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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 2)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
Nooney Real Property Investors-Four, L. P.
(Name of Registrant as Specified in Its Charter)
Millenium Investors 2, LLC
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transactions applies:
.....................................................................
(2) Aggregate number of securities to which transactions applies:
.....................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.
.....................................................................
(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:
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MILLENIUM INVESTORS 2, LLC
199 South Los Robles Avenue, Suite 440
Pasadena, California 91101
July [_], 1999
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-Four, L. P., a Missouri limited partnership (the
"Partnership"), to remove the current general partners and to elect Millenium
Investors 2, LLC, a California limited liability company ("Millenium") as the
new general partner of the Partnership, and to approve the liquidation of the
Partnership and final distribution of its assets to the Limited Partners.
Millenium Investors 2, LLC, is an affiliate of Millenium Investors, LLC, a
limited partner of the Partnership. The goal of Millenium in soliciting the
Consents is to elect Millenium as the new general partner of the Partnership so
that Millenium 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.
On January 21, 1999, the Limited Partners approved a sale of the
Partnership's remaining two properties to an affiliate of the managing general
partner. Although the sale contracts provided that the affiliate-purchaser would
complete its diligence review of the properties within 60 days thereafter and
either terminate or proceed with the transaction, more than five months have
passed and the sale has not closed, there have been no further announcements
from the Partnership regarding the sale, and the managing general partner
refuses to state whether the required earnest money deposit has been made by the
affiliate-purchaser. Therefore, Millenium believes that the affiliate-purchaser
does not have the financial resources to purchase the Partnership's properties,
and that the current general partners have not used their best efforts to sell
the properties.
Millenium also believes that the Partnership would probably obtain a higher
price for the properties if they were offered for sale to independent third
parties rather than affiliates, especially since the price offered by the
affiliate-purchaser is the appraised value from an appraisal conducted over a
year ago. In February 1999, the Partnership was offered $1,000,000 more for the
properties than the price offered by the affiliate-purchaser. Millenium believes
the best way to promptly sell the properties at the best price is to remove the
current general partners and elect Millenium 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 Millenium toll
free at (800) 611-4613, or at (626) 585-5920.
Millenium Investors 2, LLC
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SOLICITATION OF CONSENTS
of
LIMITED PARTNERS
of
NOONEY REAL PROPERTY INVESTORS-FOUR, L. P.
by
MILLENIUM INVESTORS 2, LLC
a California limited liability company
July [_], 1999
CONSENT SOLICITATION STATEMENT
Millenium Investors 2, LLC, a California limited liability company
("Millenium"), is an affiliate of Millenium Investors, LLC, a limited partner of
the Partnership. Millenium is seeking the approval by written consent (the
"Consents") of the limited partners (the "Limited Partners") of Nooney Real
Property Investors-Four, L. P., a Missouri limited partnership (the
"Partnership"), to remove the current general partners and to elect Millenium as
the new general partner of the Partnership, and to approve the liquidation of
the Partnership and final distribution of its assets to the Limited Partners.
In reviewing this Consent Solicitation Statement, please consider the
following:
o On January 21, 1999, the Limited Partners approved a sale of the
Partnership's two remaining real estate properties (the "Properties")
to an affiliate of the managing general partner. Although the sale
contracts provided that the affiliate-purchaser would complete its
diligence review within 60 days and either terminate or proceed with
the transaction, more than five months have passed and the sale has
not closed and there have been no further announcements from the
Partnership regarding the sale. The managing general partner refuses
to state whether the required earnest money deposit has been made by
the affiliate-purchaser. Therefore, Millenium believes that the
affiliate-purchaser does not have the financial resources to purchase
the Properties.
o The Properties were not offered to third parties to assure that the
highest price available for the Properties is obtained by the
Partnership. In February 1999, the Partnership was offered $1,000,000
more for the Properties than the price offered by the
affiliate-purchaser, which is the appraised value from an appraisal
conducted over a year ago. Millenium believes higher prices for the
Properties would be obtained from independent third parties rather
than affiliates of the general partners, but that the managing general
partner will not market the Properties to third parties.
