SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
J.C. NICHOLS COMPANY
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
653777102
- --------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Mr. Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue, 28th Floor Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
(212) 421-2600 Roseland, New Jersey 07068
(201) 597-2424
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
June 25, 1998
- --------------------------------------------------------------------------------
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
<PAGE>
Item 7. Material to Be Filed as Exhibits.
1. Advertisement published in The Kansas City Star on June 25, 1998 by
Blackacre Capital Management, L.L.C.
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.
June 26, 1998
/s/ Stephen Feinberg
Stephen Feinberg, in his capacity as
the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.,
the managing member of Blackacre
Capital Management, L.L.C. 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).
<PAGE>
TO ALL SHAREHOLDERS OF
J.C. NICHOLS COMPANY
- -------------------------------------------------------------------------------
BLACKACRE CAPITAL MANAGEMENT LLC AND ITS AFFILIATES ARE VOTING APPROXIMATELY
660,000 SHARES OF J.C. NICHOLS STOCK--REPRESENTING APPROXIMATELY 14% OF ALL J.C.
NICHOLS SHARES--AGAINST THE PROPOSED HIGHWOODS PROPERTIES TRANSACTION
THIS IS WHY WE ARE VOTING OUR SHARES AGAINST:
o We believe that Highwood's nominal offer of $65 per share (and,
based on Highwoods' current stock price, $63 per share in current value) is
inadequate and that higher prices can be obtained. In fact, we have offered to
pay $70 per share in cash and would consider an even higher price if the
confidential information that we have been requesting warrants it.
o Only 40% of Highwood's total merger consideration is in cash. The
other 60% is in the form of Highwoods' stock. The price of Highwoods' stock has
declined by approximately 9% since the trading day prior to public announcement
of the proposed Highwoods transaction, and we are very concerned about the
long-term value of Highwoods' stock.
o In particular, we are concerned that there will be difficulties in
integrating Highwoods and J. C. Nichols. We are also concerned about Highwoods'
admitted lack of expertise in developing or managing retail apartments and
homebuilding.
o We believe that the Board of Directors should have conducted a
formal auction to maximize value for J. C. Nichols shareholders.
BLACKACRE CAPITAL MANAGEMENT, LLC
