SCHEDULE 14A
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant [ X ]
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[ ] 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:
Albertson's, Inc.
Name of Person(s) Filing Proxy Statement:
United Food & Commercial Workers Union, Local 99R
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<PAGE>
Date first mailed: April 16, 1996
UFCW 99R
2501 W. Dunlap Ave.
Phoenix AZ 85021
(602) 572-2149
INDEPENDENT SHAREHOLDER SOLICITATION FOR PROPOSALS FOR
CONFIDENTIAL SHAREHOLDER VOTING AND BOARD DECLASSIFICATION
AT ALBERTSON'S, INC.
Annual Stockholders Meeting
May 24, 1996 10:00 a.m.
Center on the Grove
850 Front Street
Boise ID
Dear Fellow Albertson's Shareholder:
We urge you to vote FOR our shareholder proposal to allow
Albertson's shareholders to vote by secret ballot, and FOR the
shareholder proposal to declassify the Board and thus have annual
election of all directors. You can vote for these on the
company's proxy card or on the enclosed card.
A. SHAREHOLDER PROPOSAL FOR CONFIDENTIAL VOTING
Hundreds of companies allow their shareholders to vote
confidentially. 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 or personal relationships
with management which go beyond owning Albertson's stock. For
example, an Albertson's employee, bank or insurance company may
fear losing their livelihoods if they vote stock held in their
name differently than management's recommendation.
We in no way suggest management has threatened to
retaliate against shareholders. However, we believe shareholders
should have the right to vote as they see fit without fearing
pressure from management.
On what issues might Albertson's shareholders wish to be
free to vote confidentially in disagreement with management? For
example:
The members of the Board's compensation committee in 1995
consisted of the then-salaried chairman of Albertson's executive
committee chair, retired CEO Warren McCain, and four directors
who recently were among the 5 highest-paid executives at large
corporations. One of these companies did millions od dollars'
worth of business with Albertson's. There was no one on
Albertson's compensation committee from outside this arena of
similarly-high-salaried corporate executives. In FY1995
Albertson's CEO Gary Michael received more than $1,116,000 in
compensation beyond stock options. Part of that was his salary of
$693,923, up 6 percent from FY 1994. The company recently fought
the IRS all the way to the Supreme Court on the issue of
deducting expenses of management-only nonqualified benefit plans.
Regardless of whether you agree with management's position
on these issues, we think you will agree that shareholders should
not have to fear management pressure as a result of disagreeing
with management about how to vote.
Management argues against secret ballot voting by claiming
shareholders can get confidentiality by placing their stock in
the name of a broker or other nominee. That is not a good reason
for Albertsons to refuse to provide confidentiality on its own.
If you own stock through someone else, you are the best judge of
whether you can rely upon them to keep your confidences. If
instead you are the record owner, you avoid possible brokers'
maintenance fees. You may be able to get shareholder materials
faster. Record owners have enhanced legal rights under state
corporation law, such as the right to inspect corporate records.
Record owners should not have to give all this up 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. These employees should be able to buy stock
outside the plans without having to give up confidentiality in
the process.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company provide
secret ballot voting for shareholders, excepting disclosure to
independent inspectors of election, disclosure to management of
comments made to management on proxy cards, or disclosure
required by law.
This proposal would not keep management from receiving address
changes or learning whether or not you returned a card: the only
thing it would keep confidential is how you voted. This proposal
is a recommendation and thus shareholder approval of the proposal
would not bind the Board. However, we believe that as a practical
matter, the board would not defy a recommendation approved by
most shareholders.
B. SHAREHOLDER PROPOSAL FOR BOARD DECLASSIFICATION (ANNUAL
ELECTION OF ALL DIRECTORS)
Albertson's has a "classified" board, meaning each year
shareholders only get to vote on one-third of the seats on the
board. Many companies instead have annual election of all
directors. Recently several companies have moved to declassify
their board, such as Union Pacific.
Another Albertson's shareholder has made a shareholder
proposal this year to declassify the board: that is, have annual
election of all directors. We urge you to vote FOR this
proposal.
In our view, a director is more likely to be responsive to
shareholder interests if he or she must answer soon to the
shareholders.
Under a classified board, any takeover fully supported by
the shareholders would still take 3 years to fully accomplish,
because it would take 3 annual meetings to replace the whole
board.
Albertson's touts the fact that this proposal has been
defeated in the past, but we question whether such defeats are
truly reflective of shareholder opinion given how freely
management can solicit against a proposal using company
resources.
