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:
Portland General Corp.
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:
_____________________________________________________________
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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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Date Filed: _______________________________<PAGE>
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PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSALS TO
- -- ALLOW CONFIDENTIAL SHAREHOLDER VOTING, AND
- -- GET SHAREHOLDER APPROVAL OF ANY GOLDEN PARACHUTE PLAN WHICH
WOULD PAY OFFICERS WHO QUIT AT PORTLAND GENERAL CORPORATION
MAY 7, 1996 ANNUAL STOCKHOLDERS MEETING
Date sent to shareholders:
March 15, 1996
UFCW 99R Portland General Corp.
2501 W. Dunlap Ave. 121 S.W. Salmon St.
Phoenix AZ 85021 Portland OR 97204
Dear Fellow Portland General Shareholder:
We urge you to vote FOR the shareholder proposal for
confidential shareholder voting and FOR the proposal recommending
no golden parachute payments be made without first obtaining
shareholder approval of such a policy.
I. SECRET BALLOT VOTING FOR SHAREHOLDERS
Shareholder Nick Rossi has proposed confidential voting for
Portland General shareholders. We support his proposal, and urge
you to do so as well.
Thousands of companies have some form of confidential
shareholder voting. Portland General historically has not even
had the weak version of such confidentiality plans (where proxy
contests are exempted from confidentiality). Secret ballot voting
is how union officials and most government officials are elected.
Voting for leadership is, in our view, a private matter.
Shareholders often have business or personal relationships
with the incumbent Board which go beyond owning Portland General
stock. For example, a PG employee or bank or insurance company
doing business with PG may fear retaliation for voting stock held
in their own names contrary to management's recommendation.
We in no way suggest management has threatened to retaliate
against shareholders. However, shareholders should have the right
to vote as they see fit without having anything to fear.
Companies sometimes argue that shareholders can obtain
confidentiality by placing their stock in the name of a broker or
other nominee. However, by being the record owner rather than the
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.
In our view all shareholders deserve the confidentiality
afforded 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 sacrificing their confidentiality.
All shareholders deserve a secret ballot vote.
PLEASE VOTE FOR THE FOLLOWING SECRET BALLOT VOTING PROPOSAL:
Resolved, that shareholders recommend the Company adopt a
policy of confidential shareholder voting. The sole
exceptions to this shall be (1) disclosure required by law,
or (2) disclosure to independent inspectors of election to
certify the results of the vote, or (3) comments on the
cards may be disclosed to management, so long as the
shareholders' vote is not revealed.
We urge a vote FOR this proposal on the Company's proxy card or
the enclosed card.
II. SHAREHOLDER PROPOSAL RECOMMENDING SUBMISSION OF GOLDEN
PARACHUTE PLAN TO A SHAREHOLDER VOTE
We have made the following proposal:
RESOLVED, that shareholders recommend the Company end its
policy of offering golden parachutes (severance benefits) to
executives who voluntarily quit after a change in control,
unless and until such a policy is approved by shareholder
vote.
The Company's current plan for golden parachutes for senior
executives is, in our view, so rich that shareholders should be
afforded to opportunity to vote on it before they are forced to
pay such benefits.
In our view its worst provision is that after a change in
control, an executive can quit for a large number of reasons and
collect 2.99 years' worth of pay and benefits. Unlike many other
companies' policies, this payment is made even if the executive
finds a new better-paying job the very next day.
Under the current plan, any of the following will lead to
severance pay to an executive who quits: "a significant
detrimental change in the nature or scope of the Executive's
authorities or duties,", or "a reduction in total compensation or
customary increases", or a "reasonable determination" by the
executive that circumstances have changed such that he or she "is
unable to exercise the authorities, powers, functions or duties
attached to the Executive's position."
If rank-and-file PG employees responded to similar changes
in their jobs by quitting, how many would become entitled to
severance pay? Overly-generous deals with top executives like
this are bad for employee morale and productivity.
The current policy sends the wrong message to the PG
workforce working for us shareholders -- from top to bottom, they
should be encouraged to be flexible about changing job duties
rather than expect a windfall for being asked to change.
In our view, executives should be rewarded for doing well by
shareholders and given some cushion if they are fired, but should
not be rewarded for quitting.
Even those who approve of such golden parachutes have a
right to ask why it was imposed without any vote of the
shareholders. Shareholders have a legal right to replace the
current board or approve a merger. Golden parachutes like this
simply represent a large tax on shareholder exercise of those
rights. We think a tax like this should be put up for a vote.
That is all this proposal seeks.
VOTING PROCEDURE - ELECTION OF DIRECTORS AND OTHER MATTERS TO BE
VOTED
Because these proposals are framed as recommendations,
shareholder approval of them would not bind the board. However,
most companies' boards comply with recommendations approved by a
majority of shareholders.
There are several ways of voting on these proposals:
(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 in Portland on May 7, 1996.
(4) Management's forthcoming proxy card will give you an
opportunity to vote on the secret balloting proposal, and perhaps
on the golden parachute proposal. We have asked management to
include the golden parachute proposal believing this is legally
required, but management is resisting. We are hopeful that 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 MARK A BOX ON BOTH PROPOSALS, BY SIGNING
MANAGEMENT'S CARD YOU WILL HAVE CANCELLED OUT ANY VOTE ON THE
ENCLOSED CARD ON THE GOLDEN PARACHUTE PROPOSAL.
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
December 1, 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 100 shares of
company stock. We are a non-profit organization representing
grocery employees in Arizona. We have no interest in representing
Portland General employees, nor are aware of any labor dispute at
Portland General. 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
AND FOR SUBMISSION TO SHAREHOLDERS OF A GOLDEN PARACHUTE POLICY.
Sincerely,
William McDonough
President UFCW 99R
PLEASE RETURN THE ENCLOSED SURVEY AND PROXY CARD TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ
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PROXY
SOLICITED BY UFCW 99R
PORTLAND GENERAL CORP.
ANNUAL MEETING OF SHAREHOLDERS
May 7, 1996
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the annual meeting of Portland General, 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 SECRET BALLOT VOTING FOR SHAREHOLDERS
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) PROPOSAL TO SUBJECT GOLDEN PARACHUTE POLICY TO SHAREHOLDER
APPROVAL
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:
__________________________________<PAGE>
SURVEY OF PORTLAND GENERAL 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 subjecting golden parachutes for
shareholder approval?
Yes _____ No ____ Undecided ________
3. Do you support the idea of having 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 85021
