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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. 2 )*
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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, EXECUTIVE VICE PRESIDENT
(316)383-1111
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
MAY 13, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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).
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SCHEDULE 13D
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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
30.6%
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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. 2 to Schedule 13D amends the initial statement on
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. ("Trustee"), as trustee of the J. C. Nichols Company
Employee Stock Ownership Trust (the "ESOT"), with the Securities and Exchange
Commission on October 24, 1997, as amended by Amendment No. 1 to Schedule 13D
filed on February 26, 1998 (as amended, the "Amended Schedule 13D").
ITEM 4. PURPOSE OF TRANSACTION
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Item 4 of the Amended Schedule 13D is hereby amended to include the following:
On May 13, 1998, Trustee exercised its rights under the Company's Bylaws
and delivered notice to the Company that Trustee was calling a Special Meeting
of Shareholders for the purpose of bringing to vote (a) a proposal to amend the
Company's Bylaws to remove cumulative voting with respect to the election of
directors and (b) a proposal to remove certain members of the Board of Directors
of the Company as more fully described in such notice. In the event that such
directors are removed by the shareholders of the Company, the vacancies created
thereby may be filled by the remaining director or directors. Trustee currently
contemplates suggesting to such remaining director or directors that such
vacancies be filled with representatives of each of the major shareholders of
the Company, including the ESOT. The Trustee has not yet determined who those
representatives will be. A copy of this notice is attached hereto as Exhibit 6
and incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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Item 5 of the Amended 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-K for the year ended
December 31, 1997, 4,542,509 shares of Common Stock were issued and outstanding
on March 16, 1998. Trustee, solely as trustee of the ESOT, presently has
beneficial ownership of 1,390,003 shares of Common Stock, or approximately
30.6% of the issued and outstanding shares of Common Stock.
(b) Trustee, as trustee of the ESOT, has the sole power to vote 1,390,003
shares of 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 J. C. Nichols Company Employee Stock
Ownership Plan documents, and by applicable 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) There have been no transactions in the Common Stock effected by Trustee
or the ESOT during the past 60 days.
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SCHEDULE 13D
CUSIP NO. 653777102 PAGE 4
(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 7. MATERIAL TO BE FILED AS EXHIBITS
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Item 7 of the Amended Schedule 13D is hereby amended to include the following:
The following Exhibit 6 is attached hereto.
Exhibit 6. Letter dated May 13, 1998, from Trustee to the Company, calling
a Special Meeting of Shareholders.
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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: May 15, 1998
INTRUST Bank, N.A., as Trustee of the J. C.
Nichols Company Employee Stock Ownership Trust
By: /s/ Phillip J. Owings
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Phillip J. Owings, Executive Vice President
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EXHIBIT 6
INTRUST Bank, N.A.
Box One
Wichita, KS 67201-5001
Telephone: (316) 383-1111
INTRUST Advisory Network
May 13, 1998
HAND DELIVERED
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William K. Hoskins
Chairman of the Board of Directors
J. C. Nichols Company
310 Ward Parkway
Kansas City, MO 64112
Re: Request for a Special Meeting of the Shareholders of J. C. Nichols Company
(the "Company") and Notice of Shareholder Action to be Addressed Thereat
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Dear Mr. Hoskins:
Pursuant to Section 5(b) of the Bylaws of the Company, as amended (the
"Bylaws"), the undersigned, as a shareholder of the Company who owns greater
than one-fifth of the outstanding voting shares of the Company, hereby notifies
you that it calls a special meeting of the shareholders of the Company for the
purpose of bringing to vote the following actions in the order presented below.
Shareholder Proposal 1. A proposal to amend the Bylaws to remove
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cumulative voting with respect to the election of directors. The shareholders
of the Company shall be presented with the following resolution for their
affirmative vote:
RESOLVED, that paragraph 9(b) of the Bylaws be, and the same hereby
is, amended so that, as amended, said paragraph 9(b) shall be and read in
its entirety as follows:
"(b) Votes per Share. Each shareholder shall have one vote for
each share of stock that is registered in his name on the books of the
corporation and that is entitled to vote with respect to any matter,
including the election of directors. Accordingly, there shall be no
cumulative voting with respect to the election of directors. No
person shall be permitted to vote any shares belonging, hypothecated,
or pledged to the corporation. Notwithstanding any other provisions of
the articles of incorporation or these bylaws, the power of the
directors to alter, amend, suspend or repeal this paragraph 9(b) or
any portion thereof is expressly denied."
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Shareholder Proposal 2. A proposal to remove certain members of the
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Board of Directors of the Company. The shareholders of the Company shall be
presented with the following resolution for their affirmative vote:
"RESOLVED, that each and every one of the current members of the Board
of Directors of the Company be, and the same hereby are, removed, effective
immediately, except for (i) C.Q. Chandler III or (ii) in the event that the
1998 annual meeting of shareholders is held prior to the special meeting of
shareholders held to consider this resolution, any current director of the
Company which the undersigned cast votes for at such annual meeting of
shareholders."
The special meeting called by this notice is to be scheduled on the earliest
possible date allowed by the Bylaws and the Missouri Revised Statutes. Notice
of the special meeting called by this notice is to be given pursuant to Section
6(a) of the Bylaws.
If you have any questions regarding this notice, please contact the
undersigned.
Sincerely,
INTRUST Bank, N.A., as Trustee of the J.C. Nichols
Company Employee Stock Ownership Trust
By: /s/ Phillip J. Owings
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Phillip J. Owings
Executive Vice President
