SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) Securities
Exchange Act of 1934
Filed by the Registrant |_|
Filed by a party other than the Registrant
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
(Name of Registrant as Specified in Its Charter)
BOND G.P., L.L.C.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
<PAGE>
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee paid:
|_| Fee paid previously with preliminary materials
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
2
<PAGE>
Bond G.P., L.L.C.
1100 Main - Suite 2100
Kansas City, Missouri 64105
To The Limited Partners:
Enclosed is a Solicitation of Consents seeking the approval by written
consent (the "Consents") of the limited partners (the "Limited Partners") of
Nooney Real Property Investors-Two, L.P., a Missouri limited partnership (the
"Partnership"), to remove the current general partners and to elect Bond G.P.,
L.L.C., a Missouri limited liability company ("Bond G.P.") as the new general
partner of the Partnership, and to approve the marketing to third parties of the
Partnership assets. Bond G.P. would be entitled to cause the Partnership to
engage in transactions with its affiliates, however, Bond G.P. intends to
contract with an independent third party to market the Properties.
Bond G.P. is an affiliate of Bond Purchase, L.L.C. a limited partner of
the Partnership. The goal of Bond G.P. in soliciting the Consents is to elect
Bond G.P. as the new general partner of the Partnership so that Bond G.P. can
seek opportunities to sell the Partnership's properties, and upon the successful
sale of the properties, to distribute the proceeds of those sales to the Limited
Partners and eventually to seek the orderly liquidation of the Partnership.
A review of documents and reports publicly filed by the Partnership
indicates that the remaining properties held by the Partnership are potentially
valuable real estate assets. Given the recent recovery in real estate markets,
and the extremely long time that the Partnership has held the properties, Bond
G.P. believes the Partnership should be actively seeking opportunities to sell
the properties to third parties now in order to maximize the potential cash
returns to the Limited Partners on their original investment.
The current general partners have not previously pursued sales of the
properties. Bond G.P. believes that the best way to be sure of a prompt sale of
the properties is to remove the current general partners and elect Bond G.P. as
the new general partner.
We urge you to carefully read the enclosed Consent Solicitation
Statement in order to vote your interests. YOUR VOTE IS IMPORTANT. FAILURE TO
VOTE WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE PROPOSALS. To be sure your
vote is represented, please sign, date and return the enclosed Consent of
Limited Partner form as promptly as possible in the enclosed, prepaid envelope.
If you have any questions, please do not hesitate to contact Bond G.P. at (816)
421-4670.
Very Truly Yours,
Bond G.P., L.L.C.
<PAGE>
SOLICITATION OF CONSENTS
of
LIMITED PARTNERS
of
Nooney Real Property Investors-Two, L.P.
by
Bond G.P., L.L.C.
a Missouri limited liability company
August __, 1999
CONSENT SOLICITATION STATEMENT
Bond G.P., L.L.C. a Missouri limited liability company ("Bond G.P."),
is an affiliate of Bond Purchase, L.L.C., a Missouri limited liability company
that is a limited partner of the Partnership ("Bond Purchase"). Bond G.P. is
seeking the approval by written consent (the "Consents") of the limited partners
(the "Limited Partners") of Nooney Real Property Investors-Two, L.P., a Missouri
limited partnership (the "Partnership"), to remove the current general partners
and to elect Bond G.P. as the new general partner of the Partnership, and to
approve the marketing of the Partnership assets. The election of Bond G.P. as a
general partner is conditioned upon the approval of the removal of the current
general partners.
In the event that the current general partners are removed and Bond
G.P. is not elected as the new general partner, Bond G.P. will initiate an
additional consent solicitation to elect a general partner. During such time,
the current general partners would continue to manage the Partnership as the
general partners.
This Consent Solicitation Statement and the accompanying form of
Consent of Limited Partners are first being mailed to Limited Partners on or
about August __, 1999. The participants in this solicitation are Bond G.P., Bond
Purchase, David L. Johnson and Christine A. Robinson.
In reviewing this Consent Solicitation Statement please consider the
following:
o The Partnership has held its four remaining real estate
properties (the "Properties") for over 18 years; although the
Partnership was originally anticipating to sell or refinance
its properties within 5 to 10 years after their acquisition.
Based on the fact that the real estate market has improved in
past years and the Partnership has not disclosed that it is
seeking to sell the Properties, Bond G.P. believes that the
current general partners are not actively seeking
opportunities to sell the Properties.
1
<PAGE>
o The Partnership initially acquired six real property
investments, two of which have since been lost due to
foreclosure by the mortgage lender.
o If Bond G.P. is successful in replacing the current general
partners, Bond G.P. expects to actively market the properties.
o If Bond G.P. is appointed as the new general partner, it or
its affiliates would generally be entitled to the same fees as
previously paid to the current general partners. Bond G.P.
intends to contract with an independent third party to market
the Properties. Bond G.P. hereby agrees, upon its election as
the new general partner, to reduce property management fees
and any other fees payable to the general partner or its
affiliates by at least 20%.
o No consents are being solicited hereby to approve any sales
transaction by the Partnership. Bond G.P. has not identified
or contacted any potential buyers for any of the Properties.
