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)
[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.
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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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and state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
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PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR SHAREHOLDER REVIEW OF POLICY OFFERING GOLDEN PARACHUTES TO
EXECUTIVES WHO RESIGN
U.S. WEST, INC.
Annual Stockholders Meeting
May 7, 1996 __m.
Coliseum
Ames, IOWA
Date sent to shareholders:
March 21, 1996
UFCW 99R
2501 W. Dunlap Ave.
Phoenix AZ 85021
Dear Fellow U.S. West Shareholder:
We urge you to vote FOR our shareholder proposal concerning
the Board's current golden parachutes which allow the top 5
executive officers to recover three years' severance pay for
quitting their jobs after any one of a number of job changes
following a change in control.
At the shareholders meeting we will make 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 for doing well by
shareholders, or helped when they get fired, but should
not be rewarded for voluntarily quitting 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
the SEC Reading Rooms, from commercial services such
as Disclosure, Inc. (800-638-8241), or from us. We undertake to
mail you a copy without charge by first class mail within one
business day of your written or oral request directed to UFCW 99
Information Services, 2501 W. Dunlap Ave., Phoenix AZ 85201, tel.
(602) 997-8000.
In our view, paying officers who quit after a change in control
cannot be squared 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.
In our opinion, paying executives for quitting after a change in
control encourages them to do exactly that.
Management has disagreed with our proposal, asserting such
protection is expected by those seeking jobs as executive officers.
However, practically speaking, how many people base a job decision
upon how much they would get if they later quit?
The current policy extends to all 5 of the top executive
officers. We do not know whether it extends to more. In our view,
the rank-and-file's morale and productivity suffers if their top
management is protected this way but they have nothing comparable.
We believe shareholders would prefer to have the company's
workforce encouraged to be flexible about changing job duties,
titles or locations after a change in control rather than expect to
be able to quit in response to such changes and receive 3 years'
pay. In our opinion, the current policy sends the wrong message.
Some shareholders feel that any form of golden parachute is
improper because it penalizes shareholders for exercising their
legal right to change control by approving a merger or tender
offer. Others want to pay severance to top 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 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.
We in no way suggest US West is doing something here which
other companies are not doing (though golden parachutes at some
other companies do not pay those who quit, or have narrower grounds
for doing so). In our opinion, the fact that other companies'
boards have done something similar is a poor excuse. Management
lawyers have also contended the policy simply deals with
"constructive terminations" or "involuntary quits." However, we
think the long list of possible job changes in the current
agreements goes beyond what a court would say forced a person to
quit.
This proposal is framed as a recommendation in order to avoid
any legal dispute. Shareholder approval would not bind
the Board of Directors. We in no way suggest the Board could
unilaterally rewrite the current executives' change-in-control
agreements. However, we believe that as a practical matter, the
Board and these executives would not ignore a recommendation
approved by most shareholders.
VOTING PROCEDURE AND VOTING RIGHTS
There are several ways of voting on this proposal:
(1) You can return the enclosed proxy card. If you have already
voted on the company's card, you can still vote using the enclosed
card (only the last-dated proxy counts).
(2) You can vote in person at the shareholders meeting. The
meeting will take place on May 7, 1996, at the Coliseum in Ames
Iowa.
(3) We asked management to include the golden parachute
proposal on its proxy card, but management declined. 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
MANAGEMENT MIGHT TRY TO VOTE THE CARD AGAINST OUR PROPOSAL. We are
hopeful you will receive a second card from management allowing you
to return your proxy to management but still be able to direct how
it will vote your shares on the proposal. If you would like to be
able to vote on management's card, you may wish to contact Charles
P. Russ III, General Counsel & Secretary, U.S. West, 7800 E.
Orchard Blvd., Englewood CO 80111. Tel. (303) 793-6500, Fax (303)
784-5232.
You may revoke a proxy 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.
We will keep the content of all cards we receive confidential
(except from our agents and from the Company's transfer agent which
counts the votes). The Company has a policy of confidential voting
by shareholders.
The enclosed proxy card grants no discretionary voting
authority: if a matter not listed therein comes before the meeting
(which we do not anticipate as the Company's bylaws require prior
notice thereof), we will not vote your shares on that matter. If
you sign the enclosed card but do not direct us how to vote on the
proposal we will vote FOR the proposal, FOR the reelection of
directors, FOR reappointment of the auditors and ____. All holders
of common stock as of the record date of ___________ are entitled
to vote. We incorporate herein by reference the discussion in the
Company's proxy statement of voting requirements and outstanding
securities (pp. 1-2).
SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which owns 47 shares of
common stock in U.S. West Communications Group. We expect to spend
$2000 on this solicitation. We will not have specially engaged
proxy solicitors but will use our regular staff. We will solicit
proxies by mail, telephone, and fax. 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 are organizing Albertson's employees
and faced with management opposition through means we feel
improper. U.S. West executive A. Gary Ames sits on Albertson's
Board of Directors. We are pursuing shareholder proposals at other
companies similarly connected to Albertson's. Regardless of the
outcome of Albertson's labor relations or Ames continuing to sit on
its board, at the U.S. West shareholders meeting we will present
the proposal concerning golden parachutes and all proxies we
gather.
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 November
__, 1996. Feel free to contact us if you would like more
information about shareholder proposals.
EXECUTIVE COMPENSATION/ SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS/ ELECTION OF DIRECTORS / OTHER MATTERS FOR
SHAREHOLDER VOTE
We incorporate herein by reference the information on these
matters contained in the Company's proxy statement. We make no
recommendation as to the directors election.
PLEASE VOTE FOR SHAREHOLDER REVIEW OF THE GOLDEN PARACHUTE POLICY
PRIOR TO PAYING SEVERANCE TO EXECUTIVE OFFICERS WHO QUIT.
Sincerely,
William McDonough
President UFCW 99R
PLEASE RETURN THE ENCLOSED SURVEY AND PROXY CARD TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ
PROXY
SOLICITED BY UFCW 99R for
U.S. WEST, INC.
ANNUAL MEETING OF SHAREHOLDERS
May 7, 1996
The undersigned shareholder hereby appoints William
McDonough proxy (with full power of substitution) to vote the stock
held by the undersigned at the annual meeting of U.S. West, and at
any adjournments thereof, in accordance with the instructions
below. The undersigned grants no discretionary voting authority.
We recommend a vote FOR proposals 1 and 3.
(1) PROPOSAL RECOMMENDING SHAREHOLDER REVIEW OF GOLDEN PARACHUTES
FOR EXECUTIVES WHO RESIGN
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) ELECTION OF DIRECTORS:
Nominees: Pierson Grieve, Allen Jacobson, Richard McCormick,
Marilyn Carlson Nelson
FOR all nominees [ ]
WITHHOLD from all nominees [ ]
FOR all except [list]:_________________________________
(3) REAPPOINTMENT OF 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 ___________
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 the company should have a golden parachute policy
for executives terminated as a result of shareholders changing
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