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:
Albertson's, Inc.
Name of Person(s) Filing Proxy Statement:
United Food & Commercial Workers Union, Local 99R
Payment of Filing Fee (check the appropriate box)
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14a-6(j) (2).
[ ] $500 per each party to the controversy pursuant to Exchange
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[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
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2) Aggregate number of securities to which transaction
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PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSALS FOR CONFIDENTIAL SHAREHOLDER VOTING AND
DECLASSIFICATION OF THE BOARD OF DIRECTORS AT
ALBERTSON'S, INC.
Annual Stockholders Meeting
May 24, 1996 10am
Center on the Grove
850 Front Street
Boise ID
Date sent to shareholders:
March 26, 1996
UFCW 99R
2501 W. Dunlap Ave.
Phoenix AZ 85021
(602) 572-2149
Dear Fellow Albertson's Shareholder:
When you get a proxy card in the coming weeks, we urge you
to vote FOR our shareholder proposal to allow Albertson's
shareholders to vote by secret ballot, and FOR the shareholder
proposal to declassify the Board and thus have annual election of
all directors.
Hundreds of companies allow their shareholders to vote
confidentially. 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 or personal relationships
with management which go beyond owning Albertson's stock. For
example, an Albertson's employee, bank or insurance company may
fear losing their livelihoods if they vote stock held in their
name differently than management's recommendation.
We in no way 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.
On what issues might Albertson's shareholders wish to be
free to vote confidentially in disagreement with management? For
example:
(1) The members of the Board's compensation committee in
1994 consisted of Albertson's salaried executive committee
chairman Warren McCain (retired Albertsons CEO), and four
directors from other companies (all among the 5 highest-paid of
their companies). One of these companies did business with
Albertson's. There was no one on that committee from outside the
arena of similarly-high-salaried corporate executives. In FY1994
Albertson's CEO Gary Michael received more than $1,100,000 in
compensation beyond stock options. His salary was $655,500. Both
were up from FY1993. The company recently fought the IRS all the
way to the Supreme Court on the issue of deducting expenses of
management-only nonqualified benefit plans.
(2) Albertson's has a "classified" board, meaning each year
shareholders only get to vote on one-third of the seats on the
board. Many companies instead have annual election of all
directors. Another Albertson's shareholder has made a
shareholder proposal this year to declassify the board: that is,
have annual election of all directors. (We urge you to vote FOR
this proposal.)
Regardless of whether you agree with management's position
on these issues, we think you will agree that shareholders should
not have to fear management pressure as a result of voting in
disagreement with management.
Management has not advised us of its position on this secret
balloting proposal. Some companies' managements have argued
against secret ballot voting by claiming shareholders can get
confidentiality by placing their stock in the name of a broker or
other nominee. If you own through someone else, you are the best
judge of whether you can rely upon them to keep your confidences.
If instead you are the record owner, 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 all this up 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 shares held in those plans through
the plan's trustees. These employees should be able to buy stock
outside the plans without having to give up confidentiality in
the process.
All shareholders deserve a secret ballot vote.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company provide
secret ballot voting for shareholders, excepting disclosure
to independent inspectors of election, disclosure to
management of comments made to management on proxy cards, or
disclosure required by law.
This proposal would not keep management from receiving address
changes or learning whether or not you returned a card: the only
think it would keep confidential is how you voted. This proposal
is phrased as a recommendation to avoid litigation over
shareholders' authority to impose it on the Board, and thus
shareholder approval of the proposal would not bind the Board.
However, we believe that as a practical matter, the board would
not defy a recommendation approved by most shareholders.
VOTING PROCEDURE AND VOTING RIGHTS
You can vote in person at the shareholders meeting on May
24, 1996. If you instead wish to vote by proxy, PLEASE RETURN THE
ENCLOSED SURVEY REQUESTING A PROXY CARD. Our proxy card has not
yet been released because management has not yet announced its
nominees for election to director nor any other proposals. We
will send you a complete proxy statement and proxy card as soon
as the information is available. Our card will not grant us any
discretionary voting authority, but instead will allow you to
direct how your shares are voted on all matters listed.
THE COMPANY'S CARD MIGHT OMIT OUR PROPOSAL. We asked
management to include it but it has not said whether it will
do so. We believe management's card will include the declassified
board proposal. If you would prefer to vote on our proposal using
management's card, we suggest you complain to Kaye L. O'Riordan,
Corporate Secretary, Albertson's, 250 Park Center Dr., Boise ID
83726. Tel. (208) 385-6200; Fax (208) 385-6575.
READ THE COMPANY'S CARD CAREFULLY BEFORE YOU SEND IT IN: IF
IT GIVES MANAGEMENT DISCRETIONARY AUTHORITY TO VOTE AGAINST
SHAREHOLDER PROPOSALS WITHOUT LETTING YOU DIRECT MANAGEMENT'S
VOTE ON OUR PROPOSAL, BY SIGNING THAT CARD YOU WILL BE LETTING
MANAGEMENT VOTE AGAINST THE PROPOSAL.
Only the latest-date proxy card counts. 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.
We will keep the content of all cards we receive
confidential until the meeting from everyone except our staff. At
the meeting the cards must be presented to the company's
tabulator in order to be counted. Our staff will keep
confidential any information on survey responses which identify
you and will use this information solely to confirm the survey's
validity and to communicate regarding shareholder voting issues.
Approval of the proposal requires a vote of the majority of
the shares represented at the meeting. The company advised us
all holders of common stock as of 4/9/96 will be entitled to
vote.
SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which owns 43 shares of
company common stock. We expect to spend about $2000 on the
solicitation. We represent employees in the Arizona retail
food industry, and have one Albertson's store under contract. We
are organizing other Albertsons stores over management
opposition. We feel management's opposition has taken improper
forms. However, we do not ask for your support in that dispute.
We have refrained from picketing or encouraging a consumer
boycott. Even if this labor problem is resolved, we will present
the proposal and your proxy cards at the shareholders meeting. We
are pursuing similar shareholder proposals at other companies
connected to Albertson's through their boards.
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 appear in
the Company's forthcoming proxy statement. Feel free to contact
us if you would like more information about the shareholder
proposal process.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS / ELECTION
OF DIRECTORS / OTHER MATTERS FOR SHAREHOLDER VOTE
Information on these subjects will be contained in
management's forthcoming proxy statement. We know of no contest
for the board of directors, and make no recommendation on the
election.
PLEASE VOTE FOR THE PROPOSALS FOR SECRET BALLOT VOTING
AND ANNUAL ELECTION OF ALL DIRECTORS.
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED SURVEY TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ
UFCW SURVEY OF ALBERTSON'S SHAREHOLDERS [this is a voluntary
survey, not a proxy]
[ ] Check here if you would like us to send you our proxy card
when available (fill out name and address below).
SURVEY OF SHAREHOLDER OPINION (return even if you do not want our
proxy card):
1. Do you support the idea of confidential voting for
shareholders?
Yes _____ No ____ Undecided ________
If you want to vote for such a proposal, you need to vote in
person or by proxy at the shareholders meeting.
2. Do you support the idea of annual election of all
directors?
Yes _____ No ____ Undecided ________
If you want to vote for such a proposal, you need to vote in
person or by proxy at the shareholders meeting.
3. Do you believe compensation of the Company's top executives
should be based more on stock performance than salary?
Yes ____ No _____ Undecided _______
4. Do you support broadening the composition of the compensation
committee of the Board of Directors to include persons other than
corporate executives?
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 ________
Record Owner name and address (if not above): _______________
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85021