The Limited Partners will be asked at a later date to consent
to any agreement Bond G.P. obtains to sell all or
substantially all of the Properties, as provided in the
Partnership Agreement.
o If Bond G.P. is appointed as the new general partner, it will
be entitled to at least a 1% interest and up to a twenty-five
(25%) interest in all profits and losses and up to twenty-five
percent (25%) of distributions and liquidation proceeds of the
Partnership to the same extent as the former general partners.
o On November 6,1997, the original general partners, with whom
the original Limited Partners invested their money, sold out
their interests as general partners of the Partnership. Since
taking over the Partnership, the current general partners
management subsidiary has received $122,128 in management fees
and $30,000.00 as reimbursement for indirect expenses for the
year ended November 30, 1998. The current general partners
will continue to collect management fees until they sell the
Properties, and therefore have a financial incentive not to
sell the Properties. The current general partners do not own
any Partnership interests. Although Bond G.P. may have a
financial incentive not to sell the Properties because it also
will receive management fees, Bond G.P.'s incentive not to
sell the properties is significantly less because (i) it will
be collecting management fees which are 20% less for managing
the Properties and (ii) its affiliate holds approximately 1.6%
of the Partnership Units. Therefore, Bond G.P. has a stronger
incentive to ensure the prompt sale of the Properties at a
favorable price.
2
<PAGE>
There are other investment considerations which should be weighed in
replacing the current general partners with Bond G.P. Limited Partners are
advised to read this Consent Solicitation Statement carefully and to consult
with their investment and tax advisors. YOUR VOTE IS IMPORTANT. FAILURE TO VOTE
WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE PROPOSALS.
The Consents are solicited upon the terms and subject to the conditions
of this Consent Solicitation Statement and the accompanying form of Consent.
Removal of the current general partners and the election of Bond G.P. as the new
general partner, requires the consent of the record holders of a majority of the
units of interest ("Units") of the Limited Partners (the "Required Consents").
If Bond G.P. receives the Required Consents, it will promptly complete the
necessary requirements to become the new general partner, as provided in the
Partnership's Amended and Restated Agreement and Certificate of Limited
Partnership dated November 5, 1979, (the "Partnership Agreement"). See PROPOSALS
AND SUPPORTING STATEMENT - Admission of a New General Partner.
Section 6.9.A of the Partnership Agreement provides that the limited
partners whose combined capital contributions represent at least a majority of
the total capital contributions of the limited partners may remove a general
partner. Although Section 6.9 does not indicate what methods may be used to get
the approval of a majority of the limited partners, in Article One of the
Partnership Agreement, "Consent of the Limited Partners" is defined to mean the
written consent or vote to do the act or do the thing for which the consent or
vote is solicited. Section 10.12 of the Partnership Agreement provides a
mechanism for calling meetings of the limited partners pursuant to which the
Limited Partners would act by majority vote. Although Section 6.9.A of the
Partnership Agreement does not use the defined term "Consent of the Limited
Partners," we believe that because the Partnership Agreement contemplates
consent solicitations being used by the Limited Partners, obtaining the consent
of a majority of the limited partners to remove the general partners through a
consent solicitation would be binding on the Partnership's general partners.
However, neither the Partnership Agreement nor state law specifically authorizes
the removal of general partners by a consent solicitation.
THIS SOLICITATION IS BEING MADE BY BOND G.P. AND NOT ON BEHALF OF THE
PARTNERSHIP. CONSENTS SHOULD BE DELIVERED TO BOND G.P. AND NOT TO THE
PARTNERSHIP.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT PASSED UPON THE ACCURACY
OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
3
<PAGE>
THIS SOLICITATION OF CONSENTS EXPIRES NO LATER THAN 11:59 P.M. EASTERN
TIME ON DECEMBER ___, 1999, UNLESS EXTENDED.
INFORMATION CONCERNING BOND G.P.
Bond G.P. is a Missouri limited liability company that was formed in
1999 for the purpose of seeking to become the general partner of other real
estate limited partnerships. Bond G.P. is currently soliciting consents to
remove the general partners of Nooney Income Fund Ltd., L.P. and Nooney Income
Fund Ltd., II, L.P. The sole Manager of Bond G.P. is Bond Purchase, which
manages all of the business affairs of Bond G.P. Bond Purchase holds interests
in the Partnership and other real estate limited partnerships for investment
purposes. The principal office of Bond Purchase, L.L.C. is 1100 Main - Suite
2100, Kansas City, MO 64105; telephone (816) 421-4670.
The resumes of the individual participants of the solicitation and the
members of the executive management and principal members of Bond Purchase are
set forth below.
David L. Johnson. Mr. Johnson, age 43, is Chairman, Chief Executive
Officer, and majority shareholder of Maxus Properties, Inc. Mr. Johnson is also
currently Vice President of KelCor, Inc., a Missouri corporation ("KelCor") that
specializes in the acquisition of commercial real estate and the purchase of
loans and apartments from lending institutions and agencies of the federal
government. In addition, KelCor acts as a general partner in approximately ten
real estate limited partnerships. Mr. Johnson and his wife own all of the issued
and outstanding stock of KelCor and 80 percent of the issued and outstanding
stock of MJS. Mr. Johnson is also a member of, and majority owner of the
outstanding interests in Bond Purchase. Mr. Johnson is a 1978 graduate of the
University of Missouri-Columbia. Upon graduation, Mr. Johnson joined the
international accounting firm of Arthur Andersen & Co., where he was promoted to
Tax Manager in 1982. At Arthur Andersen, Mr. Johnson specialized in structuring
real estate transactions for clients. In 1988, Mr. Johnson left Arthur Andersen
to pursue a career in the development, syndication and management of commercial
and multi-family real estate projects. Mr. Johnson is a licensed real estate
broker and a certified public accountant in the State of Missouri. As of the
date of this Proxy Statement, Mr. Johnson owns 10 Limited Partner Units and is
a beneficial owner of 656 Limited Partner Units owned by Bond Purchase. Bond
G.P. and Bond Purchase are both affiliated because Johnson has either a direct
or indirect majority ownership interest in both entities.
