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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
JUST FOR FEET, 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)(4) and 0-11.
(1) Title of each class 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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[_] 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.
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Notes:
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[LETTERHEAD OF JUST FOR FEET APPEARS HERE]
May 8, 1998
Dear Fellow Shareholder:
You were recently provided materials for the Company's annual meeting to
be held on May 29, 1998. At the meeting you will be asked (i) to ratify (a) the
adoption of an amendment to the Company's Articles of Incorporation increasing
the number of authorized shares of stock from 25,002,667 shares to 75,000,000
shares (the "Charter Amendment") and (b) the issuance of shares of common stock
in excess of the number authorized prior to giving effect to the Charter
Amendment (the "Share Issuances"); (ii) to consider a proposal to change the
Company's state of incorporation from Alabama to Delaware; and (iii) to elect
six (6) directors to serve until the next annual meeting of shareholders.
The matters to be voted on at the meeting, particularly the ratification
of the Charter Amendment and the Share Issuances and the proposal to change the
Company's state of incorporation from Alabama to Delaware, are very important to
our Company. We urge you to read the Company's Proxy Statement carefully, as it
provides detailed information about each of these matters.
At the 1996 Annual Meeting of Shareholders held on May 28, 1996, the
Company's shareholders approved the Charter Amendment, which increased the
Company's authorized capital stock and eliminated a previously authorized class
of preferred stock which was no longer outstanding. The Charter Amendment
received the affirmative vote of 70.6% of the outstanding shares of Common
Stock. The Alabama Constitution required that the Company provide shareholders
with 30 days prior notice of the 1996 meeting. The Company inadvertently
provided shareholders with only 20 days prior notice. In view of the notice
requirement contained in the Alabama Constitution and to eliminate uncertainty
as to the effect of the Company's providing shorter notice of the 1996 meeting,
the Board of Directors believes it is in the best interest of the Company for
the shareholders to ratify, at the 1998 meeting, the Charter Amendment and the
Share Issuances.
Your Board of Directors also believes that it is in the best interests
of the Company and its shareholders to change the state of incorporation of the
Company from Alabama to Delaware for a number of reasons, including the
following:
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May 8, 1998
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. The prominence, predictability and flexibility of Delaware corporate law
. Delaware's well-established principles of corporate governance
. The Company's belief that shareholders will benefit from the responsiveness of
Delaware corporate law to their needs and to those of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE
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CHARTER AMENDMENT AND THE SHARE ISSUANCES AND THE PROPOSED REINCORPORATION.
Please note that ratification of the Charter Amendment and Share
Issuances and approval of the Reincorporation proposal require the affirmative
vote of 66.77% and 66.66%, respectively, of the issued and outstanding shares.
Therefore, if you do not vote, it will have the same effect as a vote against
the proposals. Please take a few moments to sign, date and return the proxy card
in the enclosed postage-paid envelope. By doing so, you will save your company
the expense of further solicitation while ensuring that your vote is represented
at the Annual Meeting.
Very truly yours,
/s/ Harold Ruttenberg
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Harold Ruttenberg
Chairman of the Board, President
and Chief Executive Officer
