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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
J.C. Nichols Company
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
653777102
(CUSIP Number)
Charles I. Weissman, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 8, 1997
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b) (3) or (4), check the following: [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 653777102 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Angelo, Gordon & Co., L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 193,250
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 193,250
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON*
BD, IA, PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 653777102 Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John M. Angelo
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 193,250
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 193,250
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
193,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 653777102 Page 4 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael L. Gordon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 193,250
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 193,250
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
193,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION.
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Schedule 13D
J.C. Nichols Company
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to
the common stock, $.01 par value per share (the "Common Stock") of J.C. Nichols
Company (the "Issuer"). The address of the principal executive office of the
Issuer is 310 Ward Parkway, Kansas City, Missouri 64112.
Item 2. Identity and Background.
(a) This Statement is being filed jointly by (i) Angelo,
Gordon & Co., L.P., a Delaware limited partnership ("Angelo, Gordon"), (ii) John
M. Angelo in his capacities as a general partner of AG Partners, L.P. ("AGP"),
the sole general partner of Angelo, Gordon, and the Chief Executive Officer of
Angelo, Gordon and (iii) Michael L. Gordon, in his capacities as the other
general partner of AGP and the Chief Operating Officer of Angelo, Gordon
(collectively, the "Reporting Persons").
(b), (c) and (f) Angelo, Gordon is a Delaware limited
partnership. Its principal business is providing investment advice to client
funds and managed accounts. The address of the principal business of Angelo,
Gordon is located at 245 Park Avenue, New York, NY 10167.
The business address of Mr. Angelo is 245 Park Avenue,
New York, NY 10167. Mr. Angelo's principal occupation is acting as chief
executive officer of Angelo, Gordon. Mr. Angelo is a United States citizen.
The business address of Mr. Gordon is 245 Park Avenue,
New York, NY 10167. Mr. Gordon's principal occupation is acting as chief
operating officer of Angelo, Gordon. Mr. Gordon is a United States citizen.
(d) and (e). During the past five years, none of the Reporting
Persons has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds.
The source of the funds used by Angelo, Gordon to purchase the
securities of the Issuer was working capital and affiliate funds. The net amount
of funds used by Angelo, Gordon to purchase Common Stock was $7,438,143.
Page 5
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Item 4. Purpose of the Transaction.
The Reporting Persons acquired their shares of Common Stock of
the Issuer for investment purposes. The Reporting Persons may acquire or dispose
of securities of the Issuer, including shares of Common Stock, directly or
indirectly, in open-market or privately negotiated transactions, depending upon
the evaluation of the performance and prospects of the Issuer by the Reporting
Persons and upon other developments and circumstances, including, but not
limited to, general economic and business conditions and stock market
conditions. In addition, depending on any actions taken by the Issuer to enhance
stockholder value and the foregoing factors, the Reporting Persons may consider
taking any such actions as they believe would facilitate the enhancement of
stockholder value for holders of the Common Stock, including, but not limited
to, holding discussions with the Issuer and other stockholders regarding
alternative ways of enhancing stockholder value. The Reporting Persons reserve
the right to exercise any and all of their respective rights as a stockholder of
the Issuer in a manner consistent with their equity interests.
Except for the foregoing and as disclosed below, the Reporting
Persons have no present plans or proposals which relate to or would result in
any of the actions or events described in paragraphs (a) through (j) of Item 4
of Schedule 13D.
Item 5. Interest in Securities of Issuer.
(a) Angelo, Gordon may be deemed to be beneficial owner
of 193,250 shares (5.0%) of Common Stock.
Mr. Angelo may be deemed to be the beneficial owner of the
193,250 shares of Common Stock held by Angelo, Gordon.
Mr. Gordon may be deemed to be the beneficial owner of the
193,250 shares of Common Stock held by Angelo, Gordon.
The Reporting Persons have been advised by Franklin Mutual
Advisers, Inc. ("FMA") that it and certain of its affiliates will file a
Schedule 13D substantially concurrently herewith to report the beneficial
ownership of an additional 193,250 shares of Common Stock. The Reporting Persons
disclaim beneficial ownership of the shares of Common Stock owned by FMA.
The number of shares beneficially owned by the Reporting
Persons and the percentage of outstanding shares represented thereby have been
computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. There were 3,849,358 shares of Common Stock of the Company
outstanding as of April 30, 1997 reported in the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 1997.
(b) Angelo, Gordon has sole voting and dispositive power with
respect to 24,033 shares of Common Stock held for its own account and 169,217
shares of Common Stock held for the account of seven private investment funds
and managed accounts for which it acts as general partner and/or investment
advisor.
Page 6
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Mr. Angelo and Mr. Gordon each may be deemed to have shared
voting and dispositive power with resect to the 193,250 shares of Common Stock
held by Angelo, Gordon by virtue of their positions as officers of Angelo,
Gordon and general partners of AGP.
(c) The transactions in the Common Stock effected by the
Reporting Persons during the past sixty days are as follows: Angelo, Gordon and
seven private investment funds and managed accounts for which it acts as general
partner and/or investment advisor purchased 152,310 shares of Common Stock on
June 25, 1997 at $36.00 per share in an open market transaction; sold 76,155
shares of Common Stock on July 7, 1997 at $37.00 per share in a privately
negotiated transaction; purchased 83,500 shares of Common Stock on July 8, 1997
at $40.50 per share in an open market transaction; purchased 18,590 shares of
Common Stock on July 8, 1997 at $41.00 per share in an open market transaction;
purchased 1,345 shares of Common Stock on July 10, 1997 at $41.00 per share in
an open market transaction; purchased 4,410 shares of Common Stock on July 11,
1997 at $41.00 per share in an open market transaction; purchased 8,925 shares
of Common Stock on July 15, 1997 at $41.50 per share in an open market
transaction; and purchased 325 shares of Common Stock on July 16, 1997 at $42.00
per share in an open market transaction.
(d) The limited partners of (or investors in) each of seven
funds and accounts for which Angelo, Gordon acts as general partner and/or
investment advisor have the right to participate in the receipt of dividends
from, or proceeds from the sale of, securities held by their respective funds
(including Common Stock) in accordance with their respective limited partnership
interests (or investment percentages) in their respective funds.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Reporting Persons may be considered to be members of a
group along with FMA with respect to the securities of the Issuer. The Reporting
Persons have acted, and may continue to act, in concert with FMA with respect to
the securities of the Issuer.
Except as disclosed in this Item 6, there are no contracts,
arrangements, understandings or relationships between the Reporting Persons and
any other person with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Agreement of Joint Filing.
Page 7
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 18, 1997 ANGELO, GORDON & CO., L.P.
By: AG PARTNERS, L.P.,
General Partner
By: /s/ Michael L. Gordon
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Michael L. Gordon
General Partner
/s/ John M. Angelo
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John M. Angelo
/s/ Michael L. Gordon
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Michael L. Gordon
Page 8
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Exhibit Index
Page No.
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A. Agreement of Joint Filing 10
Page 9
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EXHIBIT A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13D
referred to below) of a statement on Schedule 13D or any amendments thereto,
with respect to the Common Stock of J.C. Nichols Company and that this Agreement
be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement as of the 18th day of July, 1997.
ANGELO, GORDON & CO., L.P.
By: AG PARTNERS, L.P.,
General Partner
By: /s/ Michael L. Gordon
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Michael L. Gordon
General Partner
/s/ John M. Angelo
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John M. Angelo
/s/ Michael L. Gordon
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Michael L. Gordon
Page 10
