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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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J.C. NICHOLS COMPANY
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
653777102
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(CUSIP Number)
INTRUST BANK, N.A.
105 NORTH MAIN STREET
WICHITA, KANSAS 67201
ATTENTION: PHILLIP J. OWINGS, SENIOR VICE PRESIDENT
(316)383-1111
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
FEBRUARY 25, 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).
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SCHEDULE 13D
CUSIP NO. 653777102 PAGE 2
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
INTRUST Bank, N.A., as trustee of the J.C. Nichols Company
Employee Stock Ownership Trust
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
Not applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
7
NUMBER OF
1,390,003
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
(see Item 5(b), below)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
(see Item 5(b), below)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,390,003
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
30.7%
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TYPE OF REPORTING PERSON
14
BK, CO, EP
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SCHEDULE 13D
CUSIP NO. 653777102 PAGE 3
This Amendment No. 1 to Schedule 13D amends the initial statement on
Schedule 13D (the "Initial Schedule 13D") relating to the common stock, par
value $0.01 per share ("Common Stock"), of J. C. Nichols Company, a Missouri
corporation (the "Company"), as filed by Intrust Bank, N.A., as trustee of the
J. C. Nichols Company Employee Stock Ownership Trust (the "ESOT"), with the
Securities and Exchange Commission (the "Commission") on October 24, 1997.
Capitalized terms used herein without definition have the same meaning as that
ascribed to them in the Initial Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
------------------------------
Item 4 of the Initial Schedule 13D is hereby amended to include the following:
The stock purchase agreement effective September 24, 1997 (the "Stock
Purchase Agreement"), by and between the ESOT and Bosfield, L.L.C., an Indiana
limited liability company ("Bosfield"), automatically terminated in accordance
with its terms on December 23, 1997. Accordingly, the transactions
contemplated by the Stock Purchase Agreement were not consummated.
On February 25, 1998, Trustee exercised its rights under the Company's
Bylaws and delivered notice to the Company that Trustee was nominating three
individuals as candidates for election to the Board of Directors of the Company
at the Annual Meeting of Shareholders of the Company to be held on April 27,
1998. A copy of this notice, including consents and biographical information for
each nominee, is attached hereto as Exhibit 5 and incorporated herein by
reference.
Trustee plans to continue to take those actions that it may deem necessary
to achieve liquidity in the ESOT's assets on behalf of Plan participants.
Trustee's current plan for achieving this objective may include further
discussions with the Board of Directors and management of the Company,
discussions with other shareholders of the Company, and the possibility of
calling a special meeting of the shareholders of the Company for the purpose of
proposing actions to be voted upon by the shareholders of the Company at such
meeting. The proposed actions at any such shareholder meeting may include
removal of cumulative voting provisions from the Company's Bylaws, removal of
various members of the Board of Directors of the Company, and other actions as
Trustee deems necessary to propose in order to accomplish its objective as
described above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
--------------------------------------------
Item 5 of the Initial Schedule 13D is hereby amended and restated in its
entirety to read as follows:
(a) As reported in the Company's Report on Form 10-Q for the quarter ended
October 31, 1997, 4,529,357 shares of the Common Stock were issued and
outstanding on October 31, 1997. Trustee, solely as trustee of the ESOT,
presently has beneficial ownership of 1,390,003 shares of the Common Stock, or
approximately 30.7% of the issued and outstanding shares of the Common Stock.
(b) Trustee, as trustee of the ESOT, has the sole power to vote 1,390,003
shares of the Common Stock. Trustee has the power to dispose of such shares
subject to and controlled by Sections 6.2 and 6.12 of the Trust Agreement, by
other applicable provisions of the Trust and Plan documents, and by applicable
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SCHEDULE 13D
CUSIP NO. 653777102 PAGE 4
provisions of the Employee Retirement Income Security Act, as amended. In this
regard, Trustee is required to obtain an advisory opinion from the Board of
Directors of the Company prior to selling shares of Common Stock pursuant to an
unsolicited offer.
(c) The sole transaction in the Common Stock effected by Trustee or the
ESOT during the past 60 days is the distribution on January 22, 1998, of 230
shares of the Common Stock to a participant in the Plan pursuant to the terms of
the ESOT and the Plan.
