SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
January 9, 1998
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(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 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).
Item 4. Purpose of Transaction.
Item 4 is hereby amended to include the following:
On January 9, 1998, Cerberus sent the Company a letter in which
Cerberus reiterated its opposition to the proposed Highwoods
Transaction and, in light of a recent announcement by the Company that
it had received an "unsolicited expression of interest" from Duke
Realty Investments and Simon DeBartolo Group to acquire the Company at
an indicated value of at least $75 per share (the "Duke Proposal"),
demanded that the Company "begin negotiations on the Duke Proposal and
with all other interested bidders." Cerberus stated that it believes
that the Highwoods Transaction is inadequate from a financial point of
view and does not reflect the values inherent in the Company's asset
base.
In addition, on January 13, 1998, in accordance with Missouri law,
Cerberus demanded the right to inspect certain records and documents of
the Company, including a list of the Company's shareholders, to enable
Cerberus to communicate with the Company's shareholders with respect to
matters relating to their mutual interests, including communicating
with such shareholders with respect to the Highwoods Transaction.
Item 7. Material to be Filed as Exhibits.
1. Letter, dated January 9, 1998, of Cerberus Partners, L.P. to
J.C. Nichols Company.
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.
January 13, 1998
/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).
BLACKACRE CAPITAL GROUP
450 PARK AVENUE, 28TH FLOOR
NEW YORK, NEW YORK 10022
(212) 891-2138
January 9, 1998
The Board of Directors
J.C. Nichols Company
310 Ward Parkway
Kansas City, Missouri 64112
Attention: Chairman of the Board
Gentlemen:
As you know, we own approximately 16.6% of the outstanding Common Stock
of J.C. Nichols Company (the "Company"). Like all Company
shareholders, we have been carefully following the recently proposed
transaction between Highwoods Properties Inc. ("Highwoods") and the
Company (the "Highwoods Transaction"). We have previously stated our
concerns that the Highwoods Transaction appears to be inadequate from a
financial point of view and does not reflect the values inherent in the
Company's asset base, and that the Company's Board of Directors did not
seek our other potential acquirers or investors in accordance with the
Board's fiduciary duties as the Highwoods Transaction will cause a
change of control of the Company.
Our concerns were confirmed by the Company's recent announcements that
it had received an "unsolicited expression of interest" from Duke
Realty Investments and Simon DeBartolo Group (the "Duke Proposal"). In
their letter, Duke Realty and Simon DeBartolo stated that they believe
"that the value of J.C. Nichols stock is at least $75 a share." We
firmly believe that if the Company's Board now aggressively seeks out
alternative acquisition proposals it will realize values substantially
in excess of both the Highwoods Proposal and the $75 per share
indicated in the Duke Proposal. Unfortunately, the Board has severely
limited its ability to maximize shareholder value by entering into the
December 22, 1997 merger agreement with Highwoods (the "Merger
Agreement") which prevents the Company from soliciting other bids and
provides for an excessive break-up fee. Given the obvious inferiority
of the Highwoods Transaction and the onerous terms of the Merger
Agreement, we can only surmise that the Board was more concerned with
other agendas than with maximizing shareholder value which we strongly
believe was and is the Board's obligation given "the change of control"
that is proposed to occur. Accordingly, we hereby demand that in
accordance with the Board's fiduciary duties and Section 10.1 of the
Merger Agreement that it begin negotiations on the Duke Proposal and
with all other interested bidders.
We expect and hope that the views expressed herein and actions
requested will be received and acted upon in a constructive and
appropriate fashion. However, please be advised that under separate
cover, we have today requested a shareholder list under Missouri law so
that we can be assured that this and future communication are promptly
disseminated to our fellow shareholders.
Sincerely,
Ronald J. Kravit
cc: Barrett Brady
Price Sloan
Yie-Hsin Hung