o The Partnership has held the Properties for over 17 years; although
the Partnership was originally anticipating to sell or refinance its
properties within 5 to 10 years after their acquisition.
o If Millenium becomes the new general partner, Millenium would continue
the process of selling the Properties in the manner and on the terms
that Millenium believes best serves the interests of the Limited
Partners. Millenium would probably
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seek to cause the Partnership to terminate the existing contract to
sell the Properties to the affiliate-purchaser, if possible, and
market the Properties to independent third parties for the highest
possible price; however, Millenium cannot state with certainty what
actions it will take until it gains control of the Partnership and is
better able to assess the available options. Millenium believes there
is a substantial likelihood that if this solicitation is not
successful in removing the current general partners, the current
general partners may abandon efforts to sell the Properties.
o If Millenium is successful in replacing the current general partners,
Millenium expects to present the Limited Partners with proposals to
sell the Properties within one year from the time it becomes the new
general partner and to liquidate the Partnership. In order to ensure
that the Properties get sold, Millenium is seeking the approval of the
Limited Partners to dissolve the Partnership on or before the date
that is eighteen months from the expiration date of this solicitation
of Consents.
o If Millenium is appointed as the new general partner it would be
entitled to a 1% interest in all profits, losses and distributions of
the Partnership and Millenium or its affiliates would be entitled to
the same fees as previously paid to the current managing general
partner; however, Millenium intends to contract with an independent
third party to manage 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%. Millenium would also be
allowed to sell the Properties to an affiliate, although Millenium has
no intention to do so.
o No Consents are being solicited hereby to approve any sales
transaction by the Partnership. Millenium 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
Millenium obtains to sell the Properties.
o The Partnership at one time held five properties. Two of those
Properties have been sold, and one was lost by deed in lieu of
foreclosure in 1991. A substantial portion of your original investment
has been lost. The Partnership has not made cash distributions for at
least 12 years.
o On October 31, 1997, the original general partners, with whom the
original Limited Partners invested their money, sold out their
interests as general partners of the Partnership and are no longer
managing the Partnership. Since taking over the Partnership, the
managing general partner's subsidiary has received over $283,000 in
management fees and reimbursements for the sixteen months ended
February 28, 1999. The 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. Millenium, on
the other hand, has affiliates that hold a substantial amount of
Partnership Units, and therefore has a strong incentive to ensure the
prompt sale of the Properties at a favorable price. The current
general partners hold no Units in the Partnership.
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There are other investment considerations which should be weighed in
replacing the current general partners with Millenium. 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 Millenium as the new
general partner, and approval of the dissolution of the Partnership, each
requires the consent of the record holders of a majority of the units of
interest ("Units") of the Limited Partners (the "Required Consents"). If
Millenium 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 April 7, 1982, as amended (the "Partnership Agreement").
This Consent Solicitation Statement and the accompanying form of Consent of
Limited Partners are first being mailed to Limited Partners on or about July
[_], 1999.
CONSENTS SHOULD BE DELIVERED TO MILLENIUM 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.
THIS SOLICITATION OF CONSENTS EXPIRES NO
LATER THAN 11:59 P.M. EASTERN TIME ON
[___________], 1999, UNLESS EXTENDED.
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INFORMATION CONCERNING MILLENIUM
Millenium is a California limited liability company that was formed in 1998
for the purpose of seeking to become the general partner of the Partnership and
other real estate limited partnerships. The Manager of Millenium is Everest
Properties II, LLC, a California limited liability company ("Everest
Properties"), which manages all of the business affairs of Millenium. Everest
Properties also manages Millenium Investors, LLC, and KM Investments, LLC, which
hold interests in the Partnership and other real estate limited partnerships for
investment purposes. Everest Properties is a California limited liability
company that was formed in 1996. Everest Properties manages investments in real
estate, cable and equipment leasing limited partnerships, and conducts other
investment banking activities regarding real estate. The principal office of
Millenium and Everest Properties is 199 South Los Robles Avenue, Suite 440,
Pasadena, CA 91101; telephone (626) 585-5920.
