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:
Borg-Warner Security Corporation.
Name of Person(s) Filing Proxy Statement:
Teamsters General Fund
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: _______________________________
PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION BY TEAMSTERS GENERAL FUND
FOR PROPOSAL CALLING FOR REPORT ON SECURITY GUARD HIRING
PRACTICES IN LIGHT OF ALLEGED OKLAHOMA CITY BOMBING
BORG WARNER SECURITY CORPORATION
MAY __, 1996 ANNUAL STOCKHOLDERS MEETING
Date sent to shareholders:
March 25, 1996
Teamsters General Fund Borg-Warner Security Corp.
25 Louisiana Ave. N.W. 200 S. Michigan Ave.
Washington, D.C. 20001 Chicago IL 60604
Dear Fellow Borg-Warner Shareholder:
The press has repeatedly reported that alleged Oklahoma City
bomber Timothy McVeigh previously worked for Borg-Warner
subsidiary Burns International Security Services (from early in
1992 to early 1993). We urge you to vote FOR the following
shareholder proposal:
RESOLVED: That Shareholders urge the company to report on
company's screening, training and supervision practices that
prevailed at the time it hired alleged Oklahoma City bomber
Timothy McVeigh, and how those practices have been reformed
so as to provide customers with appropriately-skilled and
supervised security personnel.
Is the negative publicity suffered by the company because of this
guard likely to be repeated in the future with another guard? We
shareholders do not know -- getting information is all this
proposal seeks.
A senior official of the Texas State Office of the U.S.
Department of Housing and Urban Development recently
wrote:
We have seen increasing incidents of poor performance
on the part of the guards on site, including sleeping
on duty, inappropriate interaction with residents, and
a general failure to perform their duties. My own
opinion is that such incidents usually result from a
lack of oversight/supervision and a poor quality
control program.<F1>
<F1>
Letter to Borg-Warner CEO Trauscht, 8/10/95. None of the
authors or publications cited herein are participants in this
proxy solicitation.
In Florida, the Orlando Sentinel recently completed a 6-month
investigation of guards hired to protect the state's rest stops
in the wake of highly-publicized attacks on tourists. The
following excerpts were published in the Orlando Sentinel:
A Charlotte County deputy sheriff lost his badge and
gun in January 1993 when a doctor diagnosed him as
emotionally unfit. Supervisors said he avoided
confrontations with criminals by hiding out for hours
in a convenience store. 'Under stressful or crisis
situations, [he] becomes very nervous, jittery and
loses control and cannot effectively function as a law
enforcement officer,' his sergeant wrote. Added a
captain, 'To continue his employment at this point
would only place us in a high liability area and may
get someone hurt.' The man now works for Borg Warner
Protective Services at an Interstate 4 rest area.
Other Borg-Warner guards include a former Lake City
police officer who was fired when he beat two women and
a former Auburndale police officer who was fired then
allowed to resign after a disagreement at a bar.
Borg-Warner Protective Services, which guards rest
areas in most of the state, cannot afford to inspect
personnel files of former law enforcement officers,
said president J.P. Hall. He said he will continue to
check references by telephone even though he
acknowledged that most employers won't discuss problem
employees.
'We don't go back and go through their personnel
files,' said Borg-Warner's Hall. 'We have no reason to
do that.'<F2>
<F2>
"Fired Officers guard state rest stops; security companies
usually don't check work histories," by Christopher Quinn and
Mark Vosburg, The Orlando Sentinel, August 27, 1995.
In our view, shareholders need to have more information about
Borg-Warner's hiring and supervision practices so they can learn
how much risk, if any, they run from further negative publicity
about Burns guards.
We do not have access to information as to know what was
done by management to investigate McVeigh's background, and
nothing herein may be construed as accusing management of any
lapse.
We and other shareholders simply deserve more information:
that is all the proposal calls for.
CONFIDENTIALITY OF YOUR VOTE
We will keep all proxy cards we receive confidential until
the meeting, unless ordered otherwise by a court.
VOTING RIGHTS AND PROCEDURES:
You can still vote for these proposals even if you have
already sent in the proxy card you received from the company. A
proxy can be revoked at any time prior to its being counted at
the meeting 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.
- -----------------------------
[OPTION A]:
THE COMPANY PROXY CARD PREVIOUSLY SENT YOU DOES NOT ALLOW
YOU TO VOTE ON THIS PROPOSAL, BUT INSTEAD GIVES MANAGEMENT
DISCRETION TO VOTE AGAINST IT. IF YOU SUPPORT THE PROPOSAL, THE
ONLY WAYS TO VOTE FOR IT ARE TO (1) USE THE ENCLOSED CARD, (2)
ATTEND THE MEETING AND VOTE IN PERSON, OR (3) IF MANAGEMENT
RESOLICITS YOU WITH A CARD ALLOWING YOU TO DIRECT ITS VOTE.
