SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
J.C. Nichols Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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filing fee is calculated and state how it was determined):
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(5) Total fee paid
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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[J.C. Nichols Letterhead]
May 15, 1997
To Our Shareholders:
This letter is written to supplement the May 5, 1997 Proxy Statement (the
"Proxy Statement") forwarded to you previously by the Board of Directors of the
J.C. Nichols Company (the "Company"). On behalf of the Board, I wanted to bring
to your attention three separate matters.
Reporting Company Status
On May 6, 1996, the Securities and Exchange Commission confirmed for the
Company that its registration of common stock is now effective and the Company
is subject to the requirements of the Securities Exchange Act of 1934. This
event is good news, as the Company can now complete its efforts to cause its
common stock to be listed on the NASDAQ SmallCap Market. The Company hopes to
obtain that listing status in the near future.
Unsolicited Letter
On May 9, 1997, I received an unsolicited letter from Realty Capital
Corporation ("ReCC") proposing discussions regarding the purchase by ReCC of all
of the outstanding stock of the Company at a price of $26 per share, or some
higher price that "would likely be below the bid price." For your information,
the range of bid prices for the Company's stock from May 1 to May 14 was between
$30 and $31. The letter from ReCC requires an unspecified "due diligence"
investigation of the Company, negotiation of unspecified terms of a binding
agreement, and gives no information as to timing of the proposed transaction or
any other terms.
You may recall that an entity affiliated with ReCC was introduced to the
Company in the Spring of 1995 by the Company's former CEO, Mr. Lynn McCarthy. At
that time, an affiliate of ReCC, and then ReCC, proposed a deal pursuant to
which Mr. McCarthy and ReCC would acquire control of the Company. That deal was
never formally considered after the 1995 shareholder litigation was settled and
new management was retained by the Company. The most recent letter from ReCC
does not indicate the extent to which Mr. McCarthy may be involved.
The Board of Directors of the Company has rejected the offer to enter into
such discussions. I should note that the price proposed by ReCC is less than the
December 31, 1996 appraisal of $35.00 per share done for purposes of the
Company's Employee Stock Ownership Plan (the "ESOP") and is less than the price
at which the Board agreed to purchase in January 1997 the minority interest held
by AHI Metnall LP. Please know that neither management nor the Board has taken
any action to encourage this or any other such proposal. The focus of current
management and the Board for the past 18 months has been on developing and
implementing a long term plan that will build significant value for our
shareholders. The Company's 1996 performance shows that we are proceeding
quickly and in the right direction.
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ESOP Trustee Request
INTRUST Bank, N.A. ("INTRUST") was recently retained as Trustee for the
ESOP. INTRUST has noted that the Company expects to obtain in the near future
listing privileges for its common stock on the NASDAQ SmallCap Market and has
noted that when the Company's stock is so listed, the right to vote the shares
of stock held by the ESOP will transfer to ESOP participants. INTRUST has also
expressed the opinion that the participants and beneficiaries will benefit from
delaying the vote on the proposed Amendment and Restatement of the Company's
Articles of Incorporation (which proposal is described in the Proxy)
("Proposal") at least until the right to vote the shares held by the ESOP is
clearly vested in such participants and beneficiaries. Out of deference to the
desire of INTRUST to permit the ESOP beneficiaries and participants to vote on
this important matter, the Company's Board of Directors has decided to withdraw
the Proposal from consideration at the May 28, 1997 Annual Meeting. However,
because the Board considers the Proposal to be in the best interest of the
shareholders of the Company, the Board will call a special meeting of
shareholders in the near future so the proposed amendments to the Articles of
Incorporation can be considered. The Board is confident, particularly in light
of recent events, that such amendments are appropriate for the Company and will
permit the Board to be significantly better equipped to protect shareholder
interests.
Annual Meeting
The Annual Meeting will still be held on Wednesday, May 28, 1997 at 10:00
a.m. at the Crowne Plaza Hotel, 4445 Main Street, Kansas City, Missouri. We will
simply conduct less business than originally contemplated.
The enclosed revised Proxy replaces the Proxy sent to you earlier (the
"Original Proxy"). If you have already completed and returned an Original Proxy,
your shares will be voted at the Annual Meeting in the manner specified on your
Original Proxy as to the items to be considered at the meeting. If you have not
yet voted or desire to change your vote, I encourage you to use the enclosed
Revised Proxy at your earliest convenience.
On behalf of the Board of Directors,
/S/ Barrett Brady
Barrett Brady,
President and Chief Executive Officer
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REVISED PROXY REVISED PROXY
J.C. NICHOLS COMPANY
This Revised Proxy Is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Barrett Brady and William K. Hoskins, or
either of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse,
all the shares of Common Stock of J.C. Nichols Company the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be held on May 28,
1997, or any adjournment or postponement thereof. Executing, signing and
delivery this revised proxy revokes all prior proxies given by the undersigned.
IF YOU HAVE NOT VOTED OR YOU DESIRE TO CHANGE YOUR VOTE PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED PREPAID ENVELOPE. IF YOU
HAVE VOTED ON THE PRIOR PROXY CARD AND DO NOT WISH TO CHANGE YOUR VOTE IT IS NOT
NECESSARY TO RETURN THIS PROXY.
(Continued and to be signed on the reverse side)
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|X| Please mark you votes
as in this example
FOR all listed AUTHORITY WITHHELD The Board of Directors recommends a vote
Nominees For all listed Nominees for election of the following nominees:
Election |_| |_| Nominee: Barrett Brady
of Directors Kay N. Callison
William V. Morgan
FOR all listed Nominees, except vote(s)
withheld for the following Nominee(s):
______________________________________
The Board of Directors recommends a vote FOR the following proposal:
FOR AGAINST ABSTAIN
|_| |_| |_|
Ratification of the selection of KPMG Peat Marwick LLP
as the Company's independent auditors for 1997.
In their discretion, the Proxies are authorized to
vote upon such other business as may properly
come before the meeting and all matters incident
to the conduct of the meeting.
This Revised Proxy, when appropriately executed,
will be voted in the manner directed herein by the
undersigned shareholder. If no direction is provided,
this proxy will be voted in such a manner as to ensure
election of the maximum number of directors from the
nominees listed in the proxy statement and FOR the
selection of KPMG Peat Marwick LLP as the Company's
independent auditors for 1997.
IF YOU HAVE NOT VOTED OR DESIRE TO CHANGE YOUR VOTE
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN THIS
REVISED PROXY IN THE ENVELOPE PROVIDED.
Signature(s)__________________ _____________________________ Dated:_____, 1997
Note: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership's name
by authorized person.
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