The management of Everest Properties has significant experience in the real
estate industry and with limited partnerships like the Partnership. Below are
resumes for the members of the executive management of Everest Properties that
serve as the management of Millenium.
W. Robert Kohorst. Mr. Kohorst is the President of Everest Properties and
its affiliates. He is a lawyer by profession. From 1984 through 1990, Mr.
Kohorst was the President of the Private Placement Group for Public Storage,
Inc., a national real estate syndicator. Mr. Kohorst's responsibilities included
all structuring, marketing, investor services and accounting services for
private placement syndications for Public Storage, Inc., and its affiliates.
Upon leaving Public Storage, Inc. in 1990, Mr. Kohorst was the Chief Executive
Officer and principal of two businesses, Tiger Shark Golf, Inc., a golf
equipment manufacturer, and Masquerade International, Inc., a manufacturer of
costumes. In 1991 Mr. Kohorst co-founded KH Financial, Inc., which has been
engaged in the acquisition of general partner interests, real estate companies
and related assets. Mr. Kohorst has been the President of KH Financial, Inc.
from its inception to the present. Mr. Kohorst holds a Juris Doctor from the
University of Michigan and a Bachelor of Science degree in accounting from the
University of Dayton.
David I. Lesser. Mr. Lesser is the Executive Vice President of Everest
Properties. He is a lawyer by profession. From 1979 through 1986, Mr. Lesser
practiced corporate and real estate law with Kadison, Pfaelzer, Woodard, Quinn &
Rossi and Johnsen, Manfredi & Thorpe, two prominent Los Angeles law firms. From
1986 through 1995, Mr. Lesser was a principal and member of Feder, Goodman &
Schwartz and its predecessor firm, co-managing the firm's corporate and real
estate practice. Between 1990 and 1992, Mr. Lesser was counsel to Howard, Rice,
Nemerovski, Robertson, Canady & Falk. Mr. Lesser is also a Vice President of KH
Financial, Inc. Mr. Lesser holds a Juris Doctor from Columbia University and a
Bachelor of Arts degree from the University of Rochester.
Christopher K. Davis. Mr. Davis is a Vice President and the General Counsel
of Everest Properties. He is a lawyer by profession. From 1991 to 1995, he
practiced securities and corporate law with Gibson, Dunn & Crutcher, a prominent
national law firm headquartered in Los Angeles. From 1995 through 1997, he
served as Senior Staff Counsel and then Director of
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Corporate Legal of Pinkerton's, Inc., a worldwide provider of security,
investigation and related services. At Pinkerton, Mr. Davis was responsible for
directing the corporate legal section of the legal department. Mr. Davis holds a
Juris Doctor from Harvard Law School and a Bachelor of Science degree in
Business Administration from the University of California, Berkeley.
Peter J. Wilkinson. Mr. Wilkinson is a Vice President and the Chief
Financial Officer of Everest Properties. He is an accountant by profession. From
1981 through 1987, he worked for Deloitte Haskins and Sells and Coopers and
Lybrand in London and Sydney in their audit divisions, gaining significant
experience in a variety of industry segments. From 1987 to 1990, he was the
company secretary and controller of Gresham Partners, an Australian investment
bank where, in addition to being responsible for all financial, tax and
administrative matters, he was involved with analyzing leveraged buyout,
property finance and business acquisitions. Mr. Wilkinson joined BankAmerica in
the United States and from 1991 to 1996 held a number of positions, culminating
in being the Division Finance Officer for the Corporate Trust and Mortgage and
Asset Backed divisions. In this capacity, he was responsible for presentation of
all financial information and financial due diligence during their divestiture.
Mr. Wilkinson holds a Bachelor of Science degree from Nottingham University and
is an English chartered accountant.
