|
| March
2008
Message from the President
First
things first:
All
of us lost a dedicated servant to our cause. Robert "Bob"
Hinshaw left our chaotic world very recently. He left it a better
place, especially for retired workers. While many retired, Bob
and his life mate Phyllis chose to work tirelessly as Treasurer
and co-worker for our association. I first met Bob 40 some years
ago. We occasionally crossed paths within Pac Bell. He was a
good man then. And, he was even a better man when, upon leaving
life too early, he made his retirement permanent. Bobs
character and dedication is notable. I will not forget it. It
was my privilege to serve with Bob on our Board of Directors.
Knowing what Bob accomplished as Treasurer in a relatively short
time reminds us we are never to old to act. He did. His accomplishments
with Telcos treasury will serve all retirees. We must
go on. A paraphrase:" So much to do, so little time to
do it". The job of protecting Retirees pensions and
benefits is left for us to do. I sense if we do not do it no
one will. On the other hand, there are many others in association
with NRLN that are of like mind. And, I happen to believe there
those we elect and re-elect that are listening to our voices.
Thinking, if we do not do what is right for this growing cadre
of retired workers, Who is next? If they can be wronged, am
I next. Yes.
A
final note: The Telco Annual Meeting was a success. There were
not hundreds attending, about 60 including the Board members.
What was notable is the interest and offers to help to do something.
Something to help the cause. A gathering of like minded members.
They wrote checks. They offered to volunteer and contact their
elected officials to contact other retirees and urge them to
join up-join the cause-it is of course, our cause. The members
of the Board and Officers shared the usual Information about
what Telco is accomplishing in concert with the NRLN at the
congressional level. We are making progress. The next 1.5 years
is a window, a critical time period to do our work. I urge you
to take interest in your retirement pension and benefits. Please,
do not believe our past employers will not take what they can
to improve the company bottom line. That may be their job. Our
job is to remind them and Congress we must be treated fairly.
We will not go quietly into the night. We vote. We attend share
holder meetings. We will influence others. Just read your paper.
Watch the news. Watch what is happening on Wall Street. Vote,
Vote, Vote. Vote with your money-Vote with your feet. Vote with
Your calls and letters. Be heard. All this sounds good but we
must do what Robert "Bob" Hinshaw has done
ACT.
Charles E. Gilbert
President, Telco
|
AT&T
Shareholders Advisory
2008
The Association of Ameritech/SBC
Retirees Inc., P.O. Box 7477, Buffalo Grove, IL 60089, owner
of 80 shares of the Company's common stock, and TelCo Retirees
Association Inc. Box 600067-0067, San Diego CA 92160, owner
of 171 shares of the Company's common stock, hereby resubmit
the following shareholder resolution for inclusion in the
Company's proxy statement for the 2008 Annual Meeting.
PROPOSAL
RESOLVED, the shareholders of AT&T hereby request that
the Board include, as a voting item printed in the proxy statement
for each annual meeting of stockholders, an advisory resolution
proposing that stockholders approve or disapprove the compensation
of the named executive officers as set forth in the proxy
statement's Summary Compensation Table (the "SCT")
and the accompanying narrative disclosure of material factors
provided to understand the SCT. The board's proposal shall
make clear that the vote is advisory and will not abrogate
any employment agreement.
SUPPORTING STATEMENT
We believe current rules governing senior executive compensation
do not give shareholders sufficient influence over pay practices,
nor do they give the Board adequate feedback from the owners
of the company.
The advisory vote proposed here is similar to the shareholder
vote required in other countries, including the U.K., Australia
and the Netherlands (which requires a binding shareholder
vote).
AT&T's Board has been criticized for excessive CEO pay
relative to performance. A study by The Corporate Library
Pay for Failure: The Compensation Committees Responsible,
(March 31, 2006) singled out AT&T as one of eleven large
U.S. companies "where the disconnect between pay and
performance is particularly stark".
The study notes that over the five fiscal years through 2005,
then-CEO Edward Whitacre received $85.2 million in compensation,
while total shareholder return was negative 40.3%. The study
stated that 100% LTIP payouts to Whitacre when "shareholder
wealth has been diminished by a third over the period goes
against common sense."
