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:
Pier 1 Imports, Inc.
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:
_____________________________________________________________
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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2) Form, Schedule or Registration Statement No:
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Date Filed: _______________________________
PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING AT
PIER 1 IMPORTS, INC.
JUNE 1996 ANNUAL STOCKHOLDERS MEETING
Date of distribution to shareholders:
March 15, 1996
UFCW 99R Pier 1 Imports, Inc.
2501 West Dunlap Avenue 301 Commerce St., Suite 600
Phoenix, AZ 85021 Ft. Worth, Texas 76102
Dear Fellow Pier 1 Shareholder:
We urge you to vote FOR our shareholder proposal to have
secret ballot voting for Pier 1 shareholders.
Thousands of companies have confidential voting. Voting for
leadership is, in our view, a private matter. Secret ballot
voting is how union officials and most government officials are
elected.
Shareholders often have business and personal relationships
with members of the Board which go beyond owning Pier 1 stock:
for examples, Pier 1 employees or banks or insurance companies
which rely on Pier 1 for an income may fear voting their stock
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.
We feel all shareholders deserve the confidentiality
accorded 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 and not have to give up confidentiality in the
process.
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.
On what issues might shareholders and management disagree,
making confidentiality particularly important? Some examples:
(1) GOLDEN PARACHUTES: Pier 1 has so-called "post-employment
consulting agreements" which allow an executive to quit his Pier
1 job for a variety of reasons and then collect "consulting fees"
for up to 24 months. This golden parachute can be triggered by
quitting because of a reduction in title, relocation of the
executive's office more than 50 miles, or reduction in base
salary or benefits not meted out to all similarly-situated
employees. Some shareholders may feel executives should be paid
well for doing well by shareholders, or perhaps cushioned from
the blow of discharge, but should not be rewarded for voluntarily
quitting.
(2) POISON PILL: Management enjoys the benefit of a so-called
"share purchase rights plan" (poison pill), enacted without
shareholder approval, by which a takeover opposed by management
can be resisted through the issuance of new stock. A number of
companies have recently abandoned similar poison pills.
(3) AUDITING PERFORMANCE: The Company recently lost $20 million
in funds which it had invested with Capital Insight, an
investment manager. This manager also handled personal accounts
for Chief Financial Officer Herndon (discharged after this came
out) and for a company headed by Pier 1 director Red Scott. In
the year ending 2/95, the audit committee of Pier 1's board met
twice. Also, that committee included directors Scott and Berman:
Scott heads Actava Group, while Pier 1 CEO Clark Johnson was on
Actava's board. Berman was with Smith Barney which received
business from Pier 1, and his brother's investment fund received
management fees from Pier 1.
Some shareholders might wish a more active or more independent
audit committee.
Given the number of serious issues here which shareholders
may wish to address at the ballotbox, we believe confidential
voting makes sense.
<F1>
We made proposals on these subjects but at this time do not
intend to solicit proxies therefor.
[FN]
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company extend its
policy of confidential voting to the situation where there
is a proxy solicitation in opposition to the Board of
Directors (exempted from the Company's current confidential
voting policy).
Shareholder approval of this proposal would not bind the board to
adopt confidential voting. 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 our 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 VOTE IN THE
DIRECTORS ELECTION AND ON 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 exact
date and place of the meeting have not been announced yet, but
last year's was in June 22nd in Ft. Worth.
(4) Hopefully management's forthcoming proxy card will give you
an opportunity to vote on this proposal. We asked management to
do this and believe it is legally required. 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 DIRECT MANAGEMENT'S VOTE ON THIS PROPOSAL, BY
SIGNING MANAGEMENT'S CARD YOU WILL BE CANCELLING YOUR VOTE FOR
THIS 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 (p.1).
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 any shareholder who has 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 in
November 1996 (assuming another May meeting date). 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 148 shares of
company stock. We have no interest in representing Pier One
employees, nor are aware of any labor dispute at Pier One. We
are a non-profit organization representing primarily grocery
employees in Arizona.
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 SECRET BALLOT VOTING FOR SHAREHOLDERS.
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED SURVEY AND PROXY CARD TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ
PROXY
SOLICITED BY UFCW 99R
PIER 1 IMPORTS, INC.
ANNUAL MEETING OF SHAREHOLDERS
June 1996
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the annual meeting of Pier One 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 CONFIDENTIAL SHAREHOLDER VOTING
FOR [ ] AGAINST [ ] ABSTAIN [ ]
SIGNATURE ________________________________ DATE ___________
SIGNATURE ________________________________ DATE ___________
_____________________ ___________ ______________
ACCOUNT NO./SSN # OF SHARES TEL. NO./FAX NO.
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. IF YOU ARE NOT THE RECORD OWNER OF THIS STOCK, PLEASE LIST
THE NAME AND ADDRESS OF THE RECORD OWNER:
____________________________________________
SURVEY OF PIER ONE 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 placing the Company's poison pill up for
shareholder vote?
Yes ____ No _____ Undecided _______
3. Do you support putting the Company's "Post-Employment
Consulting Agreement" (executive severance plan) up for a
shareholder vote?
Yes ____ No _____ Undecided _______
4. Do you believe management compensation 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