SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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by Rule 14a-6(e)(2))
PIER 1
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) United Food & Commercial Workers Union Local 99R
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SHAREHOLDER ALERT
Date first mailed: February __, 1996
United Food & Commercial Workers Local 99
2401 N. Central Ave. 2nd Fl.
Phoenix AZ 85004
(602) 572-2149
PLEASE VOTE FOR THE SHAREHOLDER PROPOSAL AGAINST THE POISON PILL
at PIER 1 IMPORTS
Annual Stockholders Meeting
June 1997
Dear Fellow Pier 1 Shareholder:
This is to alert you to an upcoming vote on our shareholder
proposal recommending management rescind the poison pill it put
into place without a shareholder vote in December 1994.
Under this "poison pill" (the so-called "Share Purchase
Rights Plan"), if someone acquires 15 percent of stock without
the board's blessing or announces its intent to do so, the board
can dilute the acquiror's interest by allowing other existing
holders to exercise a Right to buy stock worth twice the market
value of the exercise price of the Right.
At Consolidated Freight, management abandoned its poison
pill in the face of substantial shareholder support for a
proposal against the pill.
Mark Boyar is a New York investment manager whose firm (Mark
Boyar & Co.) held 350,000 shares of Pier 1 as of last year. He
has no connection to our organization. Mr. Boyar's remarks in
last year's proxy statement criticized management for adopting
the "poison pill". We agree.
Don't be misled by so-called "independent studies" in 1988
touting poison pills. Their author, Georgeson and Company, is a
proxy soliciting firm for management, not a truly independent
research organization. Georgeson first claimed pills result in
shareholders receiving a higher takeover premium. While of course
a pill might be used to force the acquiror to pay more in order
to accomplish the acquisition, that very same fact naturally
means fewer acquirors will bother attempting an acquisition.
Harvard Professor John Pound noted, "The methodology is severely
flawed and fundamentally dishonest. The study explicitly excludes
those targets that used pills to defeat bids. These are the firm
where pills hurt shareholders the most."
Georgeson then claimed companies with pills had better stock
performance than those without in the period 12/85-9/87. However,
many firms in the pill group did not adopt pills until the end of
this time period or afterwards. Thus Pound notes, "So what
[Georgeson was] measuring in many cases is performance that has
nothing to do with the adoption of poison pills, but rather what
occurred before the poison pills were adopted."
When Pound analyzed the data with any eye to when the pill
was adopted, he saw Georgeson's results vanish: "those companies
with pills outperformed the control group until they adopted
pills and only matched the performance of the control group after
the fact."
In our view, the market for Pier 1 shareholders' stock
should not be artificially restricted by Pier 1 management.
Shareholders are adults and thus we believe they should be able
to decide for themselves whether to accept an offer for their
stock without interference from management in the form of a pill.
Wayne Huizenga, co-founder of Blockbuster and Waste
Management (WMX), has the following views on poison pills,
according to The Making of a Blockbuster (by Business Week
reporter Gail DeGeorge, 1996, at p. 211):
He didn't believe in staggered boards, golden parachutes,
poison pills, or any of the other anti-takeover remedies
adopted by U.S. corporations. "The best thing for
shareholders to if someone wants to come in and make a run
at the company, let them make a run. Run the price up,
that's what my job was * * * All these chairmen that want to
put this in place and that in place, they all want to save
their jobs. I don't care about my job.FN1
FN1: Neither Huizenga nor DeGeorge are participants in this
solicitation. They have not been consulted regarding this
quotation nor consented thereto.
<PAGE>
VOTING PROCEDURE AND VOTING RIGHTS
We have asked management to allow you to vote on this
proposal using the card you will receive from management. We do
not know if this will occur. We intend to circulate our own proxy
card in support of the proposal once management releases the
information necessary for us to prepare such a card (the names of
nominees for election, etc.).
You may revoke a proxy vote any time before the tally 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.
We will keep the content of all cards we receive
confidential from everyone except our staff, except that at the
meeting our cards must be presented to the company's tabulator in
order to be counted.
SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which owns 148 shares of
company common stock. We expect to spend about $2000 on the
solicitation. We represent employees in the Arizona retail food
industry, and are in negotiations over a successor contract for
one Albertson's store. We are organizing other Albertson's stores
over management opposition in what we feel are improper forms.
Pier 1 CEO Clark Johnson is an Albertson's director. We do not
ask for your support in this dispute, and do not believe it
relevant to how you should vote on a corporate governance
proposal. Even if the labor problems are resolved, we will
present the proposal and your proxy cards at the shareholders
meeting. We are pursuing similar shareholder proposals at other
companies connected to Albertson's through their boards.
RECORD DATE/SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS
Information on these subjects will be contained in
management's forthcoming proxy statement.
PLEASE VOTE FOR THE PROPOSAL TO END THE POISON PILL WHEN YOU
RECEIVE YOUR PROXY CARD
Sincerely,
William McDonough
President UFCW 99