In our opinion, AT&T's executive pension and severance
agreements stand out as unjustifiably costly.
Whitacre received a $158.4 million pension package when he
retired last June, the highest pension benefit for any U.S.
chief executive, according to Pensions & Investments ("Pension
Goldmine Awaits AT&T, Occidental CEOs," April 2,
2007). This included $83.3 million in Senior Executive Retirement
Plan (SERP) accumulations.
Advisory Shareholder Vote on Compensation Committee Reports,
page 2
Whitacre's pension package
was more than 25 times greater than the median combined pension
and deferred compensation package of 485 public companies
analyzed last year by the Corporate Library.
In case this platinum pension wasn't enough, Whitacre's golden
parachute ("change in control severance payments")
would have included $23.2 million in lump sum severance, $20.1
million in tax reimbursements, and $67.6 million in accelerated
performance share vesting "whether or not the executive's
employment is terminated" (2007 proxy statement).
The Board also targeted Whitacre's base salary, target bonus
and long-term equity at the 75th percentile of the market.
According to Institutional Shareholder Services, "such
practice has the Lake Wobegon effect of ratcheting CEO compensation
since CEOs are like the children of Lake Wobegon, all of them
are above average."
The board did not limit its generosity to Whitacre. After
just 5 years at AT&T, former CEO David Dorman left with
a yearly pension of $2.1 million and his own $25 million parachute.
Compare this to the freezing of the AT&T's rank-and-file
pension plan.
AT&T's new CEO, Randall Stephenson, continues the trend.
His change in control severance package would be in excess
of $16.5 million.
Please vote FOR this proposal. |
|
AT&T Paper Suppression Program
A large number of Telco Retirees
have encountered difficulties with AT&Ts program to
"eliminate paper copies" where retirees have computer
access. The rational behind this program is "reduction
of costs" to AT&T.
We brought this issue to the
attention of AT&T benefit managers, who reiterated AT&T
included a statement on all retiree documents (where the information
could be transmitted to the retirees e-mail address). A sample
of this information is the following, which appeared on Fidelity
Service Center Pension statements: "In order to reduce
your mail clutter and reduce the risk of confidentiality breaches,
we will no longer be mailing monthly statements. If you would
like to continue receiving a paper statement by mail every month,
please call the Fidelity Service Center at 1-800-416-2363."
(This same issue was brought
before AT&T benefit executives approximately two years ago,
in a discussion concerning "retiree communications".
The association was promulgating the restoration of AT&Ts
defunct SBCs Monthly Update, which had been discontinued
some months before.)
AT&Ts responded, stating:
"We plan on providing retirees access to our employee computer
information system, thereby eliminating paper documents." |
Treasurer
Mr.
Robert Hinshaw
our treasured Treasurer
and one
of the original founders of the TelCo Retirees Association,
Inc. sadly passed away on Tuesday, February 19, 2008.
Bobs frugality of corporate assets, coupled with his
Pacific Bell S.I. #24 "Honesty-in-the-business"
philosophy, made him a treasure indeed!
While Robert cant be replaced (or duplicated), the Association
(after months of searching) selected the "perfect substitute"
his
wife, Phyllis Hinshaw!! |
|
Phyllis Hinshaw
Following graduation from Point
Loma High School (San Diego), Phyllis went to work for the Bank
of America. She also worked for Bank of America in Sacramento.
She later transferred back to San Diego. Phyllis married Bob
Hinshaw in 1971 when Bob was an Employment Manager for Pacific
Bell.
Her Pacific Bell career started as a staff clerk before transferring
as a Service Rep in the residence division in San Diego.
Her "company career" also included a sales position
in the phone center as well as "designing telephone systems"
for Pac Bell customers doing business from their homes.
She later earned her Real Estate license and for pleasure became
a licensed pilot. She graduated from the University of
Redlands with a BS Degree in Business Administration.
She also formed her own "collection business" collecting
monies from attorneys who were negligent in paying their "expert
witness fees." Most recently, she was the Treasurer
of a Republican Womens organization.
