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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 (S)240.14a-11(c) or (S)240.14a-12
J. C. Penney Company, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $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 (Set forth the
amount on which the 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 Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
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by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
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JCPenney William R. Howell
Chairman of the Board
April 11, 1996
[Addressee]
Dear _____________________:
Enclosed, for your review, are JCPenney's 1996 Proxy Statement and
Annual Report to Stockholders. You will note that the Proxy Statement
contains three stockholder proposals, two of which, regarding the
Company's classified Board structure and Stockholder Rights Plan, are
similar to proposals submitted by the same proponents in prior years.
YOUR BOARD OF DIRECTORS HAS CAREFULLY EVALUATED THESE TWO PROPOSALS AND
URGES YOU TO VOTE AGAINST THEM FOR REASONS OUTLINED IN DETAIL IN THE
PROXY STATEMENT, AND SUPPLEMENTED BY THIS LETTER.
As you reflect on how to cast your vote, we hope that you will consider
these proposals not in isolation but rather within the larger context of
JCPenney's record of performance and sensitivity to stockholder
interests.
JCPenney has a long history of acting to build stockholder value.
Indeed, we are guided in every decision we make by the overriding
mandate not just to create value but to take proactive steps to return
that value to stockholders. We have a consistent record of dividend
increases over many years, the most recent of which was an 8.3% increase
in the quarterly dividend declared by the Board of Directors on March
13, 1996. In our 1995 fiscal year, JCPenney's total stockholder return,
including dividends, has been 17%. For the past three fiscal years ending
January 27, 1996, JCPenney's total stockholder return has been 44% as
compared to 16% for the Standard & Poor's retail department store index.
Moreover, during the past two fiscal years, we have repurchased 17.5 million
shares, or 7% of the total shares outstanding, and have repurchased 92.1
million shares, or 31%, over the past ten years.
We believe there is a similar long history of progressive corporate
governance practices. JCPenney's Board of Directors has been an
independent one for over sixteen years. To better inform the
stockholders for whom we work on corporate governance matters, we
have included for many years special corporate governance sections
in both our Annual Report and Proxy Statement. And, reflective of our
commitment to progressive corporate
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Customer Service is Our Number One Priority
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J. C. Penney Company, Inc. * P. O. Box 10001 * Dallas, TX 75301-0001
Executive Offices * 6501 Legacy Drive * Plano, TX 75024-3698
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governance, we are proud to say that in 1994, your Company was awarded an A+
rating from the California Public Employees' Retirement System for the
favorable comparison of JCPenney Board practices with those contained in the
well-known General Motors Board Guidelines.
We are equally proud of our record of taking seriously stockholder
proposals--and supporting them when they are in the best interests of
all stockholders. For example:
* In our 1996 Proxy Statement, JCPenney is supporting a stockholder
proposal seeking a report on doing business with foreign suppliers;
* In 1991, the Company also supported a stockholder proposal
requesting that JCPenney report on its activities in promoting
minority and female business relationships, on equal employment
opportunities, and on affirmative action; and
* In 1989, the Company voluntarily adopted a confidential voting
policy after receiving a stockholder request to do so.
We believe that the record supports the conclusion that JCPenney's Board
of Directors carefully considers the merits of stockholder proposals on
a case-by-case basis, and is guided by their fiduciary responsibilities
and by a determination of what is in the best interests of all of our
stockholders.
The Board's recommendation that you vote against two of the stockholder
proposals in our 1996 Proxy Statement reflects the Board's considered
judgment that the proper and effective management of the Company and the
interests of all stockholders are enhanced by the presence of the
Company's classified Board of Directors and Stockholder Rights Plan.
These measures do not prevent the acquisition of the Company. They do,
however, strengthen the hand of the Board to negotiate the highest
possible price in the event of an acquisition bid. Indeed, a number of
respected studies indicate that companies with such provisions in place
achieve higher ultimate values in the event they are sold.
A JCPenney associate will be calling you in the next few days to ensure
that you have received these materials. Thank you for your continuing
interest in and support of JCPenney.
Warmest regards,
/s/ W. R. Howell
