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:
US West, 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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[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
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applies:
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2) Aggregate number of securities to which transaction
applies:
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computed pursuant to Exchange Act Rule 0-11: (1)
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<PAGE>
PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR SHAREHOLDER REVIEW OF GOLDEN PARACHUTES FOR EXECUTIVES WHO
VOLUNTARILY RESIGN
U.S. WEST, INC.
MAY 3, 1996 ANNUAL STOCKHOLDERS MEETING
Date sent to shareholders:
March 16, 1996
UFCW 99R U.S. West, Inc.
2501 W. Dunlap Ave. 7800 E. Orchard Rd.
Phoenix AZ 85021 Englewood CO 80111
Dear Fellow U.S. West Shareholder:
We urge you to vote FOR our shareholder proposal addressing
the Board's current golden parachute plan which allows executives
to recover three years' severance pay for quitting their jobs.
We urge a vote FOR the following proposal:
RESOLVED, that shareholders recommend the Board renegotiate
its executive severance policy to eliminate payments to
executives who voluntarily quit after a change in control,
unless and until such a policy is approved by shareholder
vote.
In our view, executives should be paid well if they do well for
shareholders, or perhaps helped when they get fired, but should
not be rewarded for deserting the company.
The Company's current policy provides for three years' worth
of severance pay and benefits if an executive quits within 3
years of a change in control in response to any of the following:
* "Any diminution in the status or responsibilities of
the Executive's position from that which existed
immediately prior to the Change of Control . . .";
* "The assignment to the Executive of any duties
inconsistent with, or any substantial diminution in,
such Executive's status or responsibilities . . .
including imposition of travel responsibilities which
differ materially from required business travel
immediately prior to the Change of Control";
* "A reduction in the Executive's annual base salary as
in effect immediately before the Change of Control";
* "A change in the principal place of the Executive's
employment ... more than thirty-five (35) miles...";
* "The failure by the Company to continue in effect any
executive compensation plan or stock option plan in
which the Executive participates immediately prior to
the Change of Control, unless an equivalent alternative
compensation arrangement ... has been provided to the
Executive, or the failure by the Company to continue
the Executive's participation in any such incentive or
stock option plan on substantially the same basis, both
in terms of the amount of benefits provided and the
level of the Executive's participation relative to
other participants, as existed immediately prior to the
time of the Change of Control";
* "(A) Except as required by law, the failure by the
Company to continue to provide to the Executive
benefits substantially equivalent, in aggregate, to
those employed by the Executive under the qualified
and non-qualified employee benefit and welfare
plans of the Company, including, without
limitation, any pension, life insurance, medical,
dental, health and accident, disability, retirement
or savings plans in which the Executive was
eligible to participate immediately prior to the
Change of Control; (B) The taking of any action by
the Company which would directly or indirectly
materially reduce or deprive the Executive of any
other perquisite employed by the Executive
immediately prior to the Change of Control
(including company-paid and/or reimbursed club
memberships, financial counseling fees and the
like; or (C) the failure by the Company or its
successor to treat the executive under the
Company's vacation policy, past practice or special
agreement in the same manner and to the same extent
as was in effect immediately prior to the Change of
Control"<F1>;
<F1>
The complete text of this policy is on file with the SEC as
Exhibit 10ab to the US West 10K for year ended 12/94,
incorporated herein by this reference. Copies are available from
us, from the SEC Reading Rooms or from commercial services such
as Disclosure, Inc.
<PAGE>
In our view, paying officers for quitting is inconsistent with
the reason offered by the Board for having these agreements in
the first place: "The purpose of these agreements is to encourage
the officers to continue to carry out their duties in the event
of a possible change in control." 1995 Proxy Statement at p. 12.
These golden parachutes actually encourage executives to
quit -- and punish shareholders for having exercised their legal
right to change control by approving a merger or tender offer.
