SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)
240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
Albertson's, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant): United Food & Commercial Workers Union, Local 99R
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SHAREHOLDER ALERT
Date first mailed: February __, 1996
United Food & Commercial Workers Local 99
2401 N. Central Ave. 2nd Fl.
Phoenix AZ 85004
(602) 572-2149
PLEASE VOTE FOR SHAREHOLDER PROPOSALS FOR BOARD
DECLASSIFICATION AND CONFIDENTIAL SHAREHOLDER VOTING
at ALBERTSON'S, INC.
Annual Stockholders Meeting
May 1997
Dear Fellow Albertson's Shareholder:
This is to alert you to an upcoming vote on a shareholder
proposal recommending all Albertson's directors be elected
annually (in other words, that the company declassify its Board
of Directors). You will see this proposal from another
shareholder on the proxy card which management will send you.
We have also asked management to include our proposal calling
for confidential shareholder voting. We urge you to vote for
these proposals.
I. DECLASSIFY THE BOARD (End Staggered Board Elections)
Albertson's has a "classified" board, meaning each year
shareholders only get to vote on one-third of the seats on the
board.
Recently several companies have moved to declassify
their board, such as Mead Paper and Union Pacific. Shareholder
proposals recommending declassification received record support
in 1996. A majority of shareholders voting cast their ballots
against staggered boards at Alumax, General Instrument, Liz
Claiborne, Rowan and Stride Rite.
Many companies have annual election of all directors.
Members of Albertson's board serve on other boards
which are elected annually, including Hewlett-Packard and
U.S. Bancorp.
In our view, a director is more likely to be responsive to
shareholder interests if he or she must answer annually to the
shareholders rather than every third year.
Under a classified board, any takeover fully supported by
the shareholders would still take 3 years to fully accomplish,
because it would take 3 annual meetings to replace the whole
board.
Wayne Huizenga, co-founder of Blockbuster and Waste
Management (WMX), has the following views on staggered boards,
according to The Making of a Blockbuster (by Business Week
reporter Gail DeGeorge, 1996, at p. 211):
He didn't believe in staggered boards, golden parachutes,
poison pills, or any of the other anti-takeover remedies
adopted by U.S. corporations. "The best thing for
shareholders to if someone wants to come in and make a run
at the company, let them make a run. Run the price up,
that's what my job was * * * All these chairmen that want to
put this in place and that in place, they all want to save
their jobs. I don't care about my job.FN1
FN1: Neither Huizenga nor DeGeorge are participants in this
solicitation. They have not been consulted regarding this
quotation nor consented thereto.
Another Albertson's shareholder (the IBT Fund) is making
the shareholder proposal to declassify the board.
Management in the past has attacked the unions
backing the proposal rather than meaningfully analyzing the
proposal itself. In our view this is simply an effort to distract
you from voting for something in your own interest. The proposal
does not benefit union shareholders to any greater extent than it
benefits other shareholders.
II. CONFIDENTIAL VOTING FOR SHAREHOLDERS
Secret ballot voting for shareholders is provided at
hundreds of companies. It also is how union officials and most
government officials are elected. In our view, voting should be
a private matter.
Shareholders often have business or personal relationships
with members of the Board which go beyond owning Heritage stock.
For example, Albertson's employees, insurers and banks may own
stock in their own names and may fear retaliation from voting
against management's recommendation.
We do not 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.
Management has argued against confidentiality by claiming
shareholders can obtain confidentiality by placing their stock in
the name of a broker or other nominee. If your stock is being
held in someone else's name on the company books, you alone are
the best judge of whether you can rely on the record owner to
keep your confidences. If you are the record owner yourself, 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 up all this 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 through plan trustees the
stock they own through the plan. Employees should
be allowed to buy stock outside the plans without giving up
confidentiality in the process.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company adopt a
policy of confidential shareholder voting, with the only
exceptions being (1) access by independent inspectors of election
or company clerical staff solely for purpose of tallying the vote
at the meeting, and (2) during proxy contests, if management's
opponents do not agree to keep their proxy cards confidential in
the manner described above.
VOTING PROCEDURE AND VOTING RIGHTS
You will be able to vote on the declassification proposal
using the proxy card you will receive from management. We have
asked management to include the confidential voting proposal in
this proxy card, but do not know whether it will do so. We intend
to circulate our own proxy card in support of these proposals
once management releases the information necessary for us to
prepare such a card (names of nominees for election, etc.).
We will keep the content of all cards we receive
confidential from everyone except our staff, except that at the
meeting our cards must be presented to the company's tabulator in
order to be counted.
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 are in negotiations over a successor contract for
one Albertson's store. We are organizing other Albertson's stores
over management opposition in what we feel are improper forms. We
have never tried to force Albertson's employees to unionize: by
law, that is a choice they entitled to make on their own. Instead
of the quick and inexpensive card recognition procedure we
proposed (used by Albertson's elsewhere, where a union is
recognized if it presents authorization cards signed by a
majority of employees), management in Arizona insists on NLRB
elections, which are slower and often more expensive to
shareholders (they often result in years of litigation).
However, we do not ask for your support in this dispute,
and do not believe it relevant to how you should vote on
a corporate governance proposal. Albertson's has proposed to give
our members a higher wage increase if we agree to contract
language depriving us of the ability to pursue shareholder
activities: we have rejected this proposal. We have refrained
from picketing or encouraging a consumer boycott. Even if the
labor problems are resolved, we will present your proxy cards at
the shareholders meeting. We are pursuing similar shareholder
proposals at other companies connected to Albertson's through
their boards. Our International Union and its other locals
are engaged in various disputes with Albertson's.
RECORD DATE/SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS
Information on these subjects will be contained in
management's forthcoming proxy statement.
PLEASE VOTE FOR ANNUAL ELECTION OF ALL DIRECTORS
AND FOR CONFIDENTIAL VOTING RIGHTS.
Sincerely,
William McDonough
President UFCW 99