J C NICHOLS CO
8-K, 1998-07-02
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT


      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

          Date of Report (Date of earliest even reported): July 1, 1998

                              J. C. NICHOLS COMPANY
               (Exact name of registrant specified in its charter)

    Missouri                       00-06181                   47-0371610
(State of Incorporation)     (Commission File Number)      (IRS Employer 
                                                          Identification No.)


                  310 Ward Parkway, Kansas City, Missouri 64112
               (Address of principal executive offices, zip code)


     Registrant's telephone number, including area code:  (816) 561-3456




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Item 5.  OTHER EVENTS

         As previously  reported,  the Company has entered into an Agreement and
Plan of Merger (as amended,  the "Merger Agreement") with Highwoods  Properties,
Inc.  ("Highwoods").   The  Company's  shareholders  approved  the  merger  (the
"Merger") at a special meeting held on July 1, 1998.

         As discussed in the Proxy Statement/Prospectus  mailed to the Company's
shareholders on or about June 31, 1998, a lawsuit was filed in the Circuit Court
of Jackson  County,  Missouri  on January 8, 1998 by Dennis  Wright  against the
Company, the Company's Board of Directors and Highwoods seeking certification of
a class, an injunction  preventing the Merger, and unspecified  damages. On July
1, 1998, the court denied the  plaintiff's  request for a temporary  restraining
order ("TRO") enjoining the closing of the transaction.

         The transaction is expected to close by July 15, 1998.



<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                          J. C. NICHOLS COMPANY


                                          By: /s/ Barrett Brady
                                                  Barrett Brady
                                                  Chief Executive Officer 
                                                  and President



Date:  July 2, 1998



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