SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)
240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
HERITAGE MEDIA SERVICES CORP.
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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 SECRET BALLOT
SHAREHOLDER VOTING
at HERITAGE MEDIA CORPORATION
Annual Stockholders Meeting
May 1997
Dear Fellow Heritage Shareholder:
This is to alert you to an upcoming vote on a shareholder
proposal recommending Heritage adopt a policy of confidential
shareholder voting.
Secret ballot voting for shareholders is provided at
hundreds of companies. It also is how union officials and
most government officials are elected. In our view, voting should
be a private matter.
Shareholders often have business or personal relationships
with members of the Board which go beyond owning Heritage stock.
For example, Heritage employees, insurers and banks may own stock
in their own names and may fear retaliation from voting against
management's recommendation.
We do not 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.
Other companies' managements have argued against
confidentiality by claiming shareholders can obtain
confidentiality by placing their stock in the name of a broker
or other nominee. If your stock is being held in someone else's
name on the company books, you alone are the best judge of
whether you can rely on the record owner to keep your
confidences. If you are the record owner yourself, you avoid
possible brokers' maintenance fees. You may be able to get
shareholder materials faster. Record owners have enhanced legal
rights under state corporation law, such as the right
to inspect corporate records. Record owners 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 through plan trustees the
stock they own through the plan. Employees should
be allowed to buy stock outside the plans without giving up
confidentiality in the process.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company adopt a
policy of confidential shareholder voting, with the only
exceptions being (1) access by independent inspectors of election
or company clerical staff solely for purpose of tallying the vote
at the meeting, and (2) during proxy contests, if management's
opponents do not agree to keep their proxy cards confidential in
the manner described above.
VOTING PROCEDURE AND VOTING RIGHTS
We have asked management to include this proposal in the
proxy card it will be sending you, but do not know whether it
will do so. 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 (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 100 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.
Heritage director Clark Johnson is also an Albertson's director.
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. Even if these labor problems are
resolved, we will present your proxy cards at the shareholders
meeting. We have pursued (and will pursue) confidential voting
and similar proposals at other companies similarly connected to
Albertson's.
RECORD DATE/SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS/FUTURE
PROPOSALS
Information on these subjects will be contained in
management's forthcoming proxy statement.
PLEASE VOTE FOR THE PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING
Sincerely,
William McDonough
President UFCW 99