Daniel W. Pishny. Mr. Pishny, age 36, is President, Chief Operating
Officer and a minority shareholder of Maxus Properties, Inc. Mr. Pishny
graduated with highest distinction from the University of Kansas in 1984 where
he obtained a degree in business administration. After graduating, he joined the
Kansas City office of KPMG Peat Marwick, an international accounting firm.
At KPMG Peat Marwick, Mr. Pishny was promoted to Audit Manager, specializing in
the auditing of financial institutions. From
4
<PAGE>
1990 to 1995, Mr. Pishny worked in the commercial real estate lending
departments of two major Kansas City financial institutions. Mr. Pishny joined
Maxus in 1995 and is responsible for the day-to-day operations of Maxus and its
managed properties.
John W. Alvey. Mr. Alvey, age 40, is Executive Vice President, Chief
Financial Officer and a minority shareholder of Maxus Properties, Inc., and
President of KelCor, Inc. Mr. Alvey holds a degree from Rockhurst College and a
Masters of Accountancy from Kansas State University. In 1982, Mr. Alvey joined
Arthur Andersen & Co., where he was promoted to Tax Manager working primarily on
real estate matters for individual clients. Mr. Alvey joined Maxus in 1988 after
spending one year working with a Kansas City-area real estate company. Mr. Alvey
became President of KelCor, Inc. in 1992. Mr. Alvey is responsible for the day-
to-day accounting functions, risk management and taxes for Maxus and its managed
properties.
Christine A. Robinson. Ms. Robinson, age 32, is currently Vice
President and a minority shareholder of Maxus. Ms. Robinson has served as Vice
President of Maxus since September, 1997. Prior to September 1997, Ms. Robinson
served as Sales/Marketing/Financial Analyst for American Italian Pasta Company,
a retail pasta manufacturing and sales company,and also worked as an independent
contractor for American Management Association, a company that provides
management, finance and inventory seminars. Ms. Robinson graduated Magna Cum
Laude from Kansas State University in 1990 where she received a degree in
accounting.
Amy Kennedy. Controller. Ms. Kennedy, age 31, obtained a Bachelors
degree from the University of Kansas in 1991. Ms. Kennedy worked as an
accountant for School Services and Leasing, a national sales and leasing firm,
prior to joining Maxus in 1992 and is also a minority shareholder of Maxus. Ms.
Kennedy is responsible for general accounting functions and monthly financial
statements for all Maxus managed properties.
Robert Thomson. Attorney. Mr. Thomson, age 52, is a practicing
attorney in Kansas City, Missouri, where he has been so engaged since graduation
in 1972 from the University of Missouri at Kansas City School of Law (Order of
Bench and Robe; Class Ranking - First). From 1972-73 he was Law Clerk to the
Honorable Elmo B. Hunter, United States District Court, Western District of
Missouri.
Mr. Thomson was with the Kansas City, Missouri office of the law firm
Linde Thomson Langworthy Kohn & Van Dyke, P.C. from 1973 to 1990, with a
practice emphasizing business, corporate and securities law. He has been a
lecturer on securities law and a frequent speaker in that area at various
seminars and meetings, including the Missouri Society of Certified Public
Accountants Tax Shelter Workshop, Syndications Conference for the Missouri
Society of Certified Public Accountants, Annual Syndication Conference, Missouri
Society of Certified Public Accountants (St. Louis, Missouri), Structuring and
Evaluating Tax Shelters after ERTA, Tax Shelters, Real Estate and Oil and
5
<PAGE>
Gas, and moderator of Current Developments in Securities, Tax and Corporate Law
for the University of Missouri at Kansas City and Kansas City Bar Association.
Additionally, Mr. Thomson authored the 1999 Employment Agreement
sections of the Missouri Corporate and Partnership Forms Handbook, was editor
and contributor of the UMKC-CLE publication "Understanding Tax Shelters" and has
participated at various breakfast and luncheon presentations before realtors,
title companies and continuing legal education programs. Mr. Thomson has served
on the Sub-Committee on Real Estate Programs, Regulation of Securities Committee
of the ABA Section on Corporate, Banking and Business Law, and is currently a
member of the Kansas City Bar Association, the Missouri Bar and the American Bar
Association.
INFORMATION CONCERNING THE PARTNERSHIP
Information contained in this section is based upon documents and
reports publicly filed by the Partnership, including the Annual Report on Form
10-K for the fiscal year ended November 30, 1998 (the "Form 10-K"). Although
Bond G.P. has no information that any statements contained in this section are
untrue, Bond G.P. has not independently investigated the accuracy of statements,
and takes no responsibility for the accuracy, inaccuracy, completeness or
incompleteness of any of the information contained in this section or for the
failure by the Partnership to disclose events which may have occurred and may
affect the significance or accuracy of any such information.
Former and Current General Partners
The Partnership is a limited partnership formed under the Missouri
Uniform Limited Partnership Law on September 26, 1979. The Partnership's purpose
is to invest, on a leveraged basis, in income-producing real properties such as
shopping centers, office buildings, and office/warehouses. The original general
partners were Gregory J. Nooney, Jr., G. J. Nooney, John J. Nooney, James J.
