SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
August 5, 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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Item 4. Purpose of Transaction.
In a letter dated August 1, 1997, Intrust Bank, NA, the trustee (the
"Trustee") of the Employee Stock Ownership Trust of the Company (the "ESOT"),
requested that Cerberus extend the expiration of Cerberus's offer to purchase
all shares of common stock of the Company held by the ESOT (the "Offer") from
August 5, 1997 to September 15, 1997. By letter dated August 5, 1997, Cerberus
agreed to extend the expiration of the Offer to August 26, 1997. Also, Cerberus
informed the Trustee that the Offer is subject to the redemption, revocation or
declaration of invalidity of the Common Stock Purchase Rights issued by the
Company pursuant to the Rights Agreement, dated July 28, 1997, to which the
Company is a party. All other terms of the Offer remain unchanged.
Item 7. Material to Be Filed as Exhibits.
1. Letter, dated August 5, 1997, of Cerberus Partners, L.P. to Intrust
Bank, NA, as Trustee of the Employee Stock Ownership Trust of J.C. Nichols
Company, with a copy of the letter, dated August 1, 1997, from Intrust Bank, NA
attached thereto.
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.
August 5, 1997
/s/ Stephen Feinberg
____________________________________
Stephen Feinberg, in his capacity as
the general partner of Cerberus
Associates, LLC, 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).
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Exhibit 1
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August 5, 1997
Employee Stock Ownership Trust
of J.C. Nichols Company
c/o Intrust Bank, NA
P.O. Box 8338
Prairie Village, Kansas 66208
Attention: Scott W. Rankin, Trustee
Phillip J. Owings, Senior Vice President
Dear Gentlemen:
Cerberus Partners, L.P. and certain of its affiliates have offered in a
letter dated July 28, 1997 (the "Offer") to purchase all shares of common stock
of J.C. Nichols Company held by the Employee Stock Ownership Trust ("ESOT") for
a cash purchase price of $42.00 per share to the ESOT. The purpose of this
letter is to extend the expiration date of the Offer to 5:00 p.m., Kansas City
time, on August 26, 1997. Of course, the revised offer is subject to the
redemption, revocation, or declaration of invalidity of the poison pill. All
other terms of the Offer remain unchanged. As our counsel discussed with your
counsel late last week, we reserve the right to extend the Offer further.
Sincerely,
CERBERUS PARTNERS, L.P.
By:/s/Ronald J.Kravit
__________________________
Name: Ronald J. Kravit
Title:
<PAGE>
August 1, 1997
Ronald Kravit
Cerberus Partners, L.P.
450 Park Avenue, 28th Floor
New York, NY 10022
Dear Mr. Kravit:
In reference to your letter dated July 28, 1997 in which Cerberus Partners,
L.P. offered to purchase all shares of common stock of J.C. Nichols Co. held by
the Employee stock Ownership Trust ("ESOT"), we are requesting that you extend
the date on which your offer expires from August 5, 1997 to September 15, 1997.
The ESOT contains detailed procedures which we plan to observe in evaluating
your offer. In addition, we have engaged an investment banking firm to provide
us with guidance with respect to the value of the shares held by the ESOT. Since
we are not in a position to evaluate your offer by the current deadline of
August 5, 1997, we are requesting an extension until September 15, 1997 in order
to allow us sufficient time to decide whether to accept or reject your offer.
Sincerely,
Phillip J. Owings
Senior Vice President
