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:
Borg-Warner Security Corporation.
Name of Person(s) Filing Proxy Statement:
Teamsters General Fund
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:
____________________________
2) Form, Schedule or Registration Statement No:
______________________________
3) Filing Party: _________________________
Date Filed: _______________________________
<PAGE>
PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION BY TEAMSTERS GENERAL FUND
FOR PROPOSAL CALLING FOR REPORT ON SECURITY GUARD HIRING
PRACTICES IN LIGHT OF ALLEGED OKLAHOMA CITY BOMBING
BORG WARNER SECURITY CORPORATION
ANNUAL STOCKHOLDERS MEETING
April 16, 1996 10 a.m.
200 S. Michigan Ave.
Chicago IL
Date sent to shareholders:
March 25, 1996
Teamsters General Fund
25 Louisiana Ave. N.W.
Washington D.C. 20001
(tel.) 202-624-8100
(fax) 202-624-6833
Dear Fellow Borg-Warner Shareholder:
The press has repeatedly reported that alleged Oklahoma City
bomber Timothy McVeigh previously worked for Borg-Warner
subsidiary Burns International Security Services (from early in
1992 to early 1993). We urge you to vote FOR the following
shareholder proposal:
RESOLVED: That Shareholders urge the company to report on
company's screening, training and supervision practices that
prevailed at the time it hired alleged Oklahoma City bomber
Timothy McVeigh, and how those practices have been reformed
so as to provide customers with appropriately-skilled and
supervised security personnel.
Is the negative publicity suffered by the company because of this
guard likely to be repeated in the future with another guard? We
shareholders do not know -- getting information is all this
proposal seeks.
A senior official of the Texas State Office of the U.S.
Department of Housing and Urban Development recently wrote:
We have seen increasing incidents of poor performance
on the part of the guards on site, including sleeping
on duty, inappropriate interaction with residents, and
a general failure to perform their duties. My own
opinion is that such incidents usually result from a
lack of oversight/supervision and a poor quality
control program.<F1>
<F1>
Unpublished letter of 8/10/95 by Regional Contracting Director
Keith Surber, with over 15 years experience in government
contracting, to Borg-Warner CEO Trauscht. None of the authors or
publications cited herein are participants in this
proxy solicitation, and have neither been consented nor been
consulted regarding citation in these proxy materials.
<PAGE>
In Florida, the Orlando Sentinel recently completed a 6-month
investigation of guards hired to protect the state's rest stops
in the wake of highly-publicized attacks on tourists. The
published article included the following:
A Charlotte County deputy sheriff lost his badge and
gun in January 1993 when a doctor diagnosed him as
emotionally unfit. Supervisors said he avoided
confrontations with criminals by hiding out for hours
in a convenience store. 'Under stressful or crisis
situations, [he] becomes very nervous, jittery and
loses control and cannot effectively function as a law
enforcement officer,' his sergeant wrote. Added a
captain, 'To continue his employment at this point
would only place us in a high liability area and may
get someone hurt.' The man now works for Borg Warner
Protective Services at an Interstate 4 rest area.
Other Borg-Warner guards include a former Lake City
police officer who was fired when he beat two women and
a former Auburndale police officer who was fired then
allowed to resign after a disagreement at a bar.
Borg-Warner Protective Services, which guards rest
areas in most of the state, cannot afford to inspect
personnel files of former law enforcement officers,
said president J.P. Hall. He said he will continue to
check references by telephone even though he
acknowledged that most employers won't discuss problem
employees.
'We don't go back and go through their personnel
files,' said Borg-Warner's Hall. 'We have no reason to
do that.'<F2>
<F2>
"Fired Officers guard state rest stops; security companies
usually don't check work histories," by Christopher Quinn and
Mark Vosburg, The Orlando Sentinel, August 27, 1995.
<PAGE>
In our view, shareholders need to have more information about
Borg-Warner's hiring and supervision practices so they can learn
how much risk, if any, they run from further negative publicity
about Borg-Warner guards.
We do not have access to information as to know what was
done by management to investigate McVeigh's background, and
nothing herein may be construed as accusing management of any
lapse.
Shareholders simply deserve more information: that is all
the proposal calls for. This proposal is a recommendation and
shareholder approval would not be legally binding on the board.
CONFIDENTIALITY OF YOUR VOTE
Our staff will keep the content of all proxy cards
confidential, except they will presented for counting at the
meeting. If you respond to the enclosed survey, our staff will
keep confidential any information identifying you and use it
solely to confirm the survey's validity and for communications
regarding shareholder voting issues.
