CARD SO YOU CAN
VOTE ON THE SHAREHOLDER PROPOSAL FOR SECRET BALLOT VOTING: [ ]
(put your name and address below)
B. OPINION SURVEY (please return this even if you do not want us to
send you a proxy card):
1. Do you support the idea of confidential voting for
shareholders?
Yes _____ No ____ Undecided ________
2. Do you support placing the Company's poison pill up for
shareholder vote?
Yes ____ No _____ Undecided _______
3. Do you support putting the Company's "Post-Employment
Consulting Agreement" (executive severance plan) up for a
shareholder vote?
Yes ____ No _____ Undecided _______
4. Do you believe management compensation should be based more on
stock performance than salary?
Yes ____ No _____ Undecided _______
5. What is your favorite thing about the Company?
6. What is the worst thing about the Company?
7. List anything you would like management to change:
THE FOLLOWING INFORMATION WILL BE KEPT CONFIDENTIAL:
Name __________________________________Title, if any __________
Address _______________________________________________________
Phone/fax ________ # Shares owned ________
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85021