Over and above all of these attributes, Phyllis and Bob were
the TelCo Retirees "Treasurers" working together
in processing membership renewals, collecting and depositing
funds, updating our corporate roster and interfacing with our
Webmaster.
Welcome Aboard, Mrs. Hinshaw! |
2008
TRA Approved Budget Summary
|
CATEGORY |
SUB TOTAL |
TOTAL |
|
REVENUE |
|
|
| DUES
& DONATIONS |
61,470
|
| DIVIDENDS
& INTEREST |
243 |
| |
REVENUE
TOTALS |
61,713
|
| |
|
|
|
EXPENSE |
|
|
| BANKING |
100 |
| MAILING
|
6,728
|
| PRINTING
& REPRODUCTION |
5,520
|
| OFFICE
SUPPLIES |
1,000
|
| ADVERTISING
|
0 |
| MEETINGS
|
13,250
|
| PROFESSIONAL
SERVICES |
8,800
|
| LIABILITY
INSURANCE |
1,620
|
| NRLN
|
7,000
|
| MISCELLANEOUS |
860 |
| |
EXPENSE
TOTALS |
44,878
|
| |
REVENUE
vs. EXPENSE |
16,835
|
|
|
Chairmans Comments
The Olde Testament Book
of Ecclesiastes tells us "To everything there is a season
and a time for every purpose". To the retirees of Pacific
Bell, this is "our season of discontent". Changes
in telephone concession service (for many retirees), health
benefits that demand new co-pays or higher ones
and
now a major threat to our promised healthcare itself!!
Two weeks ago the EQUAL EMPLOYMENT
OPPORTUNITY COMMISSION (E.E.O.C.) reaffirmed an earlier decision
(2000) to enforce the "Age Discrimination in Employment"
Statute. This statute stipulated employers will not violate
the ADEA (Age Discrimination in Employment Act)
if
they provide retiree health benefits that differ based upon
whether or not the retiree is eligible for Medicare.
To understand this ruling its
necessary to be aware that "no existing federal law
requires a private employer to provide any health benefit to
its employees or retirees"!!! Thus, an employer may
reduce or eliminate any health benefit to retirees without being
in conflict with the ADEA! (The E.E.O.C has interpreted this
ruling to permit corporations to reduce or eliminate health
benefits for Medicare-eligible retirees!)
E.E.O.C.
Health Benefits Defense Fund
Based upon the past actions of
AT&T as regards retiree benefits (telephone concession,
increases in medical co-pays, and drastic reductions in Yellow
Page retirees death benefits), the Telco Retirees Board of Directors
voted to establish a "legal defense fund" for the
protection of our (Pacific Bell, SBC, AT&T) promised health
benefit plans. To that end, an initial amount of $30,000 has
been identified in our budget of 2008 for this specific purpose.
We have also increased our annual
membership fees to the National Retiree Legislative Network
(NRLN) from $5,168 to $7,000. (The increase is to support the
NRLNs current plans for the implementation of a major
congressional program to overturn the E.E.O.C. ruling). We are
informed that AARP is equally involved in this issue.
During the past years our association
has been the recipient of substantial amounts of "donations"
that are being submitted with members "renewals"
(over $3,000 in 2007). Since January 1st, 2008 we
have received 27 individual contributions from members,
ranging from a total membership renewal of $50 to $300!!!
I have talked with each of these members expressing the appreciation
of our association for their ongoing support and asked for permission
to identify them in this newsletter. I am very pleased to share
their names with you:
Pat Krone, Don Vandeventer, Laura
Oliver, Gary Pitcher, Judy Earner, Marjory Wilkins, Betty Cosmos,
James Yaple, Paul Hardy, Jeanne McMullin, Ron Murray, Dave Carroll,
Louis King, Alwyn Fox, George Myers, Tiney Simon, Doris Williams,
Robert Stagg, Ernestine Hewitt, Mitchell Leslie, Phyliss Mattice,
Walter Benson, Charles Cook, Ronald Johnson, E. Malinowski,
E.V. Moore, Errol Holmes, Harry Carroll, Dave Smith, Arlene
Wright.
(If I have missed anyone in our
"count", I do apologize for it).