VOTING RIGHTS AND PROCEDURES:
You can still vote for these proposals even if you already
sent in the proxy card you received from the company. Only the
last-dated proxy card counts. THE COMPANY PROXY CARD PREVIOUSLY
SENT YOU DOES NOT ALLOW YOU TO VOTE ON THIS PROPOSAL, BUT INSTEAD
GIVES MANAGEMENT DISCRETION TO VOTE AGAINST IT. The only way to
vote for the proposal are (1) to use the enclosed proxy card, (2)
attend the meeting and vote in person, or (3) if management
resolicits you with a card allowing you to direct its vote. We
asked management to include the proposal on its card but it
refused to do so. If you would prefer to vote on the proposal
using management's card, you may wish to contact Ned Lewis,
Corporate Secretary at 200 S. Michigan Avenue, Chicago IL 60604,
(312) 322-8509.
The enclosed proxy card grants no discretionary authority:
if matters come before the meeting which are not set forth in the
Company's proxy statement or this proxy statement (which we do
not anticipate), we will not vote your shares on those matters. A
proxy can be revoked at any time prior to its being counted
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. All holders of common stock as of March 5, 1996 are
entitled to vote. Approval of our proposal requires the vote of
a majority of shares voted. If you sign the enclosed card but do
not direct us how to vote on the proposal we will vote FOR our
proposal and not vote on any other matters. We incorporate herein
by reference the discussion in the Company's proxy statement of
voting procedures and outstanding securities.
ELECTION OF DIRECTORS AND OTHER MATTERS TO BE VOTED / SECURITY
OWNERSHIP OF DIRECTORS AND OFFICERS
We incorporate by reference the information in the Company's
proxy statement on these matters. We make no recommendation on
how to vote in the directors election or on management's proposal
to amend the 1993 stock incentive plan.
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 December 17, 1996. Feel free to contact us
if you would like more information about shareholder proposals.
<PAGE>
SOLICITATION
The costs of this solicitation are being borne by the
Teamsters General Fund, part of the International Brotherhood of
Teamsters (IBT). The Fund owns 100 shares of company stock.
Proxies will be sought by mail, fax, telephone and personal
interview. The cost of proxy solicitation is estimated at $2000.
IBT intends to use regular staff rather than specially-engaged
proxy solicitors. IBT won elections to represent employees of the
Company's Pony Express Courier unit in certain locations, but no
contract has yet been negotiated. No strike or picketing is
occurring now.
THANK YOU FOR VOTING FOR THE SHAREHOLDER PROPOSAL FOR A REPORT TO
SHAREHOLDERS ON SECURITY GUARD HIRING AND SUPERVISION
PLEASE RETURN THE ENCLOSED SURVEY AND PROXY CARD TO
Teamsters General Fund
25 Louisiana Ave. N.W.
Washington D.C.
fax 202-624-6833<PAGE>
<PAGE>
<PAGE>
PROXY
SOLICITED BY TEAMSTERS GENERAL FUND
for
ANNUAL MEETING OF SHAREHOLDERS
BORG-WARNER SECURITY CORP.
April 16, 1996
The undersigned shareholder hereby appoints Bill Patterson
and Bartlett Naylor proxies, with full power of substitution, to
vote the undersigned's stock at Borg-Warner's annual meeting, and
at any adjournments thereof, as directed below. This proxy grants
no discretionary voting authority.
We urge a vote FOR our proposal, item 1. We make no
recommendation on the other matters.
(1) SHAREHOLDER PROPOSAL ASKING FOR REPORT TO SHAREHOLDERS ON
SECURITY GUARD HIRING AND SUPERVISION
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) ELECTION OF DIRECTORS:
Nominees: Donald C. Trauscht, Robert A. McCabe, Alexis P.
Michas, Andrew McNally, Arthur Golden
VOTE FOR ALL nominees except those written below [ ]
WITHHOLD from all nominees [ ]
______________________
(3) To amend the Company's 1993 stock incentive plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(4) To ratify the appointment of Deloitte & Touche LLP as
auditors
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 ___________
PRINT NAME ________________________________
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>
<PAGE>
TEAMSTERS GENERAL FUND
SURVEY OF BORG-WARNER SHAREHOLDERS
THIS IS A VOLUNTARY SURVEY, NOT A PROXY: PLEASE RETURN IT
EVEN IF YOU DO NOT FILL OUT A PROXY.
1. Do you support the proposal calling for management to report
to shareholders on its security guard hiring and supervision?
Yes _____ No ____ Undecided ________
If you wish to vote on this proposal, you need to use a proxy
card or attend the meeting.
2. Do you support the provisions of the Company's top executive
employment agreements which allow them to voluntarily quit in
certain circumstances and receive up to 2 years' severance pay?
Yes _____ No ____ Undecided ________
3. Do you believe a greater proportion of top executive
compensation at Borg-Warner should be based on performance rather
than salary?
Yes _____ No ____ Undecided ________
4. What is your opinion of the total compensation received by the
Company's top executives?
Just Right ____ Too High ___ Too Low ___ No Opinion ___
5. 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: IBT, 25 Louisiana Ave., Washington D.C. 20001 fax 202-
624-6833
