SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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( ) 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)
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J.C. NICHOLS COMPANY
310 WARD PARKWAY
ON THE COUNTRY CLUB PLAZA
KANSAS CITY, MISSOURI 64112
(310) 581-5456
June 4, 1998
STATEMENT OF BILL HOSKINS, CHAIRMAN, ON BEHALF OF THE J.C. NICHOLS
BOARD OF DIRECTORS
The J.C. Nichols Company today mailed its proxy statement to shareholders,
urging them to vote in favor of the merger between J.C. Nichols and Highwoods
Properties at our Special Meeting of shareholders on July 1, 1998.
We are very pleased that our shareholders will now have the information
necessary to understand by the J.C. Nichols-Highwoods merger is in the best
interests of all shareholders, including our ESOP participants. The proxy
provides the background and support for the key reasons why the J.C. Nichols
Board urges a vote in favor of the merger.
There are three key reasons behind our recommendation: The Highwoods transaction
offers superior value to all J.C. Nichols shareholders, with the certainty that
shareholders will receive that value quickly; the Highwoods offer is the best
offer, and it is the only offer; and Highwoods has made important commitments
that will assure that J.C. Nichols maintains its unique role in the life of
Kansas City.
The $65 per share offer represents more than a tripling in the value of the
shares since the first quarter of 1996, when the new management team and board
of directors began their efforts to revitalize the company. There were difficult
decisions made during that time, but they have resulted in a significant
increase in value that will now be shared by all shareholders, including former
employees.
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The Highwoods offer also gives shareholders the unique opportunity to choose
cash, Highwoods stock, or a combination of both in exchange for their J.C.
Nichols shares. Having the opportunity to choose Highwoods stock is important
because the J.C. Nichols Board believes that this will give JCN shareholders the
ability to share in the creation of additional value in a fast-growing and
dynamic company. A recent amendment to the merger agreement gives shareholders
greater certainty that they will receive $65 a share in value even if Highwoods
shares trade lower before the transaction closes.
ESOP participants should note that following the closing, Highwoods will
terminate the Trust. Trust participants will be fully vested and the Trust
assets will be distributed to the participants, allowing them to invest their
own money as they see fit.
The J.C. Nichols Board of Directors believes Highwoods is the best strategic
partner for the J.C. Nichols Company; Highwoods has an impressive performance
record as one of the nation's premier Real Estate Investment Trusts; the
combined company will have excellent growth opportunities, and will be well
positioned to capitalize on both consolidation and growth in the rapidly
expanding real estate industry; shareholders who choose stock will hold a liquid
security traded on the New York Stock Exchange, with a record of significant
divident payouts, yielding 6.18 percent annually; Highwoods has also made
important commitments, detailed in the proxy, that will assure that J.C.
Nichols' unique vision continues to guide the development of the Company and its
involvement in Kansas City.
For all these reasons, the Board of Directors strongly urges shareholders to
vote their proxy cards in favor of the merger.
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