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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 l934
Date of Report (Date of earliest event reported) November 6, 1997
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NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
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(Exact Name of Registrant as specified in its charter)
Missouri 0-10287 43-1182535
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
7701 Forsyth Boulevard, St. Louis, Missouri 63105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-7700
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 3 Pages
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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On November 6, 1997, Nooney Company sold its wholly-owned subsidiary, Nooney
Investors, Inc., the corporate general partner of the Registrant to S-P
Properties, Inc., a California corporation, which in turn is a wholly-owned
subsidiary of CGS Real Estate Company, Inc., a Texas corporation.
Simultaneously, Gregory J. Nooney, Jr., an individual general partner and
PAN, Inc., a corporate general partner, sold their economic interests to S-P
Properties, Inc. and resigned as general partners.
Following the sale, control of the Registrant now rests with CGS Real Estate
Company, Inc. CGS Real Estate Company, Inc. is owned 50% each by John N.
Galardi, Chairman of the Board, and William J. Carden, President. Mr.
Galardi is founder of The Galardi Group which controls and manages over 500
fast food restaurants. Mr. Carden founded CGS Real Estate Company, Inc. in
1990 and has been active in commercial real estate for over 25 years. CGS,
through its wholly-owned subsidiaries, manages over 25 million square feet
for third party owners, its own account and several public partnership
programs where the company acts as general partner.
The purchase described above was part of a larger transaction whereby CGS
Real Estate Company, Inc. purchased (a) the entire real estate management
business operated by Nooney Company through its wholly-owned subsidiary,
Nooney Krombach Co., (b) all controlling interests in corporate general
partners for all public partnerships, namely Nooney Real Property
Investors-Two, L.P., Nooney Real Property Investors-Four, L.P., Nooney Income
Fund Ltd., L.P., and Nooney Income Fund Ltd. II, L.P., (c) all investment
real estate owned by Nooney Company through other wholly-owned subsidiaries,
and (d) the controlling interest in a private partnership which acts as an
external advisor to Nooney Realty Trust, a publicly held real estate
investment trust traded on the NASDAQ exchange.
The consideration for the purchase of all corporate general partner interests
owned by Nooney Company was $92,000 cash. The consideration for purchase of
Gregory J. Nooney, Jr.'s and PAN, Inc.'s general partner interests in the
four public partnerships and Nooney Advisors Ltd., L.P. was $243,186.43, paid
by assumption of a note payable held by an unrelated individual.
There are no arrangements or understandings among members of either the
selling or purchasing group with respect to the election of directors or
other matters.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
Date: November 14,1997 By: /s/ Gregory J. Nooney, Jr.
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Gregory J. Nooney, Jr.
General Partner
