SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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 Patrick J. Foye, Esq.
450 Park Avenue Skadden, Arps, Slate, Meagher
28th Floor & Flom LLP
New York, New York 10022 919 Third Avenue
(212)421-2600 New York, New York 10022
(212) 735-3000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
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December 23, 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 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 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 subse quent 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).
Item 4. Purpose of Transaction.
Item 4 is hereby amended to include the following:
On December 23 ,1997, the Company announced that it had entered
into a definitive agreement to be acquired by Highwoods Properties Inc.
("Highwoods") for $570 million, including the assumption of approximately
$250 million in debt (the "Highwoods Transaction"). Based on press
releases, each dated as of December 23, 1997, issued by the Company and
Highwoods, respectively, Stephen Feinberg (the "Filing Person"), on
behalf of Cerberus, International, Ultra, Overseas and the Funds,
understands that shareholders of the Company would have the right to
receive either $65 in cash or 1.84 Highwoods common shares for each share
held, provided that the cash component of the transaction consideration
is not greater than 40% of the total consideration and the stock
component is not greater than 75% of the total consideration.
Based on his review of currently available public information to
date, the Filing Person believes the proposed Highwoods Transaction is
inadequate from a financial point of view and does not reflect the values
inherent in the Company's asset base. The Filing Person further believes
that the Company's Board of Directors did not aggressively seek out other
potential acquirers or investors as required by the Board's fiduciary
duties and indeed rebuffed expressions of interest from other bona fide
bidders. In addition, the Filing Person understands that Highwoods has
extracted from the Company an excessive break-up fee and expense
reimbursement of approximately seven percent (7%) of the equity value of
the Highwoods Transaction. Accordingly, the Filing Person is considering
various alternatives with respect to the Highwoods Transaction,
including, but not limited to, calling a special meeting of the Company's
shareholders to consider, among other things, removing some or all of the
current directors of the Company's Board of Directors and electing as
directors those persons nominated by the Filing Person; and soliciting
the Company's shareholders to vote against the proposed Highwoods
Transaction.
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.
December 23, 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).
