SEC File Number 000-06181
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
to
FORM 10 - 12G/A
AMENDMENT TO GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(g) of the Securities Exchange Act of 1934
J.C. NICHOLS COMPANY
(Exact name of registrant as specified in its charter)
Missouri 44-0371610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
310 Ward Parkway, Kansas City, Missouri 64112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 561-3456
Securities to be registered pursuant to Section 12(g) of the Act: Common
Stock, par value $0.01 per share.
<PAGE>
DESCRIPTION OF AMENDMENT
The J.C. Nichols Company's Registration Statement on Form 10 filed on
September 30, 1996 is amended to reflect the addition of Exhibit 16.1 ("New
Exhibit"), as required by Item 304 of Regulation S-K. A reference to the New
Exhibit has been added to Item 15, Exhibits, Consolidated Financial
Statements, and Financial Statement Schedules and to the Exhibit Index. The
New Exhibit is included in its entirety as part of this Amendment and is
hereby incorporated as an exhibit to the Registration Statement on Form 10.
<PAGE>
ITEM 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS, AND FINANCIAL
STATEMENT SCHEDULES
Exhibit
Number
------
(a) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
1. Years Ended December 31, 1995 and 1994
Independent Auditors' Report [F-1]
FINANCIAL STATEMENTS:
Consolidated Balance Sheets at
December 31, 1995 and 1994 [F-2]
Consolidated Statements of
Operations For the Years Ended
December 31, 1995 and 1994 [F-3]
Consolidated Statements of Stockholders'
Equity (Deficit) For the Years Ended
December 31, 1995 and 1994 [F-4]
Consolidated Statements of Cash Flows
For the Years Ended December 31, 1995 and 1994 [F-5]
Notes to Consolidated Financial Statements [F-6]
Independent Auditors' Report [F-7]
FINANCIAL STATEMENT SCHEDULES:
Schedule of Real Estate and Accumulated Depreciation
at December 31, 1995 [F-8.1]
Schedule of Real Estate and Accumulated Deprecation
Roll forwards For the Year End December 31, 1995 [F-8.2]
Schedule of Real Estate and Accumulated Depreciation
Roll forwards For the Year Ended December 31, 1994 [F-8.3]
Schedule of Mortgage Loans on Real Estate
at December 31, 1995 [F-9.1]
Schedule of Roll forward of Mortgage Loans
on Real Estate For the Year Ended December 31, 1995 [F-9.2]
Schedule of Roll forward of Mortgage Loans
on Real Estate For the Year Ended December 31, 1994 [F-9.3]
Schedule of Valuation and Qualifying
Accounts For the Year Ended December 31, 1995 [F-10.1]
Schedule of Valuation and Qualifying
Accounts For the Year Ended December 31, 1994 [F-10.2]
<PAGE>
Exhibit
Number
--------
2. Six Months Ended June 30, 1996 and 1995
FINANCIAL STATEMENTS:
Consolidated Balance Sheets at June 30, 1996
(Unaudited) and December 31, 1995 [F-11]
Consolidated Statements of Operations For the
Six Months Ended June 30, 1996 and 1995 (Unaudited) [F-12]
Consolidated Statement of Stockholders' Equity
(Deficit) For the Six Months Ended June 30, 1996
(Unaudited) [F-13]
Consolidated Statements of Cash Flows For the
Six Months Ended June 30, 1996 and 1995 (Unaudited) [F-14]
Notes to Unaudited Consolidated Financial Statements [F-15]
(b) EXHIBITS
The Articles of Incorporation of the Company [3.1]
The Bylaws of the Company [3.2]
The Articles of Incorporation of the Company
(Included in Exhibit 3.1) [4.1]
The Bylaws of the Company (Included in Exhibit 3.2) [4.2]
Amendment to and Restatement of J.C. Nichols Company
Employee Stock Ownership Plan [10.1(a)]
First Amendment to the Amended and Restated
J.C. Nichols Company Employee Stock Ownership Plan [10.1(b)]
Third Amendment to the Amended and Restated
J.C. Nichols Company Employee Stock Ownership Plan [10.1(c)]
Amendment to and Restatement of J.C. Nichols Company
Employee Stock Ownership Trust [10.2(a)]
First Amendment to the Amended and Restated
J.C. Nichols Company Employee Stock Ownership Trust [10.2(b)]
Real Estate Contract of Sale (between J.C. Nichols
Company and Synergy Development Alliance, L.C.) [10.3(a)]
Amendment to Real Estate Contract of Sale [10.3(b)]
Second Amendment to Real Estate Contract of Sale [10.3(c)]
April 25, 1995 Letter Agreement [constituting third
amendment to Real Estate Contract of Sale] [10.3(d)]
<PAGE>
Exhibit
Number
---------
May 11, 1995 Letter Agreement [constituting fourth
amendment to Real Estate Contract of Sale] [10.3(e)]
Secured Promissory Note - Note A [10.4(a)]
Secured Promissory Note - Note B [10.4(b)]
Deed of Trust, Security Agreement and Assignment of
Rents [10.4(c)]
Assignment of Leases and Rents [10.4(d)]
Hotel Management Fee Participation Sale Agreement [10.5]
Restated Joint Venture Agreement [10.6]
J.C. Nichols Company 1996 Stock Option Plan, Amended and
Restated Effective May 30, 1996 [10.7]
Form of Indemnification Agreement entered into
between the Company and each of the members of the
Board of Directors and certain Officers [10.8]
Form Employment Agreement between the Company and
certain Officers [10.9]
Employment Agreement between the Company and Mr. Brady,
President and Chief Executive Officer of the Company [10.10]
Settlement Agreement [Filed separately with the Securities
and Exchange Commission, Confidential Treatment of
Entire Agreement Sought] [10.11]
Letter re: Change in Certifying Accountant [16.1]
List of Subsidiaries and Affiliates of the Company [21.1]
Power of Attorney for the members of the Board of Directors
and certain Officers of the Company (included in Signature
Pages to the Registration Statement) [24.1]
Financial Data Schedule [27.1]
Settlement Agreement and Mutual Releases as of June 30, 1995 [99.1]
<PAGE>
EXHIBIT INDEX
EXHIBIT NO.
