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:
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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Date Filed: _______________________________
UFCW 99R
2501 West Dunlap Avenue
Phoenix, AZ 85021
(602) 572-2149
PROXY STATEMENT
First sent to shareholders May 28, 1996
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSALS FOR (1) EXPERT REPORT ON MAXIMIZING SHAREHOLDER
VALUE AND (2) CONFIDENTIAL SHAREHOLDER VOTING
at
PIER 1 IMPORTS, INC.
Annual Stockholders Meeting
June 27, 1996 10am
Radisson Plaza Hotel
825 Main Street
Fort Worth TX
Dear Fellow Pier 1 Shareholder:
We urge you to vote FOR the proposal made by institutional
investor Mark Boyar asking management to engage an independent
investment bank to report to management and shareholders on ways
to maximize shareholder value. Mr. Boyar's proposal is in the
proxy statement and card you have already received from
management.
Not included in that card is our confidential shareholder
voting proposal. IN ORDER TO VOTE FOR OUR PROPOSAL FOR SECRET
BALLOT VOTING, YOU NEED TO FILL OUT THE ENCLOSED CARD OR ATTEND
THE MEETING (unless management is persuaded to give you a revised
card allowing you to direct its vote). If you have already voted
using management's card, that card purports to give management
discretion to vote as it wishes on this proposal. You can change
your vote by returning the enclosed card, voting at the meeting,
or notifying the company.
A. PROPOSAL OF MARK BOYAR RECOMMENDING INVESTMENT BANK STUDY ON
MAXIMIZING SHAREHOLDER VALUE
Mark Boyar is a New York investment manager whose firm (Mark
Boyer & Co.) held 350,000 shares of Pier 1 recently. He has no
connection to our organization. We agree with his critique of
Pier 1 management and his proposal, which is as follows:
RESOLVED, that we the shareholders of Pier 1 Imports, Inc.
request that the board of directors retain an independent
investment banker to evaluate and report to the board on
strategic options available to maximize shareholder value, a
summary of such report to be made available to shareholders
no later than three months prior to the 1997 annual meeting.
Mr. Boyar's remarks in the proxy statement appear to question
whether the stock would not have performed better were it not for
management "adopting a 'poison pill', awarding itself highly
generous bonuses, and placing some of its investment capital with
persons affiliated with a member of the board."
One might also include in such a list the following:
(1) LOST INVESTMENTS: The company recently lost $20 million
in funds it had placed with investment manager Jay Goldinger
(Capital Insight). Capital Insight also managed funds for Pier
1's CFO (since terminated) and for a company headed by Pier 1
director Charles R. ("Red") Scott.
(2) GOLDEN PARACHUTES: Pier 1's top executives have
so-called "Post-Employment Consulting Agreements." Unlike many
companies, the severance arrangements here apply even if there
has been no change in control. An executive can quit in response
to job changes and thereby become entitled to a two-year
consulting deal at his previous salary level. If he obtains a new
and better-paying job immediately, he still gets 50% of the
payments left in the 2-year period. This severance deal is also
triggered by a discharge for anything less than wilful
misconduct. Job changes which will trigger the right to receive
pay after quitting include any 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.
(3) EXECUTIVE COMPENSATION: CEO Clark Johnson received
compensation of $1,399,900 (plus stock options) in the most
recent fiscal year (ending 2/96).
Regardless of whether you agree or disagree with the
management decisions above, all Mr. Boyar's proposal requests is
a report from experts on what might maximize shareholder value.
Management's remarks in the proxy statement against this proposal
do not cite any harm which could arise from having such a report.
Such a report seems to us a conservative and responsible step. We
urge a vote FOR the Boyar proposal.
B. CONFIDENTIAL SHAREHOLDER VOTING
Hundreds of companies have some form of confidential voting:
Pier 1 has none. 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 income may fear voting stock
held in their names 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.
As noted above, there are a number of issues at Pier 1 as to
which shareholders and management might reasonably disagree. None
of those issues are up for a vote this year, and we have no plans
in this regard, but the possibility of such votes in the future
makes confidentiality a more pressing issue.
- ---------------------------------------------------------
Pier 1 management has not told us its position on
confidential voting, but other companies have argued against
similar proposals by claiming shareholders can get
confidentiality by placing their stock in the name of a broker or
other nominee. If you own stock through a broker or other
nominee, you are the best judge of whether you can rely on that
organization to keep your confidences. If instead you are the
record owner, you avoid possible brokers' maintenance fees, and
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 up all this just to have a secret ballot vote.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company adopt a
confidential voting policy for shareholders, to which the
only exceptions shall be disclosure to independent
inspectors of election, or as required by law. This shall
not be construed as preventing disclosure to management of
information other than how the proxy card has been voted,
such as address changes or comments.