Management's proxy statement chooses to attack the unions
backing these proposals rather than meaningfully analyze the
proposals themselves. In our view this is simply an effort to
distract you from voting for something in your own interest.
These proposals benefit shareholders at large; they do not
benefit union shareholders to any greater extent.
VOTING PROCEDURE AND VOTING RIGHTS
You can vote on these proposals using the card you already
received from management. If you have already voted, you can
change your vote simply by executing a new proxy card: only the
latest-dated card counts. To receive a new card from management,
contact Albertson's at 250 Park Center Dr., Boise ID 83726. Tel.
(208) 385-6200; Fax (208) 385-6575. Executing our card grants us
no discretionary authority: if matters not listed therein come
before the meeting (which is not anticipated), we will not vote
your shares on such matters. If you sign the card but do not tell
us how to vote, we will vote for the proposals and not vote in
the directors election.
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. Our staff will keep confidential any
information on the cards or survey responses which identify you.
This information will be used solely to confirm the validity of
the card/survey and to communicate regarding shareholder voting
issues. Approval of the proposals requires a vote of the majority
of the shares represented at the meeting. All holders of common
stock as of 4/9/96 will be entitled to vote.
SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which owns 43 shares of
company common stock. We expect to spend about $2000 on the
solicitation. We represent employees in the Arizona retail food
industry, and have one Albertson's store under contract. We are
organizing other Albertson's stores over management opposition in
what we feel are improper forms. Contrary to management's
contention in its proxy statement, we have not been trying to
force Albertson's to unionize: by law, that is a choice employees
are entitled to make on their own. Instead of the quick and
inexpensive card recognition procedure we proposed (used by
Albertson's elsewhere, where the union is recognized if we
present authorization cards signed by a majority of employees),
management in Arizona insists on NLRB elections, which are slower
and often more expensive to shareholders (they often result in
years of litigation).
However, we do not ask for your support in this dispute,
and do not believe it relevant to how you should vote on
corporate governance proposals. We have refrained from picketing
or encouraging a consumer boycott. Even if this labor problem is
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.
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 1997 proxy
statement is December 20, 1996.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS/ELECTION
OF DIRECTORS
We incorporate herein the information on these subjects
contained in management's proxy statement. We make no
recommendation on the directors election.
PLEASE VOTE FOR THE PROPOSALS FOR SECRET BALLOT VOTING AND ANNUAL
ELECTION OF ALL DIRECTORS.
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED PROXY CARD AND SURVEY TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ 85021
<PAGE>
UFCW SURVEY OF ALBERTSON'S SHAREHOLDER OPINION [this is a
voluntary survey, not a proxy]
1. Do you support the idea of confidential voting for
shareholders? Yes [ ] No [ ] Undecided [ ]
(If you want to vote for such a proposal, you need to vote in
person or by proxy at the shareholders meeting.)
2. Do you support the idea of annual election of all directors?
Yes [ ] No [ ] Undecided [ ]
(If you want to vote for such a proposal, you need to vote in
person or by proxy at the shareholders meeting.)
3. Do you believe compensation of the Company's top executives
should be based more on stock performance than salary?
Yes [ ] No [ ] Undecided [ ]
4. Do you support broadening the composition of the compensation
committee of the Board of Directors to include
persons other than senior corporate executives? 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 ____________________ # of Shares
owned ____________________
Record Owner name and address (if not above):
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85021
<PAGE>
PROXY SOLICITED BY UFCW 99R for ANNUAL MEETING OF SHAREHOLDERS of
ALBERTSON'S INC. May 24, 1996
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the Albertson's annual meeting, and at any
adjournments thereof, as directed below. The undersigned grants
no discretionary authority.
(1) ELECTION OF DIRECTORS
Nominees: Clark Johnson, Charles Lein, Gary Michael, Steven
Symms
FOR all nominees: [ ] WITHHOLD from all nominees [ ] FOR all
nominees except: ____________________________
(2) PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING (secret ballot
voting) FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS (annual
election of all directors) FOR [ ] AGAINST [ ]
ABSTAIN [ ]
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.
SIGNATURE[s] ___________________________________________
DATE __________
PRINT NAME/TITLE________________________________________
ADDRESS____________________________________________________
________________________ ___________ ________________
ACCOUNT NO. # OF SHARES PHONE NO. FAX NO.
IF YOU ARE NOT THE RECORD OWNER OF THIS STOCK, PLEASE LIST THE
NAME AND ADDRESS OF THE RECORD OWNER:
