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)
[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:
_____________________________________________________________
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:
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2) Form, Schedule or Registration Statement No:
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3) Filing Party: _________________________
Date Filed: _______________________________
<PAGE>
PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING AT
ALBERTSON'S, INC.
MAY 24, 1996 ANNUAL STOCKHOLDERS MEETING
Date sent to shareholders:
March 15, 1996
UFCW 99R Albertson's
2501 W. Dunlap Ave. 250 Park Center Blvd.
Phoenix AZ 85021 Boise ID 83726
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, even social pressure.
On what issues might Albertson's shareholders disagree with
management? For example:
(1) The members of the Board's compensation committee in
1994 consisted of Albertson's salaried chairman, and 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 shareholder has proposed declassifying the
Board.
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.
Some managements argue against secret ballot voting by
arguing 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 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. 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, 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 WILL WAIVE YOUR RIGHT TO VOTE IN THE
DIRECTORS ELECTION AND ON ANY 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. We know of no
contest for the board of directors.
(3) You can vote in person at the shareholders meeting on May 24,
1996.
(4) Hopefully management's forthcoming proxy card will give you
an opportunity to vote on the confidential voting proposal. We
asked management to do this and believe it is legally required.
We are hopeful that the SEC Staff will resolve the issue. We
believe the Board declassification proposal will appear on
management's card. 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 CANCELLING OUT YOUR 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 proposals
we will vote FOR the proposals. 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 proxy statement for the 1997 annual meeting will be in
December 1996 (assuming another late May meeting date). The exact
deadline 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
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 43 shares of
company common stock. We represent employees in the Arizona
retail food industry, including one Albertson's store, and are
organizing others. 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 PROPOSALS FOR SECRET BALLOT VOTING
FOR SHAREHOLDERS AND ANNUAL ELECTION OF ALL DIRECTORS.
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED SURVEY AND PROXY CARD TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ
<PAGE>
PROXY
SOLICITED BY UFCW 99R
FOR ALBERTSON'S, INC.
ANNUAL MEETING OF SHAREHOLDERS
May 1996
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the annual meeting of Albertson's, and at any
adjournments thereof, on the proposal set forth in the Proxy
Statement. By executing this proxy but no later proxy, the
undersigned hereby waives the right to vote in the upcoming
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) PROPOSAL TO GIVE SHAREHOLDERS SECRET BALLOT VOTING
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) PROPOSAL TO HAVE ALL DIRECTORS ELECTED ANNUALLY
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 ________________________________ DATE ___________
SIGNATURE ________________________________ DATE ___________
ADDRESS __________________________________________________
__________________ ___________ __________________
ACCOUNT NO./SSN # OF SHARES TEL. NO./FAX NO.
IF YOU ARE NOT THE RECORD OWNER OF THIS STOCK, PLEASE LIST THE
NAME
ADDRESS/ETC. OF THE RECORD OWNER:
_______________________________.
<PAGE>
SURVEY OF ALBERTSON'S 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 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
top 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 ________
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85021