Financial information regarding Millenium is included as Exhibit A to this
Consent Solicitation Statement.
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") and the Quarterly
Report on Form 10-Q for the fiscal quarter ended February 28, 1999 (the "Form
10-Q"). Although Millenium has no information that any statements contained in
this section are untrue, Millenium 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 February 9, 1982, to invest, on a leveraged basis, in
income-producing real properties such as shopping centers, office buildings,
apartment complexes, office/warehouses and other commercial properties. The
original general partners were Gregory J. Nooney, Jr., and Nooney Capital Corp.,
a Missouri corporation wholly owned by Nooney Company, the original sponsor of
the Partnership. During 1997, PAN Inc., a corporation owned by the daughter of
Mr. Nooney, became a general partner (Mr. Nooney, Nooney Capital Corp. and PAN
Inc. are referred to collectively as the "Former General Partners"). John J.
Nooney is a
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Special General Partner of the Partnership and as such, does not exercise
control of the affairs of the Partnership.
On October 31, 1997, the Former General Partners sold out their interests
as general partners of the Partnership and Nooney Company sold Nooney Capital
Corp. (the managing general partner of the Partnership) to S-P Properties, Inc.,
a California corporation which itself is a wholly-owned subsidiary of CGS Real
Estate Company, Inc., a Texas corporation. At the same time, CGS Real Estate
Company purchased the real estate management business of the Former General
Partners. The purchase described above was part of a larger transaction (the
"Nooney Sale") whereby CGS Real Estate Company purchased the entire real estate
management business operated by Nooney Company, all controlling interests in
corporate general partners for other public partnerships, investment real
estate, and the controlling interest in a private partnership which acts as an
external advisor to a publicly held real estate investment trust. The
consideration received by the individual Former General Partners and Nooney
Company for all their interests as general partners was over $335,000.
Although Limited Partners have not received the financial benefits
originally anticipated from this Partnership, 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. In addition, from 1982 until 1997, affiliates of the Former General
Partners received substantial property management and other fees.
Partnership Properties
The Partnership originally invested in five real property investments. One
of the Partnership's properties was sold in 1990, one of the Partnership's
properties was conveyed by deed in lieu of foreclosure in 1991, and one of the
Partnership's properties was sold in 1993. The two remaining Properties,
"Cobblestone" and "Woodhollow," are described below.
In l982, the Partnership purchased the Cobblestone Court Shopping Center
("Cobblestone"), in Burnsville, Minnesota, a suburb of Minneapolis. Cobblestone
contains approximately 98,000 net rentable square feet and is located on an 11
acre site which provides paved parking for 605 cars. The purchase price of
Cobblestone was $5,882,318. Cobblestone was 59% leased by 7 tenants at the end
of 1998, and 59% leased as of February 28, 1999.
In l982, the Partnership also purchased the Woodhollow Apartments
("Woodhollow"), a 402-unit garden apartment complex in west St. Louis County,
Missouri. The complex consists of 17 buildings containing one, two and three
bedroom apartments. The complex is located on a 26 acre site. The purchase price
for Woodhollow was $12,665,147. Woodhollow was 92% occupied at the end of 1998,
and 94% occupied as of February 28, 1999.
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.
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It has been more than 17 years since the Partnership commenced operations.
The original investment expectations have not been met. Cash distributions have
not been made for at least 13 years. The managing general partner has not
indicated that it expects cash distributions to resume in the near future.
Outstanding Units
According to the Partnership's Form 10-K, there were 13,529 Units issued
and outstanding at November 30, 1998, held by 1,199 holders of record. A Limited
Partner is entitled to one vote for each Unit owned by such Limited Partner.
Millenium's affiliates own 668 Units, or approximately 4.9% of the outstanding
Units. According to the Form 10-K, neither the Former General Partners nor the
current general partners own any Units.
