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:
Albertson's, Inc.
Name of Person(s) Filing Proxy Statement:
United Food & Commercial Workers Union, Local 99R
Payment of Filing Fee (check the appropriate box)
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14a-6(j) (2).
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<PAGE>
PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSALS FOR CONFIDENTIAL SHAREHOLDER VOTING AND BOARD
DECLASSIFICATION AT
ALBERTSON'S, INC.
Annual Stockholders Meeting
May 24, 1996 10am
Center on the Grove
850 Front Street
Boise ID
Date sent to shareholders:
March 21, 1996
UFCW 99R
2501 W. Dunlap Ave.
Phoenix AZ 85021
Dear Fellow Albertson's Shareholder:
We urge you to vote FOR our shareholder proposal to allow
Albertson's shareholders to vote by secret ballot.
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 having anything to
fear.
On what issues might Albertson's shareholders wish the freedom
to vote confidentially in disagreement with
management? For example:
(1) The members of the Board's compensation committee in
1994 consisted of Albertson's salaried executive committee chairman
Warren McCain (retired Albertsons CEO), and four directors from
other companies (three chief executives and a chief financial
officer). One of these companies did business with Albertson's.
There was no one on that committee from outside the arena of
similarly-high-salaried corporate executives. In FY1994
Albertson's CEO Gary Michael received more than $1,100,000 in
compensation beyond stock options. His salary was $655,500. Both
were up from FY1993. 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.
(2) 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. Another Albertson's shareholder has made a shareholder
proposal this year to "declassify" the board: that is, have annual
election of all directors.
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 by voting in disagreement
with management.
Management here has not advised us of its position on our
proposal. Other managements have argued against secret ballot
voting by claiming shareholders can get confidentiality by placing
their stock in the name of a broker or other nominee. However, by
your being the record owner rather than a broker, you avoid
possible brokers' maintenance fees. You may be able to get
shareholder materials faster. You need not count on a broker to get
your vote counted or keep your confidences. Record owners have
enhanced legal rights under state corporation law, such as the
right to inspect corporate records. One 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. These employees should be able to buy stock
outside the plans without having to give up confidentiality in
the process.
All shareholders deserve a secret ballot vote.
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 is phrased as a recommendation to avoid litigation
over shareholders' authority to impose it on the Board, 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.
VOTING PROCEDURE AND VOTING RIGHTS
You can vote in person at the shareholders meeting on May 24,
1996. If you instead wish to vote by proxy, PLEASE RETURN THE
ENCLOSED SURVEY REQUESTING A PROXY CARD. Our proxy card has not yet
been released because management has not yet announced its nominees
for election to director nor any other proposals (under SEC Rules,
if you gave us a proxy card now you would have to waive your right
to vote on those matters).
We asked management to include our confidential voting
proposal on its card but it has refused to confirm whether it will
do so. We believe management's card will include the declassified
board proposal. If you would prefer to vote for our proposal on
management's card, we suggest you advise Kaye L. O'Riordan,
Corporate Secretary, Albertson's, 250 Park Center Dr., Boise ID
83726. Tel. (208) 385-6200; Fax (208) 385-6575.
After management releases its proxy statement, we will send
you our proxy card and statement if you have requested one. It will
allow you to vote in the directors' election and on all other
matters known to be up for a vote, but will give us no
discretionary voting authority.
READ THE COMPANY'S CARD CAREFULLY BEFORE YOU SEND IT IN: IF IT
GIVES MANAGEMENT DISCRETIONARY AUTHORITY TO VOTE AGAINST
SHAREHOLDER PROPOSALS WITHOUT LETTING YOU DIRECT MANAGEMENT'S VOTE
ON OUR PROPOSAL, BY SIGNING THAT CARD YOU WILL BE LETTING
MANAGEMENT VOTE AGAINST THE PROPOSAL.
Only the latest-date proxy card counts. 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.
We will keep the content of all cards we receive confidential
until the meeting from everyone except our agents. At the meeting
the 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 43 shares of
company common stock. We expect to spend about $2000 on the
solicitation. We will not have specially-engaged proxy solicitors
but will use our regular staff. We will solicit proxies by mail,
telephone, and fax. We represent employees in the Arizona retail
food industry, and have one Albertson's store under contract. We
are organizing other Albertsons stores over management opposition.
We feel management's opposition has taken improper forms. However,
we do not ask for your support in that dispute. 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 Albertsons
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 proxy statement for the 1997 annual meeting will appear in the
Company's forthcoming proxy statement. Feel free to contact us if
you would like more information about the shareholder proposal
process.
EXECUTIVE COMPENSATION / SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS / ELECTION OF DIRECTORS / OTHER MATTERS FOR
SHAREHOLDER VOTE
More current information on these subjects will be contained in
management's forthcoming proxy statement. We know of no
contest for the board of directors, and make no recommendation on
the election.
THANK YOU FOR VOTING FOR THE PROPOSALS FOR SECRET BALLOT VOTING
FOR SHAREHOLDERS AND ANNUAL ELECTION OF ALL DIRECTORS.
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED SURVEY TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ
<PAGE>
SURVEY OF ALBERTSON'S SHAREHOLDERS [this is not a proxy]
[ ] Check here if you would like us to send you our proxy card
when available (fill out name and address below).
SURVEY OF SHAREHOLDER OPINION (please return this even if you do
not want to receive our proxy card):
1. Do you support the idea of confidential voting for
shareholders?
Yes _____ No ____ Undecided ________
2. Do you support the idea of annual election of all
directors?
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. Do you support broadening the composition of the compensation
committee of the Board of Directors to include persons other than
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 ________ # Shares owned ________
Record Owner name and address (if not above): _______________
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85021
