SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
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).
Item 4 is hereby amended to include the following:
Item 4. Purpose of Transaction.
On February 25, 1998, Cerberus sent the Company a letter (the
"Letter") in which, in accordance with the Company's Bylaws, Cerberus
nominated 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 to be held on April 27, 1998. In addition,
in the Letter Cerberus reiterated its opposition to the proposed
Highwoods Transaction and stated that it believes that the Highwoods
Transaction is inadequate from a financial point of view, does not
reflect the values inherent in the Company's asset base and provides
for an above market break-up fee.
Item 7. Material to be Filed as Exhibits.
1. Letter, dated February 25, 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.
February 26, 1998
/s/ Stephen Feinberg
Stephen Feinberg, in his capacity as the
managing member 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).
February 25, 1998
The Board of Directors
J.C. Nichols Company
310 Ward Parkway
Kansas City, Missouri 64112
Attention: Chairman of the Board
Lady and Gentlemen:
The undersigned is a shareholder of the J.C. Nichols Company (the
"Company") who owns approximately 16.6% of the outstanding Common
Stock. We have been carefully following the recently proposed
transaction between Highwoods Properties Inc. and the Company (the
"Highwoods Transaction") and strongly believe that the Highwoods
Transaction is inadequate from a financial point of view, does not
reflect the values inherent in the Company and provides for an above
market break-up fee.
We strongly believe that the Company shareholders should be given the
opportunity to vote on the Highwoods Transaction as soon as practicable
as required by the merger agreement relating to the Highwoods
Transaction.
In addition, we wish to exercise our rights under the Company's Bylaws
and nominate 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 to be held on April 27, 1998. Set forth on
Annex A hereto is the information required concerning such director
nominees pursuant to Section 6(c) of the Company's Bylaws, including
the written consent of each such nominees.
Given our substantial investment in the Common Stock, we have chosen to
seek the election to the board persons who believe will act in
accordance with the Board's fiduciary duties and seek to maximize
shareholder value.
Sincerely,
Stephen Feinberg
