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:
Pope & Talbot, 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:
_____________________________________________________________
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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:
____________________________
2) Form, Schedule or Registration Statement No:
______________________________
3) Filing Party: _________________________
Date Filed: _______________________________<PAGE>
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PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING AT
POPE & TALBOT INC.
APRIL 30, 1996 ANNUAL STOCKHOLDERS MEETING
Date of distribution to shareholders:
March 15, 1996
UFCW 99R Pope & Talbot
2501 W. Dunlap Ave. 1500 S.W. First Ave.
Phoenix AZ Portland OR 97201
Dear Fellow Pope & Talbot Shareholder:
We urge you to vote FOR our shareholder proposals for
confidential shareholder voting at Pope & Talbot.
Shareholders should have the right to vote as they see fit
without having anything to fear, even social pressure. Hundreds
of companies provide confidential voting for shareholders.
Voting for leadership is, in our view, a private matter. Secret
ballot voting is how union officials and most government
officials are elected.
We in no way suggest management has threatened to retaliate
against shareholders. However, shareholders often have business
or personal relationships with members of the Board which go
beyond owning Pope & Talbot stock. For example, stock may be
owned by a Pope & Talbot employee or bank or insurance company
who may fear what would happen to their livelihood if they vote
stock held in their names against management's recommendation.
On what issues might shareholders disagree with management
here? For example, Pope & Talbot management currently enjoy
golden parachutes which allow them in several circumstances to
voluntarily quit after a change in control and still receive 2.99
years' worth of severance pay and benefits. We feel managers
should be paid well for doing right by shareholders or provided
severance to help them recover from being fired, but not rewarded
for quitting. Regardless of how you feel on this issue, we think
you will agree shareholders should be able to vote on it as they
see fit without fear of management pressure.
Managements sometimes argue against confidentiality by
claiming shareholders can obtain confidentiality by placing their
stock in the name of a broker or other nominee. However, by being
the record owner rather than a broker, you avoid brokers'
maintenance fees. You may be able to get shareholder materials
faster. You need not worry about a broker making a mistake in
getting your vote counted or keeping your confidences. 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.
We feel all shareholders deserve the confidentiality
provided employees who hold through benefit plans: they have the
right to confidentially vote shares held in those plans through
the plan's trustees. Employees should be able to buy stock
outside the plans without giving up confidentiality in the
process.
All shareholders deserve a secret ballot vote.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company adopt a
policy of confidential shareholder voting, with exceptions
solely for independent inspectors of election to certify the
results of the vote, for disclosure required by law, or when
shareholders address comments to management on their proxy
cards.
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.
VOTING PROCEDURE - ELECTION OF DIRECTORS AND OTHER MATTERS TO BE
VOTED
There are several ways of voting on our proposal:
(1) You can return the enclosed proxy card. However, because the
company has not yet announced who its nominees for election to
director will be nor any management proposals, we are not
permitted to vote the enclosed card on those matters.EXECUTING
THE ENCLOSED PROXY CARD THUS WILL WAIVE YOUR RIGHT TO VOTE IN THE
DIRECTORS ELECTION AND ON OTHER MATTERS, UNLESS YOU EXECUTE A
SUBSEQUENT PROXY CARD.
(2) After management releases its proxy statement, we will revise
our card to include the directors' election and any other matters
up for a shareholder vote. We will supply revised cards to any
shareholders who returned our previous card.
(3) You can vote in person at the shareholders meeting on April
30, 1996.
(4) Hopefully management's forthcoming proxy card will give you
an opportunity to vote on this proposal. We asked management to
do this and believe it is legally required, but management
disagrees. We are hopeful that the SEC Staff will resolve the
issue. READ THE COMPANY'S CARD CAREFULLY BEFORE YOU SEND IT IN:
IF IT GIVES MANAGEMENT DISCRETIONARY AUTHORITY TO VOTE AGAINST
SHAREHOLDER PROPOSALS WITHOUT GIVING YOU A CHANCE TO DIRECT
MANAGEMENT'S VOTE ON CONFIDENTIAL VOTING, BY SIGNING THAT CARD
YOU WILL HAVE REVOKED ANY VOTE FOR THE PROPOSAL ON THE ENCLOSED
CARD.