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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 Capital Corp. and
John J. Nooney, as general partners of the Partnership and the simultaneous
election of Millenium as the new general partner of the Partnership (see
"Admission of New General Partner" below); and,
(2) the approval to dissolve the Partnership and make a final distribution
of its assets to the Limited Partners on or before the date that is eighteen
months from the Expiration Date (as defined below) of this solicitation of
Consents.
Millenium believes that both of the Proposals are in the interest of all
Limited Partners and strongly encourages all Limited Partners to approve both of
the Proposals. Neither Proposal is conditioned on the approval of the other
Proposal.
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,
Millenium believes the Partnership should be actively seeking opportunities to
sell the Properties now in order to maximize the potential cash returns to the
Limited Partners on their original investment. Prior to learning in October 1998
that Millenium was planning to seek to replace it, the managing general partner
had never indicated that it expected to propose sales of the Properties in the
near future. An affiliate of the managing general partner agreed over seven
months ago to purchase the Properties, and the Limited Partners approved such a
sale over five months ago, and yet the managing general partner and its
affiliate have failed to close the sale. The managing general partner refuses to
state whether the required earnest money deposit has been made by the
affiliate-purchaser. Millenium believes that the affiliate-purchaser does not
have the financial resources to purchase the Partnership's properties, and that
the managing general partner will abandon its efforts to sell the Properties.
The Properties were not offered to third parties to assure that the highest
price available for the Properties is obtained by the Partnership. Millenium
believes higher prices for the Properties would be obtained from independent
third parties rather than affiliates of the general partners, but that the
managing general partner will not market the Properties to third parties. In
February, 1999, the Partnership was offered $1,000,000 more for the Properties
than the price offered by the affiliate-purchaser, which is the appraised value
from an appraisal conducted over a year ago. The offer was made by means of an
executed written contract providing: a $1,000,000 higher price, no broker
commissions, a shorter diligence period, fewer conditions to closing, and fewer
representations and warranties compared to the contract the Partnership had with
the affiliate-purchaser, and also providing a 30-day closing period after
completion of inspection, without extensions, compared to the
affiliate-purchaser's closing period of up to 90 days. The offer was
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made by a Limited Partner of the Partnership, of an affiliate thereof, that is
independent from Millenium and the Partnership and its general partners.
The managing general partner recently purchased from the Former General
Partners, among other things, the right to manage the Partnership and collect
the management fees. Since taking over the Partnership, the managing general
partner's subsidiary has received over $283,000 in management fees and
reimbursements for the sixteen months since becoming a general partner. Although
Millenium, as the new general partner, would be able to select the manager of
the Partnership and therefore could receive such management fees, Millenium
intends to contract with an independent third party to manage 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 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. 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. Millenium, however, has affiliates that own a significant
number of Units, and therefore has a strong incentive to ensure the prompt sale
of the Properties at a favorable price.
Millenium believes that removing the current general partners and electing
Millenium 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.
Millenium also believes that the approval by the Limited Partners to
dissolve the Partnership and make a final distribution of its assets to the
Limited Partners on or before the date that is eighteen months from the
expiration date of this solicitation of Consents will provide assurance that the
Properties will be sold promptly. Even if Millenium is not elected as the
general partner, the current general partners would be required to complete such
dissolution in accordance with the vote of the Limited Partners; however,
electing Millenium as the new general partner will ensure that such dissolution
occurs as promptly as possible.
No Consents are currently being solicited to approve any sales transaction
by the Partnership. Millenium has not identified nor contacted any potential
buyers for any of the Properties. If Millenium 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 12 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.
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Admission of New General Partner
Upon satisfaction of the conditions of succession by Millenium as the new
general partner, the current general partners shall be removed as general
partner and Millenium 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 partners 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. Millenium, as the
new general partner, will be entitled to a 1% interest in all profits, losses
and distributions of the Partnership.
