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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 Section 240.14a-11(c) or Section 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):
[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:
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(2) Aggregate number of securities to which transaction applies:
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(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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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[LETTERHEAD OF JCPENNEY]
April 15, 1999
Dear Fellow Stockholder:
I am writing to ask you to follow your Board's recommendation and vote
against Item 4 on your proxy card, the proposal by a stockholder to amend the
Company's bylaws. This proposal, and the Board's opposition to it, are
described in the Proxy Statement contained in this package for the Company's May
21, 1999 Annual Meeting of Stockholders.
Your Board of Directors is unanimously opposed to the proposal for the
following reasons:
. The Company's stockholder rights plan was adopted to protect JCPenney's
long-term value for all stockholders. The rights plan was designed to protect
stockholders against potential abuses during the takeover process which
unfairly discriminate against stockholders by providing the Board adequate
time and flexibility either to negotiate the highest possible bid from a
potential acquiror or to develop alternatives that might better maximize
stockholder value.
- Recent studies by J.P. Morgan and Georgeson & Company indicate that
rights plans like ours actually increase premiums paid by acquirors
and do not reduce the likelihood of a tender offer being made.
. JCPenney's stockholder rights plan contains a three year independent
director evaluation ("TIDE") provision, a feature which has been favorably
received by stockholders of other companies.
- The TIDE provision requires that the rights plan be reviewed at least
every three years by a Committee of the Board consisting of
independent directors. The independent Committee is empowered to
recommend to the full Board of Directors modifications to or
termination of the rights plan.
- Ten of your eleven directors are independent.
. Since the proposed bylaw requires redemption of the current rights plan
and stockholder approval for any new rights plan (a lengthy procedure), the
Company would be unable to adopt a rights plan even in the case of a hostile
bid deemed inadequate by the Board of Directors and would be deprived of a
proven and necessary tool to maximize stockholder value.
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. Your Board believes, based upon the opinion of the Company's Delaware
legal counsel, that the proposal, if approved, would be invalid under Delaware
law.
Please vote AGAINST Item 4. Vote to keep your Board's ability to use the
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stockholder rights plan to maximize and protect your interest in the Company.
Your Board also recommends voting AGAINST Items 3, 5, and 6 for the reasons
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stated in the Proxy Statement.
JCPenney has long been committed to the principles of good corporate
governance and to managing our Company in a way that is fair to our
stockholders, our associates, and to the people with whom JCPenney does
business. These practices, in turn, serve to maximize value for our
stockholders.
A proxy card is contained in this package. Please mark and sign your
ballot and return your card in the enclosed postage paid envelope. If you
prefer, you may cast your vote by telephone, following the instructions set
forth on the proxy card.
Sincerely,
/s/ J. E. OESTERREICHER
J. E. Oesterreicher
Chairman of the Board
and Chief Executive Officer
Enclosures
2