O'Connor III, and Nooney Investors, Inc. The current General Partners are Nooney
Investors, Inc. and John J. Nooney as a Special General Partner.
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
6
<PAGE>
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 Income Fund Ltd., L.P., Nooney Real
Property Investors-Four, L.P., Nooney Real Property Investors-Two, 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.
Although Limited Partners have not received the financial benefits
originally anticipated from this Partnership due to the failure of the general
partners to sell or refinance the Properties as they had planned within five to
ten years after the formation of the Partnership, Bond G.P. believes that the
former general partners and their affiliates received substantial "front-end
fees" during the Partnership's organization and acquisition phase, and recently
received further consideration to sell out their interests as general partners
of the Partnership, as described above. Pursuant to Section 5.7 of the
Partnership Agreement the General Partner or any Affiliate thereof may receive
fees and commissions ("Acquisition Fees") from the Partnership or others on
purchases of Property by the Partnership; however, such fees shall not exceed
18% of the gross proceeds received by the Partnership from the offering or the
Units as set forth in Section 4.2A hereof. 18% of the gross proceeds is
$2,160,000.00 The Partnership has not disclosed whether such Acquisition Fees
were actually paid to the general partners or the amount of the total fees paid
to the general partners. In addition, from 1979 until the present, affiliates of
the former general partners received substantial property management and other
fees.
Partnership Properties
The partnership originally invested in six real property investments.
Two of the properties were lost to foreclosure. The four remaining properties
are described below.
7
<PAGE>
On October 3, 1979, the Registrant purchased the Maple Tree Shopping
Center ("Maple Tree") located at the corner of Clayton and Clarkson Roads in
West St. Louis County, Missouri. Constructed in 1974 of steel and masonry block,
Maple Tree contains approximately 72,000 net rentable square feet and is located
on a 7.8 acre site which provides paved parking for 366 cars. The purchase price
of Maple Tree was $3,184,053. Maple Tree was 100% leased by 18 tenants at
November 30, 1998.
On October 15, 1980, the Registrant purchased Park Plaza I & II, ("Park
Plaza") an office/warehouse center located at 5707-5797 Park Plaza Court in
Indianapolis, Indiana. Park Plaza consists of two one-story, concrete block
buildings. Park Plaza I was built in 1975 and Park Plaza II in 1979. Park Plaza
is located on a 9 acre site which provides paved parking for 150 cars. The
purchase price of Park Plaza was $2,411,163. The buildings contain a total of
approximately 95,000 net rentable square feet and were 95% leased by 26 tenants
at November 30, 1998.
On March 27, 1981, the Registrant purchased Morenci Professional Park
Buildings A, B, C, D & G ("Morenci"), an office/warehouse complex located at
62nd Street and Guion Road in Indianapolis, Indiana. Morenci, consisted of five
one-story, masonry buildings located on a 13.35 acre site. Buildings A, B, C & D
were built in 1975 and building G was built in 1979. The total purchase price,
excluding Building G, of Morenci was $3,009,924. On November 14, 1991, Building
G was sold to a party unaffiliated with the Registrant. The remaining buildings
contain a total of approximately 105,600 net rentable square feet and were 94%
leased by 50 tenants at November 30, 1998.
On March 27, 1981, the Registrant purchased the Jackson Industrial
Building A ("Jackson Warehouse"), a warehouse building located at Post Road and
30th Street in Indianapolis, Indiana. Jackson Warehouse is a one-story, masonry
building and is located on a 21.87 acre site. The building, originally
constructed in 1976 and subsequently expanded in 1980, contains approximately
320,000 net rentable square feet. The purchase price of Jackson Warehouse was
$6,089,929. Jackson Warehouse was 61% leased by 2 tenants at November 30, 1998.
According to the Partnership's Form 10-K, it was originally anticipated
that the Partnership would sell or refinance its properties within approximately
five to ten years after their acquisition.
It has been more than 18 years since the Partnership commenced
operations. The original investment expectations have not been met.
Outstanding Units
According to the Partnership's Form 10-K, there were 12,000 Units issued
and outstanding at February 1, 1999, held by 933 holders of record. A Limited
Partner is
8
<PAGE>
entitled to one vote for each Unit owned by such Limited Partner. Bond G.P.'s
affiliates own 199 Units, or approximately 1.8% of the outstanding Units.
According to the Form 10-K, neither the Former general partners nor the current
general partners owns any Units.
PROPOSALS AND SUPPORTING STATEMENT
The Limited Partners are being asked to approve by written consent the
following actions (the "Proposals") pursuant to the Partnership Agreement:
(1) the removal of the current general partners, Nooney Investors,
Inc. and special General Partner, John J. Nooney, as the general partners of the
Partnership;
(2) the election of Bond G.P. as the new general partner of the
Partnership (which is conditioned upon the approval of the removal of the
current general partners); and
(3) approve marketing of the sale of the Partnership's properties.
Bond G.P. believes that the Proposal is in the interest of all Limited
Partners and strongly encourages all Limited Partners to approve the Proposals.
A review of documents and reports publicly filed by the Partnership
indicates that the remaining properties held by the Partnership are potentially
valuable real estate assets. Given the recent recovery in real estate markets,
and the extremely long time that the Partnership has held the Properties, Bond
G.P. believes the Partnership should be actively seeking opportunities to sell
the Properties to third parties now in order to maximize the potential cash
returns to the Limited Partners on their original investment.
