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:
_____________________________________________________________
<PAGE>
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>
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING AT
POPE & TALBOT INC.
Annual Shareholders Meeting
April 30, 1996 2 p.m.
Riverplace Alexis Hotel
1510 Southwest Harbor Way
Portland Oregon
Date sent to shareholders:
March 18, 1996
UFCW 99R
2501 W. Dunlap Ave.
Phoenix AZ 85201
Dear Fellow Pope & Talbot Shareholder:
We urge you to vote FOR our shareholder proposal for
confidential shareholder voting at Pope & Talbot.
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. Its how employee-shareholders
of other companies vote their stock.
Shareholders should have the right to vote as they see fit
without having anything to fear. We in no way suggest management
has threatened to retaliate against shareholders. However,
shareholders often have business or personal connections with
members of the Board which go beyond owning Pope & Talbot stock.
For example, stock may be owned by some person or business which
works for Pope & Talbot and may fear what would happen to their
livelihood if they vote stock against management's
recommendation.
Why should shareholders care about having the freedom to
disagree with management? There may be issues where you disagree
with management: for example, Pope & Talbot's top management
currently enjoys golden parachutes which allow them to receive
2.99 years' worth of severance pay and benefits if terminated
after a change in control. The parachutes also provide for this
pay if the executive voluntarily quits in response to a material
reduction in his or her level of responsibilities. We personally
feel managers should be paid for doing right by shareholders or
provided severance to help them deal with being fired, but not
rewarded for quitting.<F1>
Regardless of how you feel on this issue, we think
you will agree shareholders should be able to vote on it
confidentially as they see fit.
Here is the stock performance chart contained in the
Company's 1996 proxy statement:<F2>
POPE & TALBOT STANDARD & POORS 500 PAPER/FOREST PROD.
1990 100 100 100
1991 109.5 130.55 132.23
1992 119.3 140.72 145.96
1993 221.65 154.91 166.07
1994 126.85 157.39 167.62
1995 111.29 216.42 184.47
<F1>We incorporate herein by reference the full text of the
golden parachute policy, pages 44-51 of the exhibits to the
Company's 1991 10K filing with the SEC. We urge you to obtain a
copy of that document from the SEC reference rooms, commercial
service such as Disclosure, Inc. or by contacting us.
<F2>This chart compares the yearly percentage change in the
cumulative shareholder return on the Company's common stock
during the five fiscal-year period ended December 31, 1995 with
the cumulative total return on the S & P 500 Index and the Value
Line Paper & Forest Products Index for that same period. The
comparison assumed $100 was invested on December 31, 1990 in the
Company's common stock and in each of these indices and assumes
reinvestment of dividends.
<PAGE>
Pope & Talbot's management has not advised us of its
position on this proposal. Other companies' managements have
argued 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 need not be concerned about possible
brokers' maintenance fees or possible delay in getting
shareholder materials. 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 FOR SECRET BALLOT VOTING:
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.
THIS SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which owns 100 shares of
Pope & Talbot common 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, and have been organizing
Albertson's employees over management opposition through means we
believe improper. Albertson's director Warren McCain is on Pope &
Talbot's Board. We are not soliciting votes against his
reelection. We have made similar shareholder proposals at other
companies with similar connections to Albertson's. We have not
sought to trade our activities as a shareholder for any benefit
to ourselves. At the shareholder meeting we will present the
confidential voting proposal and vote your proxy as you direct,
regardless of the outcome of Albertson's labor situation or
whether McCain continues on Pope & Talbot's board. We will not
have specially engaged proxy solicitors but will use our regular
staff. We will solicit proxies by mail, telephone, and fax, and
expect the solicitation will cost about $2000.
<PAGE>
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 November 9, 1996. 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/ELECTION OF DIRECTORS/APPROVAL OF NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
We incorporate herein by reference the complete information
on these matters contained in management's proxy statement.
VOTING PROCEDURE
There are several possible ways of voting on our proposal:
(1) You can return the enclosed proxy card. This card will not
give us any discretionary voting authority;
(2) You can vote at the meeting; or
(3) We asked management to include this proposal on the proxy
card it previously sent you but it refused. It is possible
management may send you a second proxy card which gives you a
chance to vote on the proposal. The Company's first proxy card
gives management the discretion to vote AGAINST the proposal.
IF YOU HAVE ALREADY RETURNED A PROXY CARD TO MANAGEMENT, YOU CAN
CHANGE YOUR 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: Carlos Lamadrid, Pope & Talbot, 1500 S.W. First Avenue,
Portland OR 97201. Tel. (503) 228-9161.
Until the meeting, we will keep the content of all cards we
receive confidential from everyone save our agents. At the
meeting the cards must be presented to the company's
tabulator in order to be counted, at which point under current
policy management might view them.
If you sign the enclosed card but do not direct us how to
vote, we will vote FOR our proposal and FOR reelection of
director, approval of the non-employee director stock option plan
and reappointment of accountants. The record date is March 4,
1996. We incorporate herein by reference the discussion in the
Company's 1996 proxy statement of voting requirements and
outstanding securities.
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
<PAGE>
<PAGE>
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. The undersigned hereby directs this
proxy be voted in accordance with the instructions herein and
grants no discretionary authority.
(1) SHAREHOLDER PROPOSAL FOR SECRET BALLOT VOTING FOR
SHAREHOLDERS
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) ELECTION OF DIRECTORS
Nominees: Warren E. McCain; Robert Stevens Miller, Jr., Hugo G.L.
Powell
FOR ALL NOMINEES [ ] WITHHOLD FROM ALL [ ]
To withhold authority to vote for any individual nominee, write
his name here:
(3) APPROVAL OF NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
FOR [ ] AGAINST [ ] ABSTAIN [ ]
SIGNATURE ________________________________ DATE ___________
PRINT NAME ________________________________ 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:
<PAGE>
<PAGE>
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 the idea of top management receiving golden
parachutes?
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 changed about the Company:
__________________________________
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 85201
