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:
Pope & Talbot, 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:
____________________________
2) Form, Schedule or Registration Statement No:
______________________________
3) Filing Party: _________________________
Date Filed: _______________________________
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING AT
POPE & TALBOT INC.
Annual Shareholders Meeting
April 30, 1996 2 p.m.
Riverplace Alexis Hotel
1510 Southwest Harbor Way
Portland Oregon
Date sent to shareholders:
March 27, 1996
UFCW 99R
2501 W. Dunlap Ave.
Phoenix AZ 85201
(602) 572-2149
Dear Fellow Pope & Talbot Shareholder:
We urge you to vote FOR our shareholder proposal for
confidential shareholder voting at Pope & Talbot.
Hundreds of companies provide confidential voting for
shareholders. Voting for leadership is, in our view, a private
matter.
Secret ballot voting is how union officials and most
government officials are elected. It is how
employee-shareholders of other companies vote their stock.
Shareholders should have the right to vote as they see fit
without having anything to fear. We in no way suggest management
has threatened to retaliate against shareholders. However,
shareholders often have business or personal connections with
members of the Board which go beyond owning Pope & Talbot stock.
For example, stock may be owned by some person or business which
works for Pope & Talbot and may fear what would happen to their
livelihood if they vote stock against management's
recommendation.
Some shareholders do not wish to vote for a corporate
governance proposal unless they are dissatisfied with company
performance. The annual report you recently received from Pope &
talbot states that in 1995 it lost $24.8 million, or $1.86 per
share, "the largest loss in the Company's history." Here is the
stock performance data from the graph in the Company's 1996 proxy
statement:<F1>
POPE & TALBOT STANDARD & POORS 500 PAPER/FOREST PROD.
1990 100 100 100
1991 109.5 130.55 132.23
1992 119.3 140.72 145.96
1993 221.65 154.91 166.07
1994 126.85 157.39 167.62
1995 111.29 216.42 184.47
<F1>This chart compares the yearly percentage change in the
cumulative shareholder return on the Company's common stock
during the five fiscal-year period ended December 31, 1995 with
the cumulative total return on the S & P 500 Index and the Value
Line Paper & Forest Products Index for that same period. The
comparison assumed $100 was invested on December 31, 1990 in the
Company's common stock and in each of these indices and assumes
reinvestment of dividends.
Why should shareholders care about their freedom to
disagree with management confidentially? There may be issues
where you disagree with management: for example, Pope & Talbot's
top management currently enjoys golden parachutes which allow
them to receive 2.99 years' worth of severance pay and benefits
if terminated within 18 months after a change in control. <F2>
Such pay is also offered if the executive voluntarily quits in
response to a material reduction in his or her level of
responsibilities. Within the protected time period, a discharged
executive receives severance unless the reason for discharge
amounts to "having engaged in fraud or in any other intentional
misconduct adversely affecting the business reputation of the
Company in a material manner" (in other words, an executive
terminated for gross negligence would still be entitled to
severance). While similar golden parachutes are found at other
companies, we feel they are unfair to shareholders. Regardless
of how you feel on this issue, shouldn't shareholders be able to
vote on it confidentially as they see fit?
Pope & Talbot's management has not advised us of its
position on this proposal. 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 instead of having the stock listed in
one's own name on company records. If you are not the record
owner, you are the best judge of how much you can rely on your
nominee to keep your confidences. If instead you are the record
owner, you need not be concerned about possible brokers'
maintenance fees or possible delay in getting shareholder
materials. 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.
<F2>The agreements have been in effect for several years. Neither
we nor management are putting these severance arrangements up for
shareholder vote this year. We incorporate herein by reference
the full text of the golden parachute policy, pages 44-51 of
Exhibits to the Company's 1991 10K filing with the SEC. You may
obtain a copy of this document from SEC reference rooms,
commercial service such as Disclosure, Inc. (800-638-8241), or by
contacting us at the address and phone above. We undertake to
provide you a copy by mail within one business day of your
request.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL FOR SECRET BALLOT VOTING:
Resolved, that shareholders recommend the Company adopt a
policy of confidential shareholder voting, with exceptions
solely for independent inspectors of election to certify the
results of the vote, for disclosure required by law, or when
shareholders address comments to management on their proxy
cards.
This proposal is only a recommendation and would not be legally
binding on the board. However, we do not believe the board would
disregard a recommendation approved by a majority of
shareholders.
THIS SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which owns 100 shares of
Pope & Talbot common stock. We expect the solicitation will cost
about $2000. We have no interest in bargaining for
Pope & Talbot employees, nor are aware of any labor dispute at
Pope & Talbot. We are a non-profit organization representing
grocery employees in Arizona, and have been organizing
Albertson's employees over management opposition through means we
believe improper. Albertson's director Warren McCain is on Pope &
Talbot's board. We are not soliciting votes against his
reelection. We have made similar shareholder proposals at other
companies with similar connections to Albertson's. At the
shareholder meeting we will present the confidential voting
proposal and vote your proxy as you direct, regardless of the
outcome of Albertson's labor situation or whether McCain
continues on Pope & Talbot's board.
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 company's proxy statement for
the 1997 annual meeting will be November 9, 1996. Feel free to
contact us if you would like more information about how to pursue
a shareholder proposal.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVES / ELECTION OF
DIRECTORS / APPROVAL OF NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN /
REAPPOINTMENT OF ACCOUNTANTS
We incorporate herein by reference the information
on these matters contained in management's proxy statement. We
make no recommendation how to vote on these matters.
VOTING PROCEDURE
OUR PROPOSAL IS NOT ON MANAGEMENT'S CURRENT PROXY CARD.
There are several possible ways of voting on our proposal:
(1) You can return the enclosed proxy card (even if you have
already voted on management's card -- only the latest-dated proxy
card counts);
(2) You can vote at the meeting; or
(3) We asked management to include this proposal on its proxy
card but it refused. It is possible management may send you a
second proxy card which gives you a chance to vote on the
proposal. The Company's first proxy card gives management the
discretion to vote AGAINST the proposal. If you would like to
vote on our proposal using management's card, you may wish to
complain to Company Secretary Carlos Lamadrid, Pope & Talbot,
1500 S.W. First Avenue, Portland OR 97201. Tel. (503) 228-9161.
IF YOU HAVE ALREADY RETURNED A PROXY CARD TO MANAGEMENT, YOU CAN
CHANGE YOUR 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.
Until the meeting, we will keep the content of all cards we
receive confidential from everyone save our staff. At the meeting
the cards must be presented to the company's tabulator to be
counted, at which point under current policy management might
view them. Any information identifying you on the survey
responses will be kept confidential by our agents and be used
solely to confirm the survey's validity and to communicate about
shareholder voting issues.
The enclosed proxy card gives us no discretionary voting
authority. If matters other than those listed therein are
presented to the meeting (which we do not anticipate), we will
not vote your shares on those matters. If you sign the enclosed
card but do not direct us how to vote, we will vote FOR our
proposal and not vote on other matters. The record date is March
4,1996. We incorporate herein by reference the discussion in the
Company's proxy statement of voting procedures and outstanding
securities. Approval of our proposal would require the votes of a
majority of shares voted.
THANK YOU FOR VOTING FOR THE PROPOSAL 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
for ANNUAL SHAREHOLDERS MEETING OF
POPE & TALBOT INC.
April 30, 1996
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the annual meeting of Pope & Talbot, and at any
adjournments thereof, as directed below. The undersigned grants
no discretionary voting authority.
(1) SHAREHOLDER PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) ELECTION OF DIRECTORS
Nominees: Warren McCain; Robert Miller, Jr., Hugo Powell
FOR ALL NOMINEES [ ] WITHHOLD FROM ALL [ ]
To withhold authority to vote for any individual nominee, write
his name here:
(3) APPROVAL OF NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(4) RATIFICATION OF ACCOUNTANTS
FOR [ ] AGAINST [ ] ABSTAIN [ ]
SIGNATURE ________________________________ DATE ___________
PRINT NAME ________________________________ DATE ___________
ADDRESS ____________________________________________________
_____________________ ___________ _________________
ACCOUNT NO./SSN # OF SHARES TELEPHONE/FAX NOS.
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 BELOW:
UFCW SURVEY OF POPE & TALBOT SHAREHOLDERS
THIS IS A VOLUNTARY SURVEY, 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 ________
If you wish to vote on this proposal, you must vote send in a
proxy card or attend the meeting.
2. List anything you would like changed about the Company:
__________________________________
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