SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
Albertson's, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant): United Food & Commercial Workers Union, Local 99R
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SHAREHOLDER ALERT
Date first mailed: February __, 1996
United Food & Commercial Workers Local 99
2401 N. Central Ave. 2nd Fl.
Phoenix AZ 85004
(602) 572-2149
PLEASE VOTE FOR THE SHAREHOLDER PROPOSAL FOR BOARD
DECLASSIFICATION (Annual Election of all Directors)
at ALBERTSON'S, INC.
Annual Stockholders Meeting
May 1997
Dear Fellow Albertson's Shareholder:
This is to alert you to an upcoming vote on a shareholder
proposal recommending all Albertson's directors be elected
annually (in other words, that the company declassify its Board
of Directors). You will see this proposal on the proxy card which
management will send you.
Albertson's has a "classified" board, meaning each year
shareholders only get to vote on one-third of the seats on the
board.
Another Albertson's shareholder (the IBT Fund) has made a
shareholder proposal this year to declassify the board. We urge
you to vote FOR this proposal when you receive your proxy card.
Recently several companies have moved to declassify
their board, such as Mead Paper and Union Pacific. Shareholder
proposals recommending declassification received record support
in 1996. A majority of shareholders voting cast their ballots
against staggered boards at Alumax, General Instrument, Liz
Claiborne, Rowan and Stride Rite.
Many companies have annual election of all
directors. Boards on which members of Albertson's board also
serve which are elected annually include Hewlett-Packard and U.S.
Bancorp.
In our view, a director is more likely to be responsive to
shareholder interests if he or she must answer annually to the
shareholders rather than every third year.
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.
Wayne Huizenga, co-founder of Blockbuster and Waste
Management (WMX), has the following views on staggered boards,
according to The Making of a Blockbuster (by Business Week
reporter Gail DeGeorge, 1996, at p. 211):
He didn't believe in staggered boards, golden parachutes,
poison pills, or any of the other anti-takeover remedies
adopted by U.S. corporations. "The best thing for
shareholders to if someone wants to come in and make a run
at the company, let them make a run. Run the price up,
that's what my job was * * * All these chairmen that want to
put this in place and that in place, they all want to save
their jobs. I don't care about my job.FN1
FN1: Neither Huizenga nor DeGeorge are participants in this
solicitation. They have not been consulted regarding this
quotation nor consented thereto.
<PAGE>
Management in the past has defeated this proposal by
attacking the unions backing the proposal rather than
meaningfully analyzing the proposal itself. In our view this is
simply an effort to distract you from voting for something in
your own interest. The proposal does not benefit union
shareholders to any greater extent than it benefits other
shareholders.
VOTING PROCEDURE AND VOTING RIGHTS
You will be able to vote on this proposal using the card
you will receive from management. Also, we intend to circulate
our own proxy card in support of the proposal once management
releases the information necessary for us to prepare such a card
(the names of nominees for election, etc.).
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.
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 are in negotiations over a successor contract for
one Albertson's store. We are organizing other Albertson's stores
over management opposition in what we feel are improper forms. We
have never tried to force Albertson's employees to unionize: by
law, that is a choice they entitled to make on their own. Instead
of the quick and inexpensive card recognition procedure we
proposed (used by Albertson's elsewhere, where a union is
recognized if it presents 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
a corporate governance proposal. Albertson's has proposed to give
our members a higher wage increase if we agree to contract
language depriving us of the ability to pursue shareholder
activities: we have rejected this proposal. We have refrained
from picketing or encouraging a consumer boycott. Even if the
labor problems are resolved, we will present your proxy cards at
the shareholders meeting. We are pursuing similar shareholder
proposals at other companies connected to Albertson's through
their boards.
RECORD DATE/SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS
Information on these subjects will be contained in
management's forthcoming proxy statement.
PLEASE VOTE FOR THE PROPOSAL FOR ANNUAL ELECTION OF ALL DIRECTORS
(BOARD DECLASSIFICATION).
Sincerely,
William McDonough
President UFCW 99