(d) The shares of Common Stock held by the ESOT are held for the benefit of
the participants in the Plan.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
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RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Item 6 of the Initial Schedule 13D is hereby amended to include the following:
The Stock Purchase Agreement automatically terminated in accordance with
its terms on December 23, 1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
-----------------------------------------
Item 7 of the Initial Schedule 13D is hereby amended to include the following:
The following Exhibit 5 is attached hereto.
Exhibit 5. Letter dated February 24, 1998, from Trustee to the Company,
nominating three candidates for election to the Company's Board
of Directors and including consents and biographical
information for each nominee.
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SCHEDULE 13D
CUSIP NO. 653777102 PAGE 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
Dated: February 25, 1998
INTRUST Bank, N.A., as Trustee of the J. C.
Nichols Company Employee Stock Ownership Trust
By: /s/ Phillip J. Owings
Phillip J. Owings, Senior Vice President
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EXHIBIT 5
INTRUST BANK, N.A.
Box One
Wichita, KS 67201-5001
Telephone 316 383-1111
INTRUST Advisory Network
February 24, 1998
The Board of Directors
J.C. Nichols Company
310 Ward Parkway
Kansas City, Missouri 64112
Attention: Chairman of the Board
Re: Nominees for Election to the Board of Directors
Lady and Gentlemen:
The undersigned is a shareholder of the J. C. Nichols Company (the
"Company") who owns approximately 30.7% of the issued and outstanding Common
Stock of the Company.
The undersigned desires to exercise its rights under the Company's Bylaws
and nominates Michael J. Hall, Rudy M. Thomas and Ronald J. Kravit as candidates
for election to the Board of Directors of the Company at the Company's Annual
Meeting of Stockholders to be held on April 27, 1998.
Attached hereto is the information required concerning such director
nominees pursuant to Section 6(c) of the Company's Bylaws, consisting of the
written consent of each of such nominees and all information with respect to
each of such nominees in order to comply with federal securities laws.
Sincerely,
INTRUST Bank, N.A., as Trustee of the
J. C. Nichols Employee Stock Ownership Trust
By: /s/ Phillip J. Owings
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Phillip J. Owings
Senior Vice President
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February 23, 1998
J.C. Nichols Company
310 Ward Parkway
Kansas City, Missouri 64112
Attention: Chairman of the Board
INTRUST Bank, N.A.
105 North Main Street
Wichita, Kansas 67201
Attention: Phillip J. Owings
Cerberus Partners, L.P.
450 Park Avenue, 28th Floor
New York, New York 10022
Re: Consent to Nomination as Candidate for Election
as a Director of J. C. Nichols Company
Gentlemen:
The undersigned hereby consents to being nominated by INTRUST Bank, N.A.,
as trustee of the J.C. Nichols Company Employee Stock Ownership Trust, and
Cerberus Partners, L.P., pursuant to Section 6(c) of the Bylaws of J.C. Nichols
Company (the "Company"), as a candidate for election as a director of the
Company at the Annual Meeting of the shareholders of the Company to be held on
April 27, 1998. The undersigned hereby consents to serve as a director on the
Board of Directors of the Company if elected.
Sincerely,
/s/ Michael J. Hall
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Michael J. Hall
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February 23, 1998
J.C. Nichols Company
310 Ward Parkway
Kansas City, Missouri 64112
Attention: Chairman of the Board
INTRUST Bank, N.A.
105 North Main Street
Wichita, Kansas 67201
Attention: Phillip J. Owings
Cerberus Partners, L.P.
450 Park Avenue, 28/th/ Floor
New York, New York 10022
Re: Consent to Nomination as Candidate for Election
as a Director of J. C. Nichols Company
Gentlemen:
The undersigned hereby consents to being nominated by INTRUST Bank, N.A.,
as trustee of the J.C. Nichols Company Employee Stock Ownership Trust, and
Cerberus Partners, L.P., pursuant to Section 6(c) of the Bylaws of J.C. Nichols
Company (the "Company"), as a candidate for election as a director of the
Company at the Annual Meeting of the shareholders of the Company to be held on
April 27, 1998. The undersigned hereby consents to serve as a director on the
Board of Directors of the Company if elected.