THIS SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers ("UFCW") Local 99R, which is the record
owner of 148 shares of Pier 1 common stock. We expect our
soliciting expenses will be about $2000. We are a non-profit
organization representing employees in Arizona, primarily in the
grocery business. We are organizing Albertson's stores over
management opposition through what we feel are improper means.
Pier 1's CEO Clark Johnson is on Albertson's board of directors.
We have made similar shareholder proposals at other companies
similarly connected to Albertson's. We will present the secret
ballot proposal and vote your proxy as you direct, regardless of
the outcome of Albertson's labor situation or Johnson continuing
to sit on its board. We have sent a flier to each Pier 1 store
advising employees of their legal rights, but have no interest in
representing Pier One employees, nor are aware of any labor
dispute at Pier One.
VOTING RIGHTS AND PROCEDURE
At present, the only ways to vote on the confidential voting
proposal are to use the enclosed card or vote at the meeting. We
asked management to include our proposal on its card, but it
declined to do so, instead claiming in its proxy statement:
No other matters are scheduled to be presented for action at
the meeting other than the matters described in this Proxy
Statement. If any other business should properly come before
the meeting, the persons named in the proxy intend to vote
thereon in accordance with their best judgment.
Thus the proxy card you received from management purports to give
management discretion to vote as it wishes on our proposal. We
believe in these circumstances it would be unlawful for
management to use discretionary voting authority against our
proposal, but no litigation is planned and the outcome of any
such litigation is uncertain.
Our proxy card will not grant us any discretionary voting
authority: we will vote as you instruct us to vote. All holders
of common stock as of May 8, 1996 are entitled to vote. 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: J. Rodney Lawrence,
Secretary, Pier 1 Imports, 301 Commerce Street, Suite 600, Fort
Worth TX 76102, tel. (817) 878-8250; fax (817) 334-0191.
We will keep the content of all cards we receive
confidential (except from our staff) until the meeting. At that
point the cards must be presented to the company's tabulator in
order to be counted. Survey responses identifying you will be
used solely to confirm the survey's validity and for
communications concerning shareholder voting issues.
Shareholder approval of these proposals would not legally
bind the board. However, we believe as a practical matter that
the board would not defy a recommendation approved by a majority
of shareholders.
ELECTION OF DIRECTORS/ PROPOSED AMENDMENT TO EMPLOYEE STOCK
OPTION PLAN/ SECURITY OWNERSHIP OF DIRECTORS/ EXECUTIVE
COMPENSATION
Information on these matters is contained in the Company's
proxy statement, incorporated herein by reference. We take no
position on the other matters up for a vote.
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 company's proxy statement
next year is January 15, 1997.
PLEASE RETURN THE ENCLOSED PROXY CARD TODAY TO
William McDonough
President UFCW 99
2501 W. Dunlap Avenue
Phoenix AZ
(602) 572-2149 tel.
UFCW SURVEY OF PIER ONE SHAREHOLDER OPINION
(this is a voluntary survey, not a proxy voting card).
1. Do you support the Boyar proposal calling for an investment
bank study of possible steps to maximize shareholder value?
Yes _____ No ____ Undecided ________
If you wish to vote on this, you need to attend the meeting or
vote by proxy card.
2. Do you support the idea of confidential voting for
shareholders?
Yes _____ No ____ Undecided ________
If you wish to vote on this, you need to attend the meeting or
vote by proxy card.
3. Do you support placing the Company's poison pill up for
shareholder vote?
Yes ____ No _____ Undecided _______
4. Do you support putting the Company's "Post-Employment
Consulting Agreement" (executive severance plan) up for a
shareholder vote?
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
PROXY
SOLICITED BY UFCW 99R for
ANNUAL MEETING OF SHAREHOLDERS of
PIER 1 IMPORTS
June 27, 1996
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote all stock
held by the undersigned at the Pier 1 Imports annual shareholders
meeting, Idaho Power Company, and at any adjournments thereof.
The undersigned directs this proxy be voted in accordance with
the instructions below, and grants no discretionary authority.
(1) PROPOSAL BY STOCKHOLDER BOYAR RECOMMENDING REPORT BY
INVESTMENT BANK ON HOW TO MAXIMIZE VALUE
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) STOCKHOLDER PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) ELECTION OF DIRECTORS
Nominees: C. Johnson, C. Scott, M. Girouard, S. McKenzie, J.
Hoak, M. Berman, C. Gordon
FOR all nominees: [ ] WITHHOLD from all nominees [ ]
FOR all nominees except: ____________________________
(4) Amendments to the 1989 Employee Stock Option Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
SIGNATURE ________________________________ DATE ___________
PRINT NAME/TITLE__________________________ DATE ___________
ADDRESS _____________________________________________________
_____________________ ___________ _______ _______
ACCOUNT NO. # OF SHARES PHONE 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 RECORD OWNER'S NAME AND ADDRESS: