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:
[ ] Preliminary Proxy Statement
[X ] 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
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[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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[ ] Check box if any part of the fee is offset as provided by
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Date Filed: _______________________________
Date sent to shareholders: April 6, 1996
UFCW 99R
2501 W. Dunlap Ave.
Phoenix AZ 85021
(602) 572-2149
SHAREHOLDER ALERT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR SHAREHOLDER REVIEW OF GOLDEN PARACHUTES TO EXECUTIVES WHO
QUIT U.S. WEST, INC.
Annual Stockholders Meeting
June 7, 1996
Coliseum
Ames, IOWA
Dear Fellow U.S. West Shareholder:
We urge you to vote FOR our shareholder proposal concerning
the Board's current golden parachutes: these allow the top 5
executive officers to recover three years' severance pay for
quitting their jobs if their working conditions change 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 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 perhaps helped when they get fired, but should
not be rewarded for quitting.
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";
* "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";
* "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";
* "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";
* "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".<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 -- given
that changes in control often involve some "diminution in the
status or responsibilities" of top executives (or another one of
the changes listed in the policy).
Some backers of such policies assert that such policies are
standard in industry and expected by those seeking jobs
as executive officers. However, practically speaking, how many
people base a job decision upon how much they can get if
they later quit? How good an excuse is it that other companies
do something similar, when many have boards which (like
U.S. West's) comprised primarily of senior executives of large
companies? Some other companies' golden parachutes do not
pay executives who quit, or have narrower grounds for doing so
than at U.S. West.
The current policy extends to all 5 of the top executive
officers. We do not know whether it extends to more. We
believe shareholders would prefer to have their company's
employees encouraged to be flexible about changing job duties,
rather than expect to be able to quit in response to such changes
and receive several years' pay. In our opinion, the current
policy sends the wrong message.
Isn't US West's executive compensation sufficiently high to
compensate executives for the risks involved in a change in
control? Here is a summary of this compensation in 1994, taken
from the Company's proxy statement:
Name/Title Total Salary & Bonus # of Stock
Awarded Options
Richard McCormick, Chmn. $1,260,000 100,000
A Gary Ames, CEO Commun.
Group $740,000 55,000
Charles Lillis, Exec.VP $748,000 55,000
Richard Callahan, Exec.VP $665,000 35,000
Charles Russ, Exec.VP $531,667 25,000
Some shareholders feel that any form of golden parachute is
improper because it burdens shareholders' exercise of
their legal right to change control. Others do not mind paying
severance to top managers who are fired due to a change in
control. Our proposal is not addressed to severance pay for those
who are fired. Rather, the only 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 the current policy makes sense, all this
proposal seeks is shareholder approval of such a policy
prior to any such payments being made. Let's have shareholders
decide.
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
You can vote in person at the shareholders meeting or by
proxy. If you wish to vote by proxy, please return the
enclosed survey requesting our proxy card. This card has not yet
been released because management has not yet announced
the nominees for election as 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 to date it has declined to do so. If
you would prefer to use management's card to vote on our
proposal, you may wish to complain to 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.
READ THE COMPANY'S CARD CAREFULLY BEFORE SENDING IT IN. IF
IT GIVES MANAGEMENT DISCRETIONARY AUTHORITY TO VOTE ON "ALL OTHER
MATTERS" WITHOUT PROVIDING BOXES WHICH ALLOW YOU TO DIRECT ITS
VOTE ON THE PROPOSAL, BY SIGNING THAT CARD YOU MAY BE GIVING
MANAGEMENT DISCRETION TO VOTE AGAINST THE PROPOSAL.
Our staff will keep the content of all cards we receive
confidential (except from the Company's transfer agent
which counts the votes, and the Company has a policy of
confidential voting by shareholders). 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 concerning shareholder
voting issues. The record date determining eligibility to vote
will be in the company's proxy statement. A vote of a majority
of shares represented at the meeting is required to pass the
proposal.
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 are a
non-profit organization representing grocery employees in
Arizona. We have no interest in bargaining for 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 in the
Company's forthcoming proxy statement. Feel free to contact us
if you would like more information about shareholder
proposals.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS/ELECTION OF
DIRECTORS/OTHER MATTERS FOR SHAREHOLDER VOTE
Information on these subjects will be contained in
management's forthcoming proxy statement. We make no
recommendation as to the directors election or other voting
matters. 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 TO: UFCW 99R, 2501 W. Dunlap
Avenue, Phoenix AZ, 85021
(602) 572-2149
UFCW SURVEY OF U.S. WEST SHAREHOLDERS
[ ] I WOULD LIKE TO RECEIVE YOUR PROXY CARD INCLUDING THE
PROPOSAL CONCERNING GOLDEN PARACHUTES.]
THE FOLLOWING IS A VOLUNTARY SURVEY, NOT A PROXY: PLEASE
RETURN EVEN IF YOU DO NOT FILL OUT A PROXY
1. Do you support having shareholder review of the Company's
policy promising golden parachutes to executives who quit in
response to specified job changes after a change in control?
Yes _____ No ____ Undecided ________
To vote on this shareholder proposal, you need to fill out a
proxy card or vote in person.
2. Do you believe the company should have a golden parachute
policy for executives terminated after shareholders change
control?
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