We doubt these policies help the company attract or retain
executives. How many executives make a job decision based on
how much they get if they later quit? Jobseekers are more
likely to focus on what they would receive while still employed,
or on their protection from discharge.
If rank-and-file US West employees responded to similar
changes in their jobs by quitting, how many would become entitled
to severance pay? Deals like this for top executives alone are
bad for employee morale and productivity, in our view.
We believe shareholders would prefer to have the company's
workforce encouraged to be flexible about changing job duties,
titles or locations rather than expect a windfall for being asked
to change. The current policy sends the wrong message.
Some shareholders like the idea of paying severance to
managers who lose their jobs due to a change in control. Our
proposal is not addressed to severance pay for those who are
fired. Rather, the narrow issue we address here is paying 3
years' severance to executives who quit rather than
continue to help the company and its shareholders through a
transition period.
Even if you think paying severance to top executives who
voluntarily quit after a change in control makes sense, all this
proposal seeks is shareholder approval of such a policy prior to
making these payments.
In order to avoid legal disputes this proposal is
framed as a recommendation, shareholder approval 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 this 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 THUS WILL WAIVE YOUR RIGHT TO VOTE IN THE
DIRECTORS ELECTION AND ON ALL 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.
(3) You can vote in person at the shareholders meeting. The
meeting will take place on May 1, 1996, at a location yet to be
announced.
(4) We have asked management to include the golden parachute
proposal on its proxy card, believing this is legally required,
but management has not yet agreed to do so. We are hopeful the
SEC Staff will resolve the issue. READ THE COMPANY'S CARD
CAREFULLY BEFORE YOU SEND IT IN: IF IT GIVES MANAGEMENT
DISCRETIONARY AUTHORITY TO VOTE AGAINST PROPOSALS WITHOUT
ALLOWING YOU TO VOTE ON OUR PROPOSAL DIRECTLY, THEN SIGNING
MANAGEMENT'S CARD WILL CANCEL OUT ANY VOTE FOR OUR 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 proposal we
will vote FOR the proposal. We incorporate herein by reference
the discussion in the Company's 1995 proxy statement of voting
requirements and outstanding securities (pp. 1-2).
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 around
November 10, 1996. The exact deadline will appear in the
Company's forthcoming proxy statement. Feel free to contact us if
you would like more information about shareholder proposals.
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 47 shares of
company stock. We are a non-profit organization representing
grocery employees in Arizona. We have no interest in representing
US West employees, nor are aware of any labor dispute at US West.
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 OUR PROPOSAL OPPOSING GOLDEN PARACHUTE
PAYMENTS TO EXECUTIVES WHO VOLUNTARILY RESIGN.
Sincerely,
William McDonough
President UFCW 99R
PLEASE RETURN THE ENCLOSED SURVEY AND PROXY CARD TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ
<PAGE>
PROXY
SOLICITED BY UFCW 99R
U.S. WEST, INC.
ANNUAL MEETING OF SHAREHOLDERS
May 3, 1996
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the annual meeting of U.S. West, 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 FOR SHAREHOLDER REVIEW OF POLICY PROMISING GOLDEN
PARACHUTES TO EXECUTIVES WHO VOLUNTARILY RESIGN
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 AND ADDRESS OF THE RECORD OWNER:
__________________________________
SURVEY OF U.S. WEST SHAREHOLDERS
THIS IS NOT A PROXY: PLEASE RETURN IT EVEN IF YOU DO NOT
FILL OUT A PROXY
1. Do you support the proposal for shareholder review of the
Company's policy promising golden parachutes to executives who
voluntarily resign?
Yes _____ No ____ Undecided ________
2. Do you believe shareholders should have to pay 3 years'
severance to top executives if shareholders decide to change
management?
Yes _____ No ____ Undecided ________
3. Do you support the idea of having an annual election of all
directors (instead of the current classified board)?
Yes _____ No ____ Undecided ________
4. Do you believe compensation of the Company's top executives
should be based more on stock performance than salary?
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 85201