The current managing general partner recently purchased from the former
general partners, among other things, the right to manage the Partnership and
collect the management fees. The general partner's management subsidiary has
received $122,128 in management fees for the twelve months ended November 30,
1998. Bond G.P. intends to contract with an independent third party to market
the Properties and has committed to reduce property management fees and any
other fees payable to the general partner or its affiliates by at least 20%.
The current managing general partner will continue to collect management
fees until it sells the Properties, and therefore has a financial incentive not
to sell the Properties. Although Bond G.P. may have a financial incentive not to
sell the Properties because it also will receive management fees, Bond G.P.'s
incentive to sell the properties is significantly less because (i) it will
receive management fees, which are 20% less than the current fees for managing
the Properties and (ii) it has an affiliate that owns a significant number of
Units. Therefore, Bond G.P. has a stronger incentive to ensure the prompt sale
9
<PAGE>
of the Properties at a favorable price. The current general partners own no
Units in the Partnership and therefore do not have the same financial incentive
to sell the Properties as do the Limited Partners.
There is no prohibition against Bond G.P. selling the properties to an
affiliate. However, Bond G.P. plans to have the properties marketed by an
independent broker. At this time, there is no plan for an affiliate of Bond G.P.
to buy these properties.
Bond G.P. believes that removing the current general partners and
electing Bond G.P. as the new general partner will provide the Limited Partners
with the best potential to maximize the potential cash returns to the Limited
Partners in the near future. Bond G.P.'s belief is based on (i) the expectation
that, upon its election as the new general partner, it will immediately actively
market the Properties and (ii) the fact that the current general partners have
not disclosed that they are seeking to sell the Properties. Bond G.P. believes
that the best way to be sure of a prompt marketing of the Properties is to
remove the current general partners and elect Bond G.P. as the new general
partner.
No consents are currently being solicited to approve any sales
transaction by the Partnership. Bond G.P. has not identified nor contacted any
potential buyers for any of the Properties. If Bond G.P. is admitted as the new
general partner, it expects to seek the approval of the Limited Partners to sell
the Properties for cash within the next 24 months, pay off any related debt not
assumed by a buyer, pay selling expenses, distribute the net proceeds to the
Limited Partners in accordance with the Partnership Agreement, and liquidate and
dissolve the Partnership. Any such sales would be dependent upon the condition
of the Properties at such time of proposed sale, local market conditions for the
areas in which the Properties are located, general economic conditions, interest
rates and the availability of financing for the purchase of one or more of the
Properties. Liquidation of the Partnership would occur as soon as practicable
and in an orderly manner after the sale of all the Properties. No assurance can
be given regarding the timing or proceeds of any sales of the Properties or the
timing of the liquidation.
Consent of the Limited Partners for the sale of all or substantially all
of the Properties will be obtained in accordance with the Partnership Agreement.
Section 5.2.B(i) of the Partnership Agreement provides that the general partners
shall not, without the consent of Limited Partners holding a majority of the
Limited Partner Units, sell or otherwise dispose of, at one time, all or
substantially all of the assets of the Partnership. Consent is only required if
the Partnership sells all or substantially all of the Properties. Bond G.P.
intends to sell all or substantially all of the Properties and therefore would
be required to obtain the consent of the Limited Partners.
10
<PAGE>
Admission of New General Partner
Upon satisfaction of the conditions of succession by Bond G.P. as the
new general partner, the current general partners shall be removed as general
partner and Bond G.P. shall simultaneously become the general partner.
Thereafter, the current general partners will not retain any of the rights,
powers or authority accruing to the general partner following their removal as
general partners; provided, however, that the Partnership must purchase the
current general partners' interest in the Partnership in the manner and for an
amount determined as provided in the Partnership Agreement. If Bond G.P. is
appointed as the new general partner, it will be entitled to a 1% interest in
all profits and losses, and cash distributions made by the Partnership prior to
dissolution (the same as which the current general partners are entitled to). In
the event the current general partners are removed, Bond G.P. is elected as the
new general partner and the Properties are then sold, the current general
partners would not be entitled to any distribution, but Bond G.P. would be
entitled to a distribution of up to 25% of the total amount distributed, after
the limited partners have received a return of their adjusted capital
contributions plus a 7% return thereon. Bond G.P. does not believe that the
ultimate sale price for the Properties would result in any payment to the
general partners, whether the general partners remain as presently constituted
or replaced by Bond G.P.
Bond G.P. believes that the Partnership would not have to pay anything
to the current general partners to buy their general partner interests. Section
6.9.C of the Partnership Agreement provides that within sixty (60) days after
the removal of a general partner, two independent appraisers shall appraise the
partnership's net assets, and in the event that the two appraisers are unable to
agree upon the value, such appraisers will appoint a third appraiser to submit a
final and binding determination. The Partnership is required to pay all fees and
expenses incurred with respect to such appraisal. In making the appraisal, the
appraisers are to assume that (i) the Partnership's assets were sold on the date
the general partner was removed and (ii) the Partnership is liquidated in
accordance with Section 8.4 of the Partnership Agreement. Section 8.4.A provides
that, upon liquidation and dissolution of the Partnership, before any payments
are made to the general partners, the balance of any funds remaining after
payments for debts, liabilities and loans of the partnership, shall be
distributed pro rata to each limited partner in an amount equal to his "Adjusted
Capital Contribution." Bond G.P. estimates the value of the net assets of the
partnership to be $3,712,482 (based on the Partnership's 10-K for the calendar
year ending November 30, 1998). This estimate is reached by (i) capitalizing the
sum of the Partnership's 1998 net income plus depreciation, amortization and
interest expenses at ten percent and (ii) subtracting from such amount (x) the
Partnership's total liabilities as of November 30, 1998 and (y) estimating
closing costs of the sale of five percent. In addition, the estimated value
includes the Partnership's cash on hand as of November 30, 1998. Based on this
value of $3,712,482, the entire estimated value of the assets would be paid to
the limited partners because Bond G.P.'s estimate of the "Adjusted Capital
Contribution" as of November 30, 1998 is $12,000,000. Thus, the value of the net
assets
11
<PAGE>
is far less than the Limited Partners' estimated Adjusted Capital Contribution.