If in fact the current general partners were in the process of selling the
Properties when Millenium became the new general partner, Millenium would
continue the process in the manner and on the terms that Millenium believed best
served the interests of the Limited Partners. Millenium would probably seek to
cause the Partnership to terminate the existing contract to sell the Properties
to the affiliate-purchaser, if possible, and market the Properties to
independent third parties for the highest possible price; however, Millenium
cannot state with certainty what actions it will take until it gains control of
the Partnership and is better able to assess the available options.
Millenium has indicated its desire to become the new general partner and,
other than a subsequent material adverse change in the Partnership, Millenium
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.
The conditions under the Partnership Agreement to removing the current general
partners and replacing them with Millenium are (i) the delivery to the Limited
Partners of a legal opinion that such actions will not result in the loss of any
Limited Partner's limited liability or violate Missouri partnership law, which
condition Millenium intends to satisfy on or before the Expiration Date, (ii)
Millenium's agreement to be bound by the terms of the Partnership Agreement,
which Millenium will provide immediately upon its election, and (iii) the filing
of an amendment to the Partnership Agreement reflecting the admission of
Millenium as the new general partner, which Millenium will complete within five
(5) business days of its election. Millenium 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 Millenium is unable to satisfy or
obtain a waiver of the conditions of succession by Millenium as the new general
partner under the Partnership Agreement.
Under the terms of the Partnership Agreement, the Partnership is entitled
to engage in various transactions involving affiliates of the general partner.
If Millenium is appointed as the new general partner, it will examine any
existing agreements between the Partnership and any affiliates of the current
general partners and expects to terminate some or all of those agreements.
Millenium would be entitled to cause the Partnership to engage in transactions
with its affiliates, however, Millenium intends to contract with an independent
third party to manage the Properties and has committed to reduce property
management fees and any other fees payable to it or its affiliates by at least
20%.
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VOTING PROCEDURE FOR LIMITED PARTNERS
Distribution and Expiration Date of Solicitation
This Consent Solicitation Statement and the related Consent are first being
mailed to Limited Partners on or about July [_], 1999. Limited Partners who are
record owners of Units as of July [_], 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 Millenium 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) [____],
1999 or such later date to which Millenium determines to extend the
solicitation, and (ii) the date the Required Consents are received. Millenium
reserves the right to extend this solicitation of Consents on a daily basis or
for such period or periods as it may determine in its sole discretion from time
to time. 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
Millenium will remain effective, unless validly revoked prior to the Expiration
Date.
Millenium 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 Millenium, and not revoked prior to the Expiration Date, will be
given effect in accordance with the specifications 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. Millenium 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.
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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. Valid
execution of a Consent will revoke any prior voting directions, whether by proxy
or consent, given by the Limited Partner executing the Consent.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and revocation of the Consent, and the interpretation of
the terms and conditions of this solicitation of Consents, will be determined by
Millenium, whose determination will be final and binding. Millenium reserves the
absolute right to reject any or all Consents that are not in proper form or the
acceptance of which, in the opinion of Millenium or its counsel, could be
unlawful. Millenium also reserves the right to waive any irregularities or
conditions as to particular Consents or Units. Unless waived, any irregularities
in connection with Consents must be cured within such time as Millenium
determines. None of Millenium, any of its affiliates, or any other person shall
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
Millenium.
CONSENTS SHOULD BE SENT OR DELIVERED TO MILLENIUM 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, Millenium 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 Millenium, 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
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<PAGE>
reflect Millenium as the new general partner of the Partnership or to reflect
the dissolution of the Partnership in accordance with the applicable Proposal,
including the selection of counsel for the Limited Partners and the procurement
and acceptance on behalf of the Limited Partners of any legal opinion that may
be required by the Partnership Agreement, 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,
Millenium 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 Millenium. 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.
Millenium 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 Millenium in its sole discretion, which determination will be
final and binding. None of Millenium, any of its affiliates, or any other person
will be under any duty to give notification of any defects or irregularities
with respect to any revocation or change of vote nor shall any of them incur any
liability for failure to give such notification.
