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 ( )
Check the appropriate box:
( ) 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 Rule 14a-11(c) or Rule 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)
Payment of Filing Fee (Check the appropriate box):
( X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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
persuant to Exhcange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
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 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:
4) Date Filed:
<PAGE>
================================================================================
J.C. NICHOLS COMPANY
Employee Stock Ownership Plan
Voting Instruction Form
- -------------------
- ------------------- Social Security Number: -----------
- ------------------- Location: J.C. NICHOLS COMPANY
Shares Allocated for Proxy Voting Purposes Only: 532,4957
IMPORTANT: Please note that you have voting authority for more shares of stock
than are available for distribution from your account, should any such
distribution occur. This is because, although all shares in the Trust are
votable, a certain number of Trust shares are needed to retire debt currently
owed by the Trust and those shares cannot be allocated to your account for
distribution purposes. You will receive a participant statement, reflecting your
December 31, 1997 share balance, not of Trust debt, at a later date.
*****************************************************
VOTING INSTRUCTIONS
TO: INTRUST BANK, N.A., as Trustee of the J.C. Nichols Company Employee
Stock Ownership Plan (the "ESOP")
I instruct the ESOP Trustee to vote the shares of common stock of J.C. Nichols
Company credited to my ESOP account as follows with respect to the Agreement and
Plan of Merger among the J.C. Nichols Company, Highwoods Properties, Inc. and
Jackson Acquisition Corporation (check the dated box);
[_] Vote in favor of the merger.
[_] Vote against the merger.
[_] Abstain from voting (this has the same effect as a vote against
the merger).
I UNDERSAND THAT IF I SIGN AND RETURN THIS FORM BUT LEAVE THE ABOVE BOXES BLANK
OR IF THIS FORM IS NOT RECEIVED BY INTRUST ON OR BEFORE NOON, JUNE 30, 1998,
THEN THE TRUSTEE WILL VOTE THE SHARES CREDITED AS IT CHOOSES.
================================================================================
SIGN HERE
Signature:___________________________________ Date:___________________________
Provide address if different from above:
________________________________________________________________________________
________________________________________________________________________________
Phone Number: ( ) Social Security Number:
______________________________ (If you are a beneficiary _________
================================================================================
Please mail this form to INTRUST BANK, Johnson Co., N.A. P.O. Box 8338, Shawnee
Mission, KS 66208-9987,
ATTN: Advisory Network, in the enclosed addressed postage-paid envelope.
DO NOT SEND THIS FORM TO THE J.C. NICHOLS COMPANY.
================================================================================
<PAGE>
J. C. NICHOLS COMPANY
310 WARD PARKWAY
ON THE COUNTRY CLUB PLAZA
KANSAS CITY, MISSOURI 64112
816/561-3456
June 3, 1998
TO: ESOP PARTICIPANTS AND BENEFICIARIES
RE: Proposed Merger of JCN, Highwoods Properties, Inc., and Jackson
Acquisition Corporation
Please find enclosed a copy of the Proxy Statement/Prospectus provided
to shareholders of JCN common stock for the Special Meeting of the shareholders
to be held on July 1, 1998 for the purpose of voting upon the merger among JCN,
Highwoods Properties, Inc. and Jackson Acquisition Corporation. We urge you to
read these materials carefully.
You are entitled to direct the Trustee of the ESOP how the votable shares
of JCN common stock credited to your ESOP account will be voted at the Special
Meeting. You may direct the ESOP Trustee to vote your votable shares in favor
of the merger or against the merger or you may direct the ESOP Trustee not to
vote your shares (which has the same effect as a vote against the merger).
Effect of the Merger on Your ESOP Account
- -----------------------------------------
If the holders of two-thirds of the shares of all JCN common stock (not
just the stock owned by the ESOP) vote their shares in favor of the merger, each
share of JCN common stock owned by the ESOP will be exchanged for the right to
receive, (i) $65 in cash, or (ii) shares of Highwoods common stock, or (iii) a
combination of the two. Currently, the ESOP Trustee has the power to choose cash
or stock for you. The company and the ESOP Trustee are working together to give
you the right to make that election. If your ESOP account is to receive
Highwoods common stock, it will receive between 1.84 and 2.03 shares of
Highwoods common stock for each share of JCN common stock. The number of shares
of Highwoods common stock your ESOP account will receive will be determined by
the trading price of Highwoods common stock during the 20 trading days prior to
the closing of the merger. The exact number of Highwoods shares you will receive
will not be known until the closing date. The stock or cash consideration would
be credited to your ESOP account based on your proportionate share of the JCN
common stock held by the ESOP immediately prior to the exchange.
Voting Instruction Form
- -----------------------
Please complete and sign the enclosed blue Voting Instruction Form and
return the form in the enclosed postage-paid, return envelope addressed to the
ESOP Trustee, INTRUST Bank. INTRUST will compile the instructions. INTRUST has
agreed that your voting instructions will be held in strict confidence and
will not be revealed to JCN or JCN personnel or management. Your voting
instructions must be received by INTRUST no later than noon, June 30, 1998.
If your Voting Instruction Form is not received on or before that date, the
votable shares of JCN common stock credited to your ESOP account will be
voted by the Trustees as it chooses.
IF YOU HAVE ANY QUESTIONS CONCERNING THE VOTING PROCEDURE, PLEASE CALL
THE TOLL-FREE J.C. NICHOLS HELP-LINE FOR ESOP PARTICIPANTS: 1-888-750-5835.
YOU WILL NOT BE ASKED TO IDENTIFY YOURSELF.
