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))
HERITAGE MEDIA CORP.
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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: March 10, 1996
United Food & Commercial Workers Local 99
2401 N. Central Ave. 2nd Fl.
Phoenix AZ 85004
(602) 572-2149
PLEASE VOTE FOR THE SHAREHOLDER PROPOSAL FOR SECRET BALLOT
SHAREHOLDER VOTING
at HERITAGE MEDIA CORPORATION
Annual Stockholders Meeting
May 15, 1997
Westin Hotel-Galleria Mall
Dallas, TX
Dear Fellow Heritage Shareholder:
This is to alert you to an upcoming vote on a shareholder
proposal recommending Heritage adopt a policy of confidential
shareholder voting.
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, Heritage 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.
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. 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
We have asked management to include this proposal in the
proxy card it will send you, but do not know whether it will do
so. We intend to circulate our own proxy card in support of the
proposal once management releases the information necessary for
us to prepare such a card (names of nominees for election, etc.).
This card will be accompanied by a revised proxy statement.
You may revoke a proxy vote any time before the tally 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 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. The proposal is advisory in nature and
cannot be implemented without Board approval. Each share of
common stock will be entitled to one vote on each matter coming
before the meeting. To be approved, the proposal would have to
receive more affirmative votes than negative for shares
represented at the meeting.
SOLICITATION
The sole participants in this solicitation are United Food
& Commercial Workers Local 99 (which owns 100 shares of company
common stock), and members of its staff (not owners themselves).
UFCW 99 will bear the costs of this solicitation, expected to be
$2,000. 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.FN1
Albertson's director Clark Johnson is also a Heritage director.
We do not ask for your support in the labor dispute and do not
believe it relevant to how you should vote on a corporate
governance proposal. Even if these labor problems are resolved,
we will present your proxy cards at the shareholders meeting.
Last year we pursued similar shareholder proposals at other
companies with board connections to Albertson's, and will do
again this year. We will present governance proposals at Boeing,
Boise Cascade, TIS Mortgage, Pier 1 and Questar, which have an
Albertson's director on their boards.
FN1: For example, Albertson's management has used the workplace
to campaign against us while refusing us access, even to break
rooms. It refuses to use expeditious union recognition
procedures (used by it in other locations), instead insisting on
Labor Board procedures which are time-consuming and expensive to
shareholders.
RECORD DATE/SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS
Information on these subjects will be contained in
management's upcoming proxy statement.
SHAREHOLDER PROPOSALS FOR 1998 MEETING
Shareholders owning over $1,000 in stock for over one
year have the right to have a proposal included in management's
proxy statement. The deadline to submit such proposals to the
Company is probably __________. The exact date will appear in
management's upcoming statement.
PLEASE VOTE FOR THE PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING
Sincerely,
William McDonough
President UFCW 99