UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
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
SEC File Number 000-06181
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, Amendment No. 1 to its Form 10 filed on October 15, 1996,
Amendment No. 2 to its Form 10 filed on November 20, 1996, Amendment
No. 3 to its Form 10 filed on December 3, 1996 and Amendment No. 4 to its
Form 10 filed on February 14, 1997, are each amended to reflect changes to
Exhibit 16.1 ("New Exhibit 16.1"), as required by Item 304 of Regulation S-K.
The New Exhibit 16.1 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>
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 February 28, 1997
- ------------------------
William K. Hoskins and Director
/s/ BARRETT BRADY President, Chief Executive February 28, 1997
- ------------------------
Barrett Brady Officer and Director
/s/ KAY N. CALLISON* Director February 28, 1997
- ------------------------
Kay N. Callison
/s/ MARK C. DEMETREE* Director February 28, 1997
- -------------------------
Mark C. Demetree
/s/ CLARENCE L. ROEDER* Director February 28, 1997
- -------------------------
Clarence L. Roeder
/s/ JOHN A. OVEL* Director February 28, 1997
- -------------------------
John A. Ovel
/s/ THOMAS J. TURNER, III* Director February 28, 1997
- -------------------------
Thomas J. Turner, III
/s/ MARK A. PETERSON* Vice President, February 28, 1997
- -------------------------
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]
February 27, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 14 of Amendment No. 4 to the Form 10 Registration Statement,
originally filed with the Securities and Exchange Commission by J.C. Nichols
Company (the "Company") on or about September 30, 1996, and most recently
amended on or about February 14, 1997. With respect to the first paragraph,
we are in agreement with sentences one and two and four through six. We have
no reason to either agree or disagree with the third sentence of that
paragraph.
With respect to the second paragraph, we do not agree that a disagreement that
would require disclosure pursuant to Item 304 of Regulation S-K has occurred.
With respect to the first and second sentences of that paragraph, subsequent
to the termination of our engagement, the Company raised certain concerns
regarding the sufficiency of our disclosures to, and communications with, the
Company's Board of Directors, regarding related party transactions and
purported deficiencies in the Company's internal accounting controls. We have
no reason to either agree or disagree with the third sentence of paragraph two.
We are in agreement with sentence four of that paragraph.
Your truly,
/s/ DELOITTE & TOUCHE LLP
cc: Mr. Barrett Brady, President
J.C. Nichols Company
310 Ward Parkway
Kansas City, Missouri 64112