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. Millenium is a participant in the
solicitation, and Everest Properties may be considered a participant in this
solicitation. Millenium 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. Millenium 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 Millenium or Everest Properties 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-
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pocket expenses relating to the solicitation. The total fees and expenses to be
incurred by Millenium in connection with this solicitation are estimated to be
$25,000. Millenium has incurred fees and expenses in connection with this
solicitation as of June 30, 1999 of approximately $5,000.
Limited Partners are encouraged to contact Millenium 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.
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EXHIBIT A
MILLENIUM INVESTORS 2, LLC
BALANCE SHEET
As of October 31, 1998*
ASSETS
Current assets:
Cash..........................................................$10,000
-------
Total current assets..................................... 10,000
Total assets.......................................$10,000
=======
LIABILITIES AND MEMBERS' CAPITAL
Members' capital..................................................$10,000
-------
Total members' capital........................................ 10,000
Total liabilities and member's capital..................$10,000
=======
- -----------
* Audited; auditor's Notes to Balance Sheet have been omitted. There have been
no operations since formation of the company.
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<PAGE>
SOLICITATION OF CONSENTS
of
LIMITED PARTNERS
of
NOONEY REAL PROPERTY INVESTORS-FOUR, L. P.
a Missouri Limited Partnership
Deliveries of Consents, properly completed and duly executed, should be
made to Millenium 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 Millenium at the
address and telephone number listed below. Additional copies of this Consent
Solicitation Statement and form of Consent may be obtained from Millenium 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 MILLENIUM 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 MILLENIUM OR THE PARTNERSHIP SINCE THE DATE HEREOF.
MILLENIUM INVESTORS 2, LLC
199 South Los Robles Avenue, Suite 440
Pasadena, California 91101
(800) 611-4613 or (626) 585-5920
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<PAGE>
NOONEY REAL PROPERTY INVESTORS-FOUR, L. P.
a Missouri Limited Partnership (the "Partnership")
CONSENT OF LIMITED PARTNER
The undersigned has received the Consent Solicitation Statement dated July
[_], 1999 ("Consent Solicitation Statement") by Millenium Investors 2, LLC, a
California limited liability company ("Millenium"), seeking the approval by
written consent of the following proposals:
(1) the removal of the current general partners, Nooney Capital Corp., a
Missouri corporation, and John J. Nooney, and the simultaneous election of
Millenium as the new general partner of the Partnership ("Replacement of General
Partner"); and,
(2) the approval to dissolve the Partnership and make a final distribution
of its assets to the Limited Partners on or before the date that is eighteen
months from the Expiration Date of this solicitation of Consents ("Liquidation
of Partnership").
Each of the undersigned, by signing and returning this Consent, hereby
constitutes and appoints Millenium, 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; hereby revokes all prior voting
directions, whether by proxy or consent; 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.
Proposal FOR AGAINST ABSTAIN
1. Replacement of General Partner [ ] [ ] [ ]
2. Liquidation of Partnership [ ] [ ] [ ]
Dated: , 1999
--------------------
(IMPORTANT - PLEASE FILL IN)
--------------------------------
Signature
--------------------------------
Signature
--------------------------------
Telephone Number
(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)
THIS CONSENT IS SOLICITED BY MILLENIUM INVESTORS 2, LLC AND EVEREST
PROPERTIES II, LLC. 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.
[FRONT SIDE]
<PAGE>
NOONEY REAL PROPERTY INVESTORS-FOUR, L. P.
a Missouri Limited Partnership (the "Partnership")
CONSENT OF LIMITED PARTNER
Deliveries of Consents, properly completed and duly executed, should be
made to Millenium 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 Millenium at the
address and telephone number listed below. Additional copies of this Consent
Solicitation Statement and form of Consent may be obtained from Millenium as set
forth below.
MILLENIUM INVESTORS 2, LLC
199 South Los Robles Avenue, Suite 440
Pasadena, California 91101
(800) 611-4613 or (626) 585-5920
[REVERSE SIDE]
