SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
J.C. NICHOLS COMPANY
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
653777102
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein, Sandler, Kohl,
28th Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 421-2600 Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
July 28, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-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).
<PAGE>
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
________________________________________________________________________________
3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 660,897*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 17.2%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 160,957 shares (4.2%) of J.C. Nichols Company common stock are owned by
Cerberus Partners, L.P., a partnership organized under the laws of Delaware
("Cerberus"). 173,220 shares (4.5%) of J.C. Nichols Company common stock
are owned by Cerberus International, Ltd., a corporation organized under
the laws of the Bahamas ("International"). 74,500 shares (1.9%) of J.C.
Nichols Company common stock are owned by Ultra Cerberus Fund, Ltd., a
corporation organized under the laws of the Bahamas ("Ultra"). Stephen
Feinberg possesses sole voting and investment control over all securities
owned by Cerberus, International and Ultra. In addition, 252,220 shares
(6.6%) of J.C. Nichols Company common stock are owned by various others
persons and entities for which Stephen Feinberg possess certain investment
authority. See Item 5 for further information.
<PAGE>
Item 4. Purpose of Transaction.
On July 28, 1997, Cerberus offered to purchase from the Employee Stock
Ownership Trust of the Company (the "ESOT") all shares of common stock of the
Company held by the ESOT (believed by Cerberus to be 879,442 shares) (the "ESOT
Shares") for a cash purchase price of $42.00 per share (subject to adjustment as
described below) (the "Offer"). As set forth in the Offer, in the event Cerberus
were to purchase shares of common stock of the Company at a price per share of
$45.00 or greater prior to August 5, 1998, Cerberus will pay to the ESOT an
amount equal to the product of (x) the number of shares of common stock of the
Company purchased by Cerberus prior to August 5, 1998 at a price per share equal
to or greater than $45.00 and (y) 50% of the difference between such per share
purchase price paid by Cerberus and $45.00. The Offer expires on August 5, 1997
unless accepted by the ESOT prior thereto.
The ESOT Shares constitute approximately 22.8% of the issued and
outstanding shares of common stock of the Company. In the event the ESOT accepts
the Offer and sells the ESOT Shares to Cerberus, Cerberus, along with the other
entities for which Stephen Feinberg exercises voting or investment control over
the shares of common stock of the Company, would then own approximately 40.0% of
the issued and outstanding shares of common stock of the Company, assuming no
other transactions in shares of common stock of the Company are effected by
Cerberus (or any of the other entities for which Stephen Feinberg exercises
voting or investment control over the shares of common stock of the Company).
Cerberus understands that the Company declared a purported dividend of one
Common Stock Purchase Right (the "Poison Pill")for each share of common stock of
the Company outstanding at the close of business on July 28, 1997 or such later
date as set forth in the Poison Pill. Cerberbus has been advised that the
purported issuance of the Poison Pill could impede the ability of Cerberus to
purchase the ESOT Shares without the advance approval of the board of directors
of the Company.
Although, except as set forth herein, Stephen Feinberg has no present plans
or intentions which would relate to or would result in any of the transactions
required to be described in Item 4 of Schedule 13D, in the event ESOT accepts
the Offer and sells the ESOT Shares to Cerberus, Stephen Feinberg would then
control a substantial percentage of the issued and outstanding shares of common
stock of the Company and, in such event, Stephen Feinberg expects that, at that
time, he may evaluate and consider one or more of the types of transactions
required to be described in Item 4 of Schedule 13D, including but not limited
to, for example, (i) proposing to the board of directors of the Company one or
more financing or investment transactions or (ii) a change in the present board
of directors and/or management of the Company.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 1997, on April 30, 1997 there
were issued and outstanding 3,849,358 shares of common stock of the Company. As
of July 28, 1997, Cerberus owned 160,957* of such shares, or 4.2% of those
outstanding; International owned 173,220 of such shares, or 4.5% of those
outstanding; Ultra owned 74,500 of such shares, or 1.9% of those outstanding and
the Funds in the aggregate owned 252,220 of such shares, or 6.6% of those
outstanding. Stephen Feinberg possesses (i) the sole power to vote and direct
the disposition of all shares of common stock of the Company owned by each of
Cerberus, International and Ultra and (ii) power to direct the disposition of
the shares of common stock of the Company owned by the Funds. The only
transactions by each of Cerberus, International and Ultra and the Funds in
shares of common stock of the Company since the filing of the Schedule 13D
Amendment No. 2 by Mr. Feinberg as of July 11, 1997 were as follows (each of
which were effected in an ordinary broker's transaction):
Cerberus Partners, L.P.
Date Quantity Price
(Purchases)
July 15, 1997 11,850 $41.50
July 16, 1997 650 $42.00
(Sales)
NONE
Cerberus International, Ltd.
Date Quantity Price
(Purchases)
NONE
(Sales)
NONE
Ultra Cerberus Fund, Ltd.
Date Quantity Price
(Purchases)
NONE
(Sales)
NONE
The Funds
Date Quantity Price
(Purchases)
July 15, 1997 5,000 $41.50
July 18, 1997 4,000 $43.56
(Sales)
NONE
Item 7. Material to Be Filed as Exhibits.
1. Offer, dated July 28, 1997, of Cerberus Partners, L.P. to the Employee
Stock Ownership Trust of J.C. Nichols Company.
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* This amount includes the shares of common stock of the Company which were
disclosed as being held by Blackacre Overseas Fund, Ltd. ("Overseas") in each of
the Schedule 13D, Schedule 13D Amendment No. 1 and Schedule 13D Amendment No. 2
filed by Stephen Feinberg on July 2, 1997, July 3, 1997 and July 11, 1997,
respectively (the "Prior Filings"). These shares actually were at all times held
by Cerberus but, due to a clerical error, were listed as held by Overseas in the
Prior Filings.
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
July 28, 1997
/s/ Stephen Feinberg
Stephen Feinberg, in his capacity as
the general partner of Cerberus Associates,
L.P., the general partner of Cerberus
Partners, L.P., and as the investment
manager for each of Cerberus International,
Ltd., Ultra Cerberus Fund, Ltd. and the
Funds
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
Exhibit 1
Scott W. Rankin, Trustee
Employee Stock Ownership Trust
for J.C. Nichols Company
c/o Intrust Bank
P.O. Box 8338
Prairie Village, Kansas 66208
Dear Mr. Rankin:
Cerberus Partners, L.P. and certain of its affiliates (collectively, "CP")
hereby irrevocably offers to purchase all shares of common stock of J.C. Nichols
Company ("JCN") held by the Employee Stock Ownership Trust ("ESOT") (the
"Shares") for a cash purchase price of $42.00 per share net to the ESOT. Our
offer is expressly not subject to due diligence.
Upon your acceptance of this offer, CP will pay the purchase price by wire
transfer of immediately available funds in the amount of $36,936,564 against
delivery of certificates for the Shares, based on 879,442 Shares assumed to be
owned by ESOT and subject to adjustment for the actual number of shares owned
and sold. It is our understanding that the two month time period required to
obtain final approval to sell the Shares may be waived and the purchase and
sale, if acceptable to the ESOT, may move forward in a shorter time frame.
Because CP is aware that the ESOT trustees are fiduciaries for the ESOT
beneficiaries, CP is willing to afford purchase price protection to the ESOT. In
the event that prior to August 5, 1998 CP were to purchase shares of common
stock at $45.00 per share or greater, CP will make a payment to the ESOT equal
to the product of (x) the number of shares purchased by CP at $45.00 per share
or greater and (y) 50% of the difference between the purchase price paid by CP
for such shares less $45.00.
If you would like to accept the foregoing offer, please signify your
agreement below and return copy (counterparts being acceptable) to the
undersigned. This offer shall expire and be of no force and effect unless
accepted by the ESOT on or prior to 5:00 p.m., Kansas City time, on August 5,
1997.
Very truly yours,
CERBERUS PARTNERS, L.P.
By: _________________________
Name: Ronald Kravit
AGREED TO AND ACCEPTED this
_______ day of July, 1997
EMPLOYEE STOCK OWNERSHIP TRUST
For J.C. Nichols Company
By:____________________________
Name: Scott W. Rankin
Title: Trustee