3.1 The Articles of Incorporation of the Company
3.2 The Bylaws of the Company
4.1 The Articles of Incorporation of the Company
(Included in Exhibit 3.1)
4.2 The Bylaws of the Company (Included in Exhibit 3.2)
10.1(a) Amendment to and Restatement of J.C. Nichols Company
Employee Stock Ownership Plan
10.1(b) First Amendment to the Amended and Restated
J.C. Nichols Company Employee Stock Ownership Plan
10.1(c) Third Amendment to the Amended and Restated
J.C. Nichols Company Employee Stock Ownership Plan
10.2(a) Amendment to and Restatement of J.C. Nichols Employee Stock
Ownership Trust
10.2(b) First Amendment to the Amended and Restated J.C. Nichols Company
Employee Stock Ownership Trust
10.3(a) Real Estate Contract of Sale (between J.C. Nichols Company and
Synergy Development Alliance, L.C.)
10.3(b) Amendment to Real Estate Contract of Sale
10.3(c) Second Amendment to Real Estate Contract of Sale
10.3(d) April 25, 1995 Letter Agreement [constituting third amendment to
Real Estate Contract of Sale]
10.3(e) May 11, 1995 Letter Agreement [constituting fourth amendment to
Real Estate Contract of Sale]
10.4(a) Secured Promissory Note - Note A
10.4(b) Secured Promissory Note - Note B
10.4(c) Deed of Trust, Security Agreement and Assignment of Rents
10.4(d) Assignment of Leases and Rents
<PAGE>
EXHIBIT NO.
10.5 Hotel Management Fee Participation Sale Agreement
10.6 Restated Joint Venture Agreement
10.7 J.C. Nichols Company 1996 Stock Option Plan, Amended and Restated
Effective May 30, 1996
10.8 Form of Indemnification Agreement entered into between the Company
and each of the members of the Board of Directors and certain
Officers
10.9 Form Employment Agreement between the Company and Certain Officers
10.10 Employment Agreement between the Company and Mr. Brady, President
and Chief Executive Officer of the Company
10.11 Settlement Agreement [Filed separately with the Securities and
Exchange Commission, Confidential Treatment of Entire Agreement
Sought]
16.1 Letter re: Change in Certifying Accountant
21.1 List of Subsidiaries and Affiliates of the Company
24.1 Power of Attorney for the members of the Board of Directors
and certain Officers of the Company (Included in Signature Pages
to the Registration Statement)
27.1 Financial data schedule
99.1 Settlement Agreement and Mutual Releases as of June 30, 1995
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
J.C. NICHOLS COMPANY
By: /s/ BARRETT BRADY
-----------------
Barrett Brady
Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment has been signed below by the following persons in the capacities and
on the dates indicated:
SIGNATURE POSITION DATE
/s/ WILLIAM K. HOSKINS* Chairman of the Board October 14, 1996
- ------------------------
William K. Hoskins and Director
/s/ BARRETT BRADY President, Chief Executive October 14, 1996
- ------------------------
Barrett Brady Officer and Director
/s/ KAY N. CALLISON* Director October 14, 1996
- ------------------------
Kay N. Callison
/s/ MARK C. DEMETREE* Director October 14, 1996
- -------------------------
Mark C. Demetree
/s/ JOHN A. OVEL* Director October 14, 1996
- -------------------------
John A. Ovel
/s/ JAMES W. QUINN* Director October 14, 1996
- -------------------------
James W. Quinn
/s/ CLARENCE L. ROEDER* Director October 14, 1996
- -------------------------
Clarence L. Roeder
/s/ JOHN SIMON* Director October 14, 1996
- -------------------------
John Simon
/s/ THOMAS J. TURNER, III* Director October 14, 1996
- -------------------------
Thomas J. Turner, III
/s/ MARK A. PETERSON* Vice President, October 14, 1996
- -------------------------
Mark A. Peterson Chief Financial
Officer and Treasurer
(Principal Accounting Officer)
* Signed pursuant to Power of Attorney provided on signature page of
registrant's Registration Statement on Form 10.
<PAGE>
[Exhibit 16.1]
[Deloitte & Touche LLP Letterhead]
October 11, 1996
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, DC 20549
Dear Sirs/Madams:
We have read the comments in Item 14 of the Form 10 Registration Statement
filed with the Securities and Exchange Commission by J. C. Nichols Company
(the "Company") on or about September 30, 1996. We are in agreement with
sentences one through four. With respect to sentence five, subsequent to the
date of cessation of the client-auditor relationship, current management of
the Company expressed to us concern relating to services provided prior to
that date. We have no knowledge or reason to either agree or disagree with
the sixth and seventh sentences.
Yours truly,
/s/ DELOITTE & TOUCHE LLP
cc: Mr. Barrett Brady, President
J. C. Nichols Company
310 Ward Parkway
Kansas City, Missouri 64112
