SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934*
NOONEY REAL PROPERTY-FOUR, L.P.
(Name of Issuer)
Limited Partner Units
(Title of Class of Securities)
Scott M. Herpich, Lathrop & Gage L.C., 2345 Grand Blvd., Suite 2800,
Kansas City, MO 64108, (816) 292-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
11/16/99
(Date of Event Which Requires Filing of This Statement)
If the reporting person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b) (3) or (4), check the following box.
______
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1 (a) for other parties to whom copies are to be
sent.
(Continued on following pages)
(Page 1 of 7 pages)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bond Purchase, L.L.C.
43-1727861
(2) Check the Appropriate Box (a)
if a Member of a Group (b)
(3) SEC Use Only
(4) Source of funds
WC
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
Missouri
Number of limited partner units (7) Sole Voting Power
beneficially owned None
by each reporting
person with: (8) Shared Voting Power
1482
(9) Sole Dispositive Power
None
(10) Shared Dispositive Power
1482
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
1482
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares _____
(13) Percent of Class Represented by Amount in Row (11)
10.95%
(14) Type of Reporting Person
PN
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David L. Johnson
###-##-####
(2) Check the Appropriate Box (a) ________________
if a Member of a Group* (b) ________________
(3) SEC Use Only
(4) Source of funds
AF
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) __________
(6) Citizenship or Place of Organization
United States
Number of limited partner units (7) Sole Voting Power
beneficially owned None
by each reporting
person with: (8) Shared Voting Power
1482
(9) Sole Dispositive Power
None
(10) Shared Dispositive Power
1482
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
1482
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares _____
(13) Percent of Class Represented by Amount in Row (11)
10.95%
(14) Type of Reporting Person
IN
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Item 1. Security and Issuer.
This Schedule 13D relates to the limited partner units (the
"Securities"), of Nooney Real Property-Four, L.P., a Missouri limited
partnership (the "Company"), whose principal executive offices are located at
1100 Main, Suite 2100, Kansas City, Missouri 64105.
Item 2. Identity and Background.
This report is filed by Bond Purchase, L.L.C. Inc. ("Bond Purchase") and
David L. Johnson, CPA ("Mr. Johnson") (collectively, the "Reporting Persons").
Bond Purchase is a Missouri limited liability company with a principal
office and business address of 1100 Main, Suite 2100, Kansas City, Missouri
64105, whose principal business is managing and investing in real estate limited
partnerships. Mr. Johnson is the majority interest holder and a member of Bond
Purchase. Bond Purchase recently purchased all of the outstanding stock of
Nooney Capital Corp., one of the two general partners of the Company ("NCC").
Mr. Johnson is a citizen of the United States whose business address is
1100 Main, Suite 2100, Kansas City, Missouri 64105. Mr. Johnson is a member of,
and holds a majority of the interests in, Bond Purchase. Mr. Johnson has
recently been appointed as a director, Chairman and Executive Vice President of
NCC. In addition, Mr. Johnson is (i) an officer, director and principal
shareholder of Maxus Properties, Inc., a Missouri corporation specializing in
commercial property management ("Maxus") and (ii) an officer, director and
principal shareholder of KelCor, Inc., a Missouri corporation whose principal
business is participating in the acquisition and ownership of commercial and
multi-family residential real estate and acting as a general partner of several
real estate limited partnerships. Each of the above-referenced entities'
principal office and business address is 1100 Main, Suite 2100, Kansas City,
Missouri 64105. Mr. Johnson is also a licensed real estate broker in the State
of Missouri.
During the past five years, neither of the Reporting Persons has been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he or she was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds used by the Reporting Persons to acquire the
Securities reported in Item 5(c) was $266,399. The units were acquired by Bond
Purchase with the use of funds from its working capital.
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Item 4. Purpose of the Transaction.
Bond Purchase acquired the units at approximately the same time as Bond
Purchase and its affiliates entered into a settlement agreement with CGS Real
Estate Company, Inc. ("CGS") and its affiliates. Bond Purchase and its
affiliates, among others, gained control of the Company pursuant to the
settlement agreement. In connection with the settlement agreement, Bond Purchase
acquired all of the outstanding stock of Nooney Capital Corp., one of the two
general partners of the Partnership, and Bond appointed new officers and
directors for Nooney Capital Corp.
Item 5. Interest in the Securities of the Issuer.
(a) The aggregate number and percentage of the Securities to which this
Schedule 13D relates is 1482 limited partner units, representing 10.95% of the
13,529 outstanding units. Bond Purchase is the direct beneficial owner of these
units.
Because Mr. Johnson is the majority interest holder and a member of Bond
Purchase, Mr. Johnson may be deemed to be a beneficial owner of the 1482 units
held by Bond Purchase.
(b) Bond Purchase has the direct power to vote and direct the
disposition of the units held by it. By virtue of his being the majority
interest holder and a member of Bond Purchase, Mr. Johnson may be deemed to
share the indirect power to vote and direct the disposition of the units held by
Bond Purchase.
(c) During the past sixty (60) days, the following purchases were made
by Bond Purchase in connection with the settlement agreement referenced in Item
4 above:
Purchase Price
Securities Purchased Date (including commissions)
5 10-28-99 $249.00
20 11-16-99 $329.34
648 11-16-99 $329.34
155 11-19-99 $300.00
---
828
(d) No other person is known to have the right to receive or the power
to direct receipt of dividends from, or the proceeds from the sale of, the
Securities other than the Reporting Persons identified herein.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
Neither of the Reporting Persons has any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to the Securities, including, but not limited to, transfer or voting of any such
Securities, finder's fees, joint ventures, loans or option arrangements, puts or
calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
As indicated above, the Reporting Persons are affiliates of NCC, who is
the Company's general partner, and Maxus, who is the Company's management
company.
Item 7. Exhibits.
99.1 Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BOND PURCHASE, L.L.C., a Missouri limited liability company
By: /s/ David L. Johnson Date: December 9, 1999
Name: David L. Johnson
Title: Member
/s/ David L. Johnson Date: December 9, 1999
David L. Johnson
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EXHIBIT INDEX
99.1 Joint Filing Agreement
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EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, the persons named below hereby agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including any amendments thereto) with
respect to the limited partner units of Nooney Real Property-Four, L.P.
beneficially owned by each of them and further agree that this Joint Filing
Agreement be included as an exhibit to such joint filings. This Agreement may be
executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of the date set forth below.
BOND PURCHASE, L.L.C., a Missouri limited liability company
By: /s/ David L. Johnson Date: December 9, 1999
David L. Johnson
Member
/s/ David L. Johnson Date: December 9, 1999
David L. Johnson
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