SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 3, 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).
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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
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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: 511,997*
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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): 13.3%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 34,057 shares (0.9%) 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"). 57,000
shares (1.5%) of J.C. Nichols Company common stock are owned by Blackacre
Overseas Fund, Ltd., a corporation organized under the laws of the Bahamas
("Overseas"). Stephen Feinberg possesses sole voting and investment control
over all securities owned by Cerberus, International, Ultra and Overseas.
In addition, 173,220 shares (4.5%) 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 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 3, 1997, Cerberus owned 34,057 of such shares, or 0.9% 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;
Overseas owned 57,000 of such shares, or 1.5% of those outstanding and the Funds
in the aggregate owned 173,220 of such shares, or 4.5% 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, Ultra and Overseas 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, Ultra, Overseas and the Funds
in shares of common stock of the Company since the filing of the Schedule 13D by
Mr. Feinberg as of July 2, 1997 were the July 3, 1997 purchases in ordinary
brokers' transactions of 34,057 shares, 47,000 shares, 30,000 shares and 115,660
shares by Cerberus, Ultra, Overseas and the Funds, respectively, at a purchase
price of $41.50 per share.
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 12, 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.,
Blackacre Overseas Fund, Ltd., L.P.
and the Funds
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