Sincerely,
/s/ Rudy M. Thomas
--------------------------------------------
Rudy M. Thomas
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Blackacre Capital Group
450 Park Avenue, 28th Floor
New York, New York 10022
(212) 891-2138
February 23, 1998
J.C. Nichols Company
310 Ward Parkway
Kansas City, Missouri 64112
Attention: Chairman of the Board
INTRUST Bank, N.A.
105 North Main Street
Wichita, Kansas 67201
Attention: Phillip J. Owings
Cerberus Partners, L.P.
450 Park Avenue, 28/th/ Floor
New York, New York 10022
Re: Consent to Nomination as Candidate for Election as a
Director of J. C. Nichols Company (The "Company")
Gentlemen:
The undersigned hereby consents to being nominated by INTRUST Bank, N.A., as
trustee of the J.C. Nichols Company Employee Stock Ownership Trust, and Cerberus
Partners, L.P., pursuant to Section 6(c) of the Bylaws of J.C. Nichols Company
(the "Company"), as a candidate for election as a director of the Company at the
Annual Meeting of the shareholders of the Company to be held on April 27, 1998.
The undersigned hereby consents to serve as a director on the Board of Directors
of the Company if elected.
Sincerely,
/s/ Ronald Kravit
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Ronald Kravit
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Biographical Summary
of
Michael J. Hall
Michael J. Hall, age 53, currently serves as President, Chief Executive
Officer, and Secretary of FinCon, Inc. ("FCI"), a financial consulting services
company located in Tulsa, Oklahoma. Mr. Hall has been with FCI since it began
operations in February of 1998. Since 1990, Mr. Hall has been an independent
trustee of American Performance Funds.
Mr. Hall earned a Bachelor of Science degree in Accounting from Boston
College and a Master of Business Administration degree in Finance from Stanford
Graduate School of Business. Since that time, he has had approximately 26 years
experience in financial, operations, and strategic management and has
significant experience in acquisitions, divestitures, leveraged financing, debt
restructuring, banking, corporate strategic planning and general financial
management. He is also a Certified Public Accountant licensed in the State of
Texas.
From 1994 through 1997, Mr. Hall worked with Pexco Holdings, Inc., in
Tulsa, Oklahoma, a subsidiary of a Malaysian corporation involved in leveraged
buyouts. From 1996 to 1997, Mr. Hall served as Vice President Finance and Chief
Financial Officer of Worldwide Sports & Recreation, Inc., a holding company in
Tulsa, Oklahoma, that was responsible for the operations of Bushnell
Corporation, Crossman Corporation, and Voit Sports, Inc. From 1991 through
1994, Mr. Hall served as Director of Operations Europe Africa Middle East Region
for T.D. Williamson, Inc., a pipeline equipment manufacturing company in Tulsa,
Oklahoma, and from 1984 through 1994 he served as Senior Vice President, Chief
Financial Officer, and Administrative Officer for that same company. From 1980
through 1984, Mr. Hall was Assistant Treasurer for The Williams Companies in
Tulsa, Oklahoma. From 1979 through 1980, Mr. Hall was Director of Corporate
Planning for Wilson Sporting Goods Co., in River Grove, Illinois, and from 1977
through 1979 he served as Director, Financial Administration for the same
company. From 1973 through 1977 Mr. Hall was an Assistant Vice President at The
First National Bank of Chicago in Chicago, Illinois. From 1968 until 1971,
except during 1969 and 1970 when Mr. Hall served as an officer in The United
States Navy, Mr. Hall was a Senior Operations Auditor at Exxon Corporation in
Houston, Texas.