To supplement our "legal
defense fund" for the protection of our benefits, we are
planning to add these "donations" to the $30,000 already
allocated within our 2008 budget.
Your Officers and Directors have
committed ourselves and our resources to overcome this extremely
critical ruling by the E.E.O.C. We ask for your continued support
in this endeavor.
Sumner K. Emery, Chairman |
|
AT&T
Group Long-Term Care Insurance Plan
The
association has received inquiries from time to time requesting
information on the AT&T Long-Term Care Insurance Plan.
We
have pursued this request and find that the insurance plan only
applies to the following retirees: a) eligible retirees of legacy
SBC, Inc. (Southwestern Bell, Inc.), b) eligible retirees of
SBC, Inc. subsidiaries, c) eligible legacy AT&T corporation
management retirees.
The
plan is administered by the John Hancock Insurance corporation.
"The
AT&T Group Long-Term Care Insurance Plan is an optional,
participant-pay, all plan that pays benefits for extended care
when a covered individual has an ongoing illness or disability
and cannot care for him or herself."
Retirees
from Pacific Bell, Pacific Telesis Group are not eligible for
this benefit plan. |
TELEPHONE
CONCESSION
CLASS ACTION LAWSUIT UPDATE
Recently,
your Chairman requested a status report from the Washington,
D.C. law firm prosecuting the Pacific Bell Telephone Concession
Class Action lawsuit.
Here, for your information, is the status of the Class Action
lawsuit originally filed in San Antonio, TX on March 31, 2006.
(Representing Mr. Frank Stoffels, a Pacific Bell retiree living
in Nevada.)
Since a Class Action lawsuit cannot force a company to "reinstate"
the benefit, it can obtain a "cash settlement" for
the loss of the benefit. The TelCo Retirees Association,
Inc. requested a $20 per month cash reimbursement for those
Pacific Bell retirees impacted. (Since the "final"
monthly loss was equated to $25 and we cannot sue for full reimbursement...we
elected to go forward with the amount of $20.)
The
following information was provided by R. Joseph Barton, Esq.
from the Cohen, Milstein, Hausfeld & Toll PLLC (law firm).
SK,
I
apologize for not sending you an update on this sooner.
As I think you know, our trial was scheduled for the end of
November 2007. About a month before trial, the Court determined
that he would empanel an advisory jury. In ERISA cases,
there is no right to a jury, but a judge has the right to empanel
an advisory jury; however, unlike juries with which you are
probably familiar, the conclusions of an advisory jury
(as the name implies) are not binding on the judge as the
judge must make the ultimate determinations.
The
advisory jury was asked to answer 5 questions: (1) is it a plan,
(2) was it maintained by SBC/AT&T, (3) was SBC/AT&T
acting as an employer in connection with the Telephone Concession,
and if the jury concluded yes on all three questions, then it
needed to find whether it was either (4) designed for the
purpose of providing retirement income or (5) did it result
in the deferral of income by employees. SBC/AT&T disputed
all 5 questions. We need win on the first three and then
either question number 4 or 5.
We
concluded the trial on November 30, 2007 and the advisory jury
returned a partial verdict. The jury answered yes to the
first 3 questions, and deadlocked on question 4, but answered
no to question no. 5. As this was an advisory jury, the
Court did not have the jury continue deliberating or retry the
case (as would be necessary if there was a regular jury).
Instead, he had us submit briefs in early December and we are
awaiting a decision from the Court. As the Court is not
bound by the jury's findings, he could accept or reject the
jury's findings on questions 1-3 and/or 5; however, the jury's
findings in our favor on questions 1-3 are certainly helpful.
And, although we remain hopeful that the judge will rule in
our favor on question number 4, I have no way of
knowing
what he will do. If the Court finds for us on questions
1-3 and/or question 4 or 5, then we will have won this phase
of the case and proceed to Phase 2, which will largely determine
the amount owed.
We
have not yet received a decision from the Court, but I will
keep you posted. I had delayed in updating you on this,
hoping that I would be able to tell you what the final decision
was, but at this point we are still waiting.
Please
feel free to call me with questions.
Joe |
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