SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
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 2, 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: 285,280*
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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): 7.4%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 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"). 27,500 shares (0.7%) of J.C. Nichols Company
common stock are owned by Ultra Cerberus Fund, Ltd., a corporation
organized under the laws of the Bahamas ("Ultra"). 27,000 shares (0.7%) 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 International, Ultra and Overseas. In addition, 57,560
shares (1.5%) 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.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per share, of
J.C. Nichols Company (the "Company"), whose principal executive offices are
located at 310 Ward Parkway, Kansas City, Missouri 64112.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg
serves as (i) the general partner of Cerberus Associates, L.P., the general
partner of Cerberus Partners, L.P. ("Cerberus"), and (ii) the investment manager
for each of Cerberus International, Ltd. ("International"), Ultra Cerberus Fund,
Ltd. ("Ultra"), Blackacre Overseas Fund, Ltd. ("Overseas") and certain other
private investment funds (the "Funds"). Cerberus, International, Ultra, Overseas
and the Funds are engaged in the investment in personal property of all kinds,
including but not limited to capital stock, depository receipts, investment
companies, mutual funds, subscriptions, warrants, bonds, notes, debentures,
options and other securities of whatever kind and nature.
Mr. Feinberg has never been convicted in any criminal proceeding, nor has
he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. Mr. Feinberg is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of common stock of the Company on behalf
of Cerberus, International, Ultra, Overseas and the Funds come directly from the
assets of Cerberus, International, Ultra, Overseas and the Funds, respectively.
Item 4. Purpose of Transaction.
The acquisition of the shares of common stock referred to in Item 5 is for
investment purposes on behalf of International, Ultra, Overseas and the Funds,
respectively. Although Stephen Feinberg, on behalf of Cerberus, International,
Ultra, Overseas and/or the Funds, may in the future, based upon the future
market price of the shares of common stock of the Company, the then-existing
market conditions and other factors he from time to time deems relevant, seek to
acquire additional shares of common stock of the Company or dispose of shares of
common stock of the Company, he has no present plans or intentions which relate
to or would result in any of the transactions required to be described in Item 4
of Schedule 13D.
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 2, 1997, International owned 173,220 of such shares, or 4.5% of those
outstanding; Ultra owned 27,500 of such shares, or 0.7% of those outstanding;
Overseas owned 27,000 of such shares, or 0.7% of those outstanding and the Funds
in the aggregate owned 57,560 of such shares, or 1.5% of those outstanding.
Stephen Feinberg possesses (i) 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 following
table sets forth the transactions by each of International, Ultra, Overseas and
the Funds in shares of common stock of the Company during the past sixty days,
each of which were effected in an ordinary broker's transaction.
Cerberus International, Ltd.
Date Quantity Price
(Purchases)
June 19, 1997 119,000 $34.35
July 2, 1997 54,220 $41.50
(Sales)
NONE
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Ultra Cerberus Fund, Ltd.
Date Quantity Price
(Purchases)
June 19, 1997 13,500 $34.35
July 2, 1997 14,000 $41.50
(Sales)
NONE
Blackacre Overseas Fund, Ltd.
Date Quantity Price
(Purchases)
June 19, 1997 15,000 $34.35
July 2, 1997 12,000 $41.50
(Sales)
NONE
The Funds
Date Quantity Price
(Purchases)
July 2, 1997 57,560 $41.50
(Sales)
NONE
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Pursuant to an agreement, dated June 30, 1997, between Blackacre Capital
Group, L.P., a Delaware limited partnership ("Blackacre"), and Asian American
Capital Partners, Ltd. ("AACP"), Blackacre has retained AACP to provide certain
consulting and advisory services to Blackacre in connection with certain
acquisitions of shares of common stock of the Company by Blackacre. Pursuant to
such agreement, in the event the return on investment received by Blackacre as a
result of its ownership of the shares of common stock of the Company exceeds
certain thresholds as set forth in the agreement, Blackacre is obligated to pay
to AACP a percentage of such return on investment in excess of such thresholds.
Although (i) none of Cerberus, International, Ultra, Overseas or the Funds are
party to the agreement between Blackacre and AACP and (ii) to the best knowledge
of Stephen Feinberg, Blackacre does not own any shares of common stock of the
Company, Stephen Feinberg, on behalf of Cerberus, International, Ultra, Overseas
and the Funds, respectively, may, under certain circumstances, contribute a
portion of Blackacre's obligations to AACP under the agreement between Blackacre
and AACP. Except as described herein, no contracts, arrangements, understandings
or similar relationships exist with respect to the shares of common stock of the
Company between Stephen Feinberg and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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 11, 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. and
the Funds
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