There are no arrangements or understandings between or among Mr. Hall,
INTRUST Bank, N.A., and/or Cerberus Partners, L.P., pursuant to which Mr. Hall
was selected as a nominee. Mr. Hall does not have any family relationship with
any director or executive officer of the Company or any other known nominee for
director of the Company. Mr. Hall is not the beneficial owner of any equity
securities of the Company. There are no events described in Item 401(f) of
Regulation S-K ("Regulation S-K") under the Securities Act of 1933, as amended,
that require disclosure by Mr. Hall. Likewise, there are no pending legal
proceedings in which Mr. Hall or any associate of his is a party adverse to, or
with an interest adverse to, the Company or any of its subsidiaries. There are
no relationships or related transactions required to be disclosed by Mr. Hall
under Item 404 of Regulation S-K.
<PAGE>
Biographical Summary
of
Rudy M. Thomas
Rudy M. Thomas, age 48, currently serves as a Director, Executive Vice
President, and Chief Investment Officer for America First Investment Advisors,
L.L.C., a money management and financial services company in Omaha, Nebraska.
He has served in these positions since July 1996. Mr. Thomas has been in the
investment management business for approximately 26 years and is a registered
investment advisor.
From January 1993 to July 1996, Mr. Thomas was a partner in Laffer, Canto &
Associates, an economic research firm in San Diego, California. Mr. Thomas
served as President and Chief investment Officer of Investment Concepts, Inc., a
multi-billion dollar investment company affiliated with the Bank of Oklahoma,
N.A., in Tulsa, Oklahoma, from April 1988 to January 1993. From February 1985
to April 1988, he was a Vice President and Chief Information Officer of Moore
Financial Corp., a multi-billion dollar investment company in Boise, Idaho.
From December 1982 to February 1985, he was a Vice President and Chief
Investment Officer of River Oaks Bank in Houston, Texas. From January 1980
until December 1982, he was Assistant Vice President of Idaho First National in
Boise, Idaho. From October 1972 to January 1980, he was an Investment Officer
at United Missouri Bank of Kansas City in Kansas City, Missouri.
There are no arrangements or understandings between or among Mr. Thomas,
INTRUST Bank, N.A., and/or Cerberus Partners, L.P., pursuant to which Mr. Thomas
was selected as a nominee. Mr. Thomas does not have any family relationship
with any director or executive officer of the J.C. Nichols Company (the
"Company") or any other known nominee for director of the Company. Mr. Thomas
is not the beneficial owner of any equity securities of the Company. There are
no events described in Item 401(f) of Regulation S-K ("Regulation S-K") under
the Securities Act of 1933, as amended, that require disclosure by Mr. Thomas.
Likewise, there are no pending legal proceedings in which Mr. Thomas or any
associate of his is a party adverse to, or with an interest adverse to, the
Company or any of its subsidiaries. There are no relationships or related
transactions required to be disclosed by Mr. Thomas under Item 404 of Regulation
S-K.
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Ronald J. Kravit, 40, has served as principal of Blackacre Capital Group, L.P.,
since July 1996. From September 1994 to July 1996, Mr. Kravit served as a
principal of Apollo Real Estate Fund, L.P., a real estate investment fund, where
he was responsible for acquisitions, new business development and asset
management. Prior to joining Apollo, Mr. Kravit served as Senior Vice President
for G. Soros Realty Advisors/Reichman International from October 1993 to August
1994 and as Chief Financial Officer for Maxxam Property Co., from May 1991 to
September 1993. Mr. Kravit received his B.S. from Georgetown University and an
MBA from The Wharton School.
There are no arrangements or understandings between or among Mr. Kravit,
Cerberus Partners, L.P., and/or INTRUST Bank, N.A., pursuant to which Mr. Kravit
was selected as a nominee. Mr. Kravit does not have any family relationship with
any director or executive officer of the J.C. Nichols Company (the "Company") or
any other known nominee for director of the Company. Mr. Kravit is not the
beneficial owner of any equity securities of the Company. There are no events
described in Item 401(f), these include bankruptcy, criminal proceedings, etc.,
of Regulation S-K ("Regulation S-K") under the Securities Act of 1933, as
amended, that require disclosure by Mr. Kravit. Likewise, there are no pending
legal proceedings in which Mr. Kravit or any associate of his is a party adverse
to, or with an interest adverse to, the Company or any of its subsidiaries.
There are no relationships or related transactions required to be disclosed by
Mr. Kravit under Item 404, these include related party transactions with the
Company, of Regulation S-K.
