SCHEDULE 14A
(Rule 14-1a-101)
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:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
THE NEIMAN MARCUS GROUP, INC.
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(Name of Registrant as Specified in Its Charter)
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:
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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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September 13, 1999
By Facsimile
Barclays Bank PLC
Attn: Linda Selbach
Re: The Neiman Marcus Group and Harcourt General:
September 15, 1999 Special Meetings of Stockholders
Dear Ms. Selbach:
Thank you for speaking with me briefly on Thursday about the upcoming special
meetings of stockholders of The Neiman Marcus Group, Inc. (NMG) and Harcourt
General, Inc. (Harcourt). As requested, and as described in more detail in
the proxy statements, there follows below background information and a
discussion of why the companies believe you should not follow the
recommendation of Institutional Shareholder Services in voting Barclaysp'
holdings in NMG and Harcourt.
The purpose of the meetings is to obtain shareholder approval for certain
actions necessary for and designed to facilitate the tax-free distribution by
Harcourt of most of its controlling equity position in NMG. The distribution
would create two "pure play" companies, thus improving investors' ability to
evaluate the investment characteristics of each company and enhancing the
likelihood that each will receive appropriate market recognition of its
performance.
The NMG proxy statement includes four proposals, the first of which requests
approval for a recapitalization of NMG which is necessary in order for the
proposed distribution to be effected on a tax-free basis. Although ISS agrees
"that the redistribution of control to the hands of the public shareholders
would be in their best interests," it has recommended a vote against the
recapitalization in part because of the unequal voting rights with respect to
the election of directors of the Class A and Class B Common stock. Please
understand, however, that the unequal voting rights are necessary in order for
the distribution to be tax-free. Current tax law requires that in order for
the distribution to be tax-free to Harcourt and its shareholders, Harcourt own
at the time of the distribution capital stock of NMG having the right to elect
at least 80% of the NMG board.
The proposed distribution does not require the approval of the Harcourt
shareholders. However, adoption of the Harcourt proposal, which seeks
approval of a charter amendment that would increase the total authorized
capital of Harcourt and create a class of low-voting stock, is a condition to
the distribution. ISS' recommendation against this proposal is based on their
assessment of the appropriate reserve pool for Harcourt. ISS has recommended
a vote against the proposal based on a nominal difference of .5% between ISS'
allowable threshhold and the actual capital request.
We think that shareholders of both companies should consider the proposals
based on whether they agree that the distribution and resultant creation of
two "pure play" companies is in the best interests of the companies and their
shareholders. We ask that you evaluate the proposals with this in mind, and
vote "FOR" the NMG recapitalization proposal and the Harcourt charter
amendment.
Thank you very much for your consideration. If you have any additional
questions, please feel free to contact me.
Sincerely,
/s/ Gail S. Mann
Gail S. Mann