Thus, the general partners would not be entitled to payment for its interests
pursuant to Section 8.4.A of the Partnership Agreement. However, the Partnership
would have to pay the expenses of the appraisals which Bond G.P. estimates to be
approximately $60,000 (three appraisals for each of the four properties at
$5,000 each).
The "conditions of succession" for Bond G.P. becoming a general partner
once it receives a majority of the consents are that (i) Bond G.P. must agree to
be bound by the provisions of the Partnership Agreement; (ii) an amendment to
the Certificate of the Limited Partnership must be filed with the Missouri
Secretary of State to reflect the admission of Bond G.P. as a successor general
partner and (iii) either (a) a court of competent jurisdiction in the State of
Missouri shall have determined in an action for declaratory judgment or similar
relief brought on behalf of the Limited Partners that the exercise of the
removal of the general partners will not result in the loss of limited liability
to the Limited Partners or violate the Missouri Uniform Limited Partnership Law
or (b) counsel for Limited Partners shall deliver an opinion to the same effect
satisfactory to the limited partners seeking to remove the general partner that
such removal will not result in the loss of the limited liability of the Limited
Partners or violate the Missouri Uniform Limited Partnership Law. Bond G.P. does
not believe it will have any difficulty in satisfying these condition of
succession.
If the limited partners elect Bond G.P. as General Partner, but do not
adopt the proposal to sell the partnership assets, Bond G.P. intends to operate
the properties with 20% lower fees.
Bond G.P. has indicated its desire to become the new general partner
and, other than a subsequent material adverse change in the Partnership, Bond
G.P. does not anticipate any circumstance under which it would not desire to
become the new general partner. A material adverse change would include
bankruptcy, foreclosure or other impairments on the value or operations of the
Properties. A condition to succession is the delivery of a legal opinion
required by the Partnership Agreement. Bond G.P. believes such condition can be
satisfied within ten days of receiving the Required Consents. Bond G.P. reserves
the right to withdraw before admission as the new general partner in the event
of a material adverse change in the Partnership or in the event Bond G.P. is
unable to satisfy or obtain a waiver of the conditions of succession by Bond
G.P. as the new general partner under the Partnership Agreement.
Bond G.P., as the new general partner, will be entitled to a 1% interest
in all profits, losses and distributions of the Partnership and up to 25% of
distributions upon liquidation, after the limited partners have received a
return of their Adjusted Capital Contribution plus 7% interest thereon. Bond
G.P. does not believe there will ever be such an event, and, therefore, the 25%
liquidation distribution to the general partner will never take place. Under the
terms of the Partnership Agreement, the Partnership is entitled to engage in
12
<PAGE>
various transactions involving affiliates of the general partner. If Bond G.P.
is appointed as the new general partner, it will examine any existing agreements
between the Partnership and any affiliates of the current general partner and
expects to terminate some or all of those agreements. Bond G.P. would be
entitled to cause the Partnership to engage in transactions with its affiliates,
however, Bond G.P. intends to contract with an independent third party to market
the Properties and has committed to reduce property management fees and any
other fees payable to it or its affiliates by at least 20%. In addition, Bond
G.P. could enter into other kinds of transactions with its affiliates.
VOTING PROCEDURE FOR LIMITED PARTNER
Distribution and Expiration Date of Solicitation
This Consent Solicitation Statement and the related Consent are first
being mailed to Limited Partners on or about August ___, 1999. Limited Partners
who are record owners of Units as of August ___, 1999 (the "Record Date") may
execute and deliver a Consent. A beneficial owner of Units who is not the record
owner of such Units must arrange for the record owner of such Units to execute
and deliver to Bond G.P. a Consent that reflects the vote of the beneficial
owner.
This solicitation of Consents will expire at 11:59 p.m. Eastern Time on
the earlier to occur of the following dates (the "Expiration Date"): (i)
December ___, 1999 or such later date to which Bond G.P. determines to extend
the solicitation, and (ii) the date the Required Consents are received. Bond
G.P. reserves the right to extend this solicitation of Consents for such period
or periods as it may determine in its sole discretion from time to time;
provided, however that it will not extend this solicitation past August __,
2000. Any such extension will be followed as promptly as practicable by notice
thereof by press release or by written notice to the Limited Partners. During
any extension of this solicitation of Consents, all Consents delivered to Bond
G.P. will remain effective, unless validly revoked prior to the Expiration Date.
Bond G.P. reserves the right for any reason to terminate the
solicitation of Consents at any time prior to the Expiration Date by giving
written notice of such termination to the Limited Partners.