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. If you sign the
enclosed card but do not direct us how to vote on the proposal we
will vote FOR the proposal. We incorporate herein by reference
the discussion in the Company's 1995 proxy statement of voting
requirements and outstanding securities (p.1).
We will keep all cards we receive confidential until the
meeting. At that point they must be presented to the company's
tabulator in order to be counted.
PROPOSALS FOR FUTURE MEETINGS
SEC Rule 14a-8 gives shareholders who have 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 company's proxy statement for the 1997 annual meeting will be
in November 1996 (assuming a 1997 meeting date at around the same
time of year). The exact deadline will appear in the Company's
forthcoming proxy statement. Feel free to contact us if you would
like more information about how to pursue a shareholder proposal.
EXECUTIVE COMPENSATION/ SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS
We incorporate herein by reference the information on these
matters contained in last year's proxy statement. More current
information will be contained in management's forthcoming proxy
statement.
SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which owns 100 shares of
company stock. We have no interest in representing Pope & Talbot
employees, nor are aware of any labor dispute at Pope & Talbot.
We are a non-profit organization representing grocery employees
in Arizona. We will not have specially engaged proxy solicitors
but will use our regular staff. We will solicit proxies by mail,
telephone, and fax.
THANK YOU FOR VOTING FOR THE PROPOSAL FOR SECRET BALLOT VOTING
FOR SHAREHOLDERS.
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED SURVEY AND PROXY CARD TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ
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PROXY
SOLICITED BY UFCW 99R
POPE & TALBOT INC.
ANNUAL MEETING OF SHAREHOLDERS
April 30, 1996
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the annual meeting of Pope & Talbot, and at any
adjournments thereof, on the proposal set forth in the
accompanying Proxy Statement. By executing this proxy but no
later proxy, the undersigned hereby waives the right to vote in
the election of directors and on any other matters which may come
before the meeting. The undersigned hereby directs this proxy be
voted in accordance with the instructions herein.
(1) SHAREHOLDER PROPOSAL FOR SECRET BALLOT VOTING FOR
SHAREHOLDERS
FOR [ ] AGAINST [ ] ABSTAIN [ ]
SIGNATURE ________________________________ DATE ___________
SIGNATURE ________________________________ DATE ___________
ADDRESS ____________________________________________________
_____________________ ___________ _________________
ACCOUNT NO./SSN # OF SHARES TELEPHONE/FAX NOS.
PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE SELF-ADDRESSED
ENVELOPE. PERSONS SIGNING IN REPRESENTATIVE CAPACITY SHOULD
INDICATE AS SUCH. IF SHARES ARE HELD JOINTLY, BOTH OWNERS SHOULD
SIGN. IF YOU ARE NOT THE RECORD OWNER OF THIS STOCK, PLEASE LIST
THE NAME AND ADDRESS OF THE RECORD OWNER BELOW:
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SURVEY OF POPE & TALBOT SHAREHOLDERS
THIS IS NOT A PROXY: PLEASE RETURN IT EVEN IF YOU DO NOT
FILL OUT A PROXY CARD
1. Do you support the idea of confidential voting for
shareholders?
Yes _____ No ____ Undecided ________
2. Do you support management's golden parachute plan allowing for
severance pay to executives who quit in certain situations?
Yes _____ No ____ Undecided ________
3. Do you believe compensation of the Company's top executives
should be based more on stock performance than salary?
Yes ____ No _____ Undecided _______
4. What is your favorite thing about the Company?
________________________________
5. What is the worst thing about the Company?
___________________________________
6.List anything you would like management to change:
__________________________________
THE FOLLOWING INFORMATION WILL BE KEPT CONFIDENTIAL; NO SALESMEN
WILL CONTACT YOU.
Name __________________________________Title, if any __________
Address _______________________________________________________
Phone ____________ Fax _______________ #Shares owned ________
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85201