[OPTION B]:
You may vote by proxy for these proposals either on the
enclosed proxy card or on management's card.
- ------------------------------
The enclosed proxy card grants no discretionary authority:
if matters come before the meeting which are not set forth in the
Company's proxy statement or this proxy statement (which we do
not anticipate, as the company's bylaws require advance notice of
such matters), we will not vote your shares on those matters.
All holders of common stock as of _______________[record
date] are entitled to vote. If you sign the
enclosed card but do not direct us how to vote on the proposal we
will vote FOR the proposals and FOR election of the Board's
nominees as directors. We incorporate herein by reference the
discussion in the Company's proxy statement of voting
requirements and outstanding securities.
ELECTION OF DIRECTORS AND OTHER MATTERS TO BE VOTED
We incorporate by reference the information in the Company's
proxy statement on the election of directors and other matters
set for shareholder vote.
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 November __, 1996. Feel free to contact us
if you would like more information about shareholder proposals.
EXECUTIVE COMPENSATION/SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS
We incorporate herein by reference the information on these
matters contained in the Company's proxy statement.
SOLICITATION
The costs of this solicitation are being borne by the
Teamsters General Fund, part of the International Brotherhood of
Teamsters (IBT). The Fund owns 100 shares of company stock.
Proxies will be sought by mail, fax, telephone and personal
interview. The cost of proxy solicitation, estimated at $2000,
will be borne by IBT. IBT intends to use regular staff rather
than specially-engaged proxy solicitors. IBT has won elections to
represent employees of the Company's Pony Express Courier unit in
certain locations. No contract has been negotiated; no strike or
picketing is occurring.
THANK YOU FOR VOTING FOR THE SHAREHOLDER PROPOSAL FOR A REPORT TO
SHAREHOLDERS ON SECURITY GUARD HIRING AND SUPERVISION
PLEASE RETURN THE ENCLOSED SURVEY AND PROXY CARD TO
Teamsters General Fund
25 Louisiana Ave. N.W.
Washington D.C.
fax 202-624-6833
PROXY
SOLICITED BY TEAMSTERS GENERAL FUND
for
ANNUAL MEETING OF SHAREHOLDERS
BORG-WARNER SECURITY CORP.
April __, 1996
The undersigned shareholder hereby appoints Bill Patterson
and Bartlett Naylor proxies with full power of substitution to
vote for the undersigned at Borg-Warner's annual meeting, and at
any adjournments thereof, on the matters set forth in the Proxy
Statement. The undersigned hereby directs this proxy be
voted in accordance with the instructions herein. Unless marked
otherwise, this proxy will be voted FOR the shareholder proposal
and FOR election of all the nominees listed below.
(1) PROPOSAL ASKING FOR REPORT TO SHAREHOLDERS ON SECURITY GUARD
HIRING AND SUPERVISION
FOR [ ] AGAINST [ ] ABSTAIN [ ]
ELECTION OF DIRECTORS:
Nominees: Donald C. Trauscht, Robert A. McCabe, Alexis P. Michas
I vote FOR ALL nominees except those I have written below [ ]
WITHHOLD from all nominees [ ]
______________________
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.
SIGNATURE ________________________________ DATE ___________
PRINT NAME ________________________________
ADDRESS _____________________________________________________
___________________ ___________ __________________
ACCOUNT NO./SSN # OF SHARES TEL. NO./FAX NO.
IF YOU ARE NOT THE RECORD OWNER OF THIS STOCK, PLEASE LIST THE
NAME AND ADDRESS OF THE RECORD OWNER:
__________________________________
SURVEY OF BORG-WARNER SHAREHOLDERS
THIS IS NOT A PROXY: PLEASE RETURN IT EVEN IF YOU DO NOT
FILL OUT A PROXY
1. Do you support the proposal calling for management to report
to shareholders on its security guard hiring and supervision?
Yes _____ No ____ Undecided ________
2. Do you support the provisions of the Company's top executive
employment agreements which allow them to voluntarily quit in
certain circumstances and receive up to 2 years' severance pay?
Yes _____ No ____ Undecided ________
3. Do you believe a greater proportion of top executive
compensation at Borg-Warner should be based on performance rather
than salary?
Yes _____ No ____ Undecided ________
4. What is your opinion of the total compensation received by the
Company's top executives?
Just Right ____ Too High ___ Too Low ___ No Opinion ___
5. 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: IBT, 25 Louisiana Ave., Washington D.C. 20001 fax 202-
624-6833