Voting Procedures and Required Consents
The consent of Limited Partner form included with this Consent
Solicitation Statement is the ballot to be used by Limited Partners to cast
their votes. For each Proposal, Limited Partners should mark a box adjacent to
the Proposal indicating that the Limited Partner votes "For" or "Against" the
Proposal, or wishes to "Abstain." All Consents that are properly completed,
signed and delivered to Bond G.P., and not revoked prior to the Expiration Date,
will be given effect in accordance with the specifications
13
<PAGE>
thereof. If none of the boxes on the Consent is marked, but the Consent is
otherwise properly completed and signed, the Limited Partner delivering such
Consent will be deemed to have voted "For" the Proposals.
Each proposal requires the consent of the record holders of a majority
of the Units of the Limited Partners (the "Required Consents"). Accordingly,
adoption of each Proposal requires the receipt without revocation of the
Required Consents indicating a vote "For" the Proposal. Bond G.P. is seeking
approval of both of the Proposals, but neither Proposal is conditioned in any
way on the approval of the other Proposal. The failure of a Limited Partner to
deliver a Consent or a vote to "Abstain" will have the same effect as if such
Limited Partner had voted "Against" the Proposals. Units not voted on Consents
returned by brokers, banks or nominees will have the same effect as Units voted
against the Proposals.
If Units to which a Consent relates are held of record by two or more
joint holders, all such holders must sign the Consent. If a Consent is signed by
a trustee, partner, executor, administrator, guardian, attorney-in-fact, officer
of a corporation or other person acting in a fiduciary or representative
capacity, such person must so indicate when signing and must submit with the
Consent form appropriate evidence of authority to execute the Consent. In
addition, if a Consent relates to less than the total number of Units held in
the name of such Limited Partner, the Limited Partner must state the number of
Units recorded in the name of such Limited Partner to which the Consent relates.
If a Consent is executed by a person other than the record owner, then it must
be accompanied by a valid proxy duly executed by the record owner.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance, and revocation of Consents, and the interpretation of the
terms and conditions of this solicitation of Consents, will be determined by
Bond G.P., subject to the provisions of the Partnership Agreement, as well as
state and federal law. Bond G.P. reserves the absolute right to reject any or
all Consents that are not acceptable. Bond G.P. also reserves the right to waive
any conditions as to particular Consents or Units. Unless waived, in connection
with Consents must be cured within such determines. None of Bond G.P., any of
its affiliates, or any be under any duty to give any notification of any such
defects, irregularities or waiver, nor shall any of them incur any liability for
failure to give such notification. Deliveries of Consents will not be deemed to
have been made until any irregularities or defects therein have been cured or
waived.
Completion Instructions
Limited Partners are requested to complete, sign and date the Consent of
Limited Partner form included with this Consent Solicitation Statement and mail,
hand deliver, or send by overnight courier the original signed Consent to Bond
G.P.
14
<PAGE>
Consents should be sent or delivered to Bond G.P. and not to the
Partnership, at the address set forth on the back cover of this Consent
Solicitation Statement and on the back of the Consent. A prepaid, return
envelope is included herewith.
Power of Attorney
Upon approval of a Proposal, Bond G.P. will be expressly authorized to
prepare any and all documentation and take any further actions necessary to
implement the actions contemplated under this Consent Solicitation Statement
with respect to the approved Proposal. Furthermore, each Limited Partner who
votes for a Proposal described in this Consent Solicitation Statement, by
signing the attached Consent, constitutes and appoints Bond G.P., acting through
its officers and employees, as his or her attorney-in-fact for the purposes of
executing any and all documents and taking any and all actions required under
the Partnership Agreement in connection with this Consent Solicitation Statement
or in order to implement the approved Proposal, including the execution of an
amendment to the Partnership Agreement to reflect Bond G.P. as the new general
partner of the Partnership or to reflect the dissolution of the Partnership in
accordance with the applicable Proposal, and including the selection of an
appraiser to appraise the Partnership's assets as may be required by the
Partnership Agreement.
Revocation of Consents
Consents may be revoked at any time prior to the Expiration Date, or a
Limited Partner may change his vote on one or both Proposals, in accordance with
the following procedures. For a revocation or change of vote to be effective,
Bond G.P. must receive prior to the Expiration Date a written notice of
revocation or change of vote (which may be in the form of a subsequent, properly
executed Consent) at the address set forth on the Consent. The notice must
specify the name of the record holder of the Units and the name of the person
having executed the Consent to be revoked or changed (if different), and must be
executed in the same manner as the Consent to which the revocation or change
relates or by a duly authorized person that so indicates and that submits with
the notice appropriate evidence of such authority as determined by Bond G.P. A
revocation or change of a Consent shall be effective only as to the Units listed
on such notice and only if such notice complies with the provisions of this
Consent Solicitation Statement.
Bond G.P. reserves the right to contest the validity of any revocation
or change of vote and all questions as to validity (including time of receipt)
will be determined by Bond G.P., subject to the provisions of the Partnership
Agreement, as well as state and federal law.
15
<PAGE>
Absence of Appraisal Rights
There are no appraisal or other similar rights available to Limited
Partners in connection with this solicitation of Consents.
Solicitation of Consents
Neither the Partnership nor the current general partners are
participants in this solicitation of Consents. Bond G.P., Bond Purchase and its
management are the only participants in the solicitation. Bond G.P. will
initially bear all costs of this solicitation of Consents, including fees for
attorneys, and the cost of preparing, printing and mailing this Consent
Solicitation Statement. Bond G.P. shall seek reimbursement for such costs from
the Partnership to the extent allowed under the Partnership Agreement and
applicable law. In addition to the use of mails, certain officers or regular
employees of Bond G.P. may solicit Consents; however, none of these individuals
have been specially engaged to assist the solicitation and no officer or
employee will be compensated for services to assist the solicitation other than
reimbursement of any out-of-pocket expenses relating to the solicitation. The
total fees and expenses to be incurred by Bond G.P. in connection with this
solicitation are estimated to be $25,000. Bond G.P. has incurred fees and
expenses in connection with this solicitation as of August ___, 1999 of
approximately $5,000.
Limited Partners are encouraged to contact Bond G.P. at the address and
telephone number set forth on the back cover of this Consent Solicitation
Statement with any questions regarding this solicitation of Consents and with
requests for additional copies of this Consent Solicitation Statement and form
of Consent.
16
<PAGE>
SOLICITATION OF CONSENTS
of
LIMITED PARTNERS
of
Nooney Real Property Investors-Two, L.P.
a Missouri Limited Partnership
Deliveries of Consents, properly completed and duly executed, should be
made to Bond G.P. at the address set forth below.
Questions and requests for assistance about procedures for consenting or
other matters relating to this solicitation may be directed to Bond G.P. at the
address and telephone number listed below. Additional copies of this Consent
Solicitation Statement and form of Consent may be obtained from Bond G.P. as set
forth below.
No person is authorized to give any information or to make any
representation not contained in this Consent Solicitation Statement regarding
the solicitation of Consents made hereby, and, if given or made, any such
information or representation should not be relied upon as having been
authorized by Bond G.P. or any other person. The delivery of this Consent
Solicitation Statement shall not, under any circumstances, create any
implication that there has been no change in the information set forth herein or
in the affairs of Bond G.P. or the Partnership since the date hereof.
Bond G.P., L.L.C.
1100 Main - Suite 2100
Kansas City, MO 64105
(816) 421-4670
17
<PAGE>
APPENDIX A
(Form of Consent - Preliminary Copy)
Nooney Real Property Investors-Two, L.P.
a Missouri Limited Partnership (the "Partnership")
CONSENT OF LIMITED PARTNER
This Consent is Solicited on Behalf of Bond G.P., L.L.C.
The undersigned has received the Consent Solicitation Statement dated
August ___, 1999 ("Consent Solicitation Statement") by Bond G.P., L.L.C., a
Missouri limited liability company ("Bond G.P."), seeking the approval by
written consent of the following proposals:
(1) the removal of the current general partners, Nooney Investors,
Inc., a Missouri corporation and John J. Nooney, as special general partner;
(2) the election of Bond G.P. as the new general partner of the
Partnership (which is conditioned on the approval of proposal 1 above); and
(3) the approval to market the Partnership properties.
Each of the undersigned, by signing and returning this Consent, hereby
constitutes and appoints Bond G.P., acting through its officers and employees as
his or her attorney-in-fact for the purposes of executing any and all documents
and taking any and all actions required under the Partnership Agreement in
connection with this Consent and the Consent Solicitation Statement or in order
to implement an approved proposal; and hereby votes all Units of interest in the
capital of the Partnership held of record by the undersigned as follows for the
proposals set forth above, subject to the Consent Solicitation Statement.
18
<PAGE>
Proposal FOR AGAINST ABSTAIN
1. Removal of General Partner
and Special General Partner [ ] [ ] [ ]
2. Election of New
General Partner, Bond G.P., L.L.C. [ ] [ ] [ ]
3. Marketing of Partnership Assets [ ] [ ] [ ]
(Please sign exactly as your name appears on the Partnership's records. Joint
owners should each sign. Attorneys-in-fact, executors, administrators, trustees,
guardians, corporation officers or others acting in representative capacity
should indicate the capacity in which they sign and should give FULL title, and
submit appropriate evidence of authority to execute the Consent)
Dated: ____________________, 1999
(Important - please fill in)
------------------------
Signature
------------------------
Signature
------------------------
Telephone Number
PLEASE MARK, SIGN, DATE & PROMPTLY RETURN THIS CONSENT BY DEC. ___, 1999.
19
<PAGE>
THIS CONSENT IS SOLICITED BY BOND G.P., L.L.C. LIMITED PARTNERS WHO RETURN A
SIGNED CONSENT BUT FAIL TO INDICATE THEIR APPROVAL OR DISAPPROVAL AS TO ANY
MATTER WILL BE DEEMED TO HAVE VOTED TO APPROVE SUCH MATTER. THIS CONSENT IS
VALID FROM THE DATE OF ITS EXECUTION UNLESS DULY REVOKED.
NOONEY REAL PROPERTY INVESTORS-TWO, L.P.
a Missouri Limited Partnership (the "Partnership")
CONSENT OF LIMITED PARTNER
Deliveries of Consents, properly completed and duly executed, should be
made to Bond G.P. at the address set forth below. A prepaid, return envelope is
included herewith.
Questions and requests for assistance about procedures for consenting
or other matters relating to this Solicitation may be directed to Bond G.P. at
the address and telephone number listed below. Additional copies of this Consent
Solicitation Statement and form of Consent may be obtained from Bond G.P. as set
forth below.
Bond G.P., L.L.C.
1100 Main - Suite 2100
Kansas City, Missouri 64105
(816) 421-4670
20
<PAGE>
