UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 9, 1999
NOONEY REAL PROPERTY-FOUR, L.P.
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 00-11023 48-1250566
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1100 Main, Suite 2100, Kansas City, MO 64105
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (816) 421-4670
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Item 1. Changes in Control of Registrant.
On November 9, 1999, S-P Properties, Inc., a wholly-owned subsidiary of CGS
Real Estate Company, Inc. ("CGS") sold all of the outstanding stock of Nooney
Capital Corp., one of the two general partners of the Partnership ("NCC"), to
Bond Purchase, L.L.C. for $177,000 cash. Bond Purchase purchased the stock with
funds from its working capital.
The sale was part of a larger agreement entered into by CGS and its
affiliates with Bond Purchase and certain affiliates, pursuant to which Bond
Purchase and CGS agreed (i) to stipulate to the dismissal of certain lawsuits
among the parties, (ii) to settle certain disputes between CGS and Bond Purchase
and (iii) to transfer stock and/or partnership interests in various private and
publicly-traded entities currently controlled by CGS.
In connection with the sale, each of the members of the Board of Directors
and each of the officers of NCC resigned, effective as of the closing under the
settlement agreement. David L. Johnson, Daniel W. Pishny, and John W. Alvey were
appointed as the members of the Board of Directors.
Effective November 9, 1999, the new members of the Board of Directors elected
the following officers: David L. Johnson, Chairman and Executive Vice President;
Daniel W. Pishny, President; and John W. Alvey, Vice-President, Secretary and
Treasurer.
Nooney, Inc. also terminated its management agreement with the Partnership
effective as of November 9, 1999. The Partnership has entered into a property
management agreement with Maxus Properties, Inc., a Missouri corporation that is
an affiliate of Bond Purchase ("Maxus").
Bond Purchase and the newly appointed officers and directors of NCC now
beneficially own 654 limited partnership units of the Partnership, representing
4.8% of the issued and outstanding limited partnership units.
Bond Purchase is a Missouri limited liability company that currently holds
interests in real estate limited partnerships for investment purposes. David L.
Johnson is a member of, and owns a majority of the outstanding equity interests
in, Bond Purchase.
David L. Johnson is chairman, chief executive officer, and majority
shareholder of Maxus Properties, Inc., a Missouri corporation ("Maxus") that
specializes in commercial property management for affiliated owners. Mr. Johnson
is also a vice president of
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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. Mr. Johnson
and his wife own all of the issued and outstanding stock of KelCor. As indicated
above, Mr. Johnson is also a member of, and majority owner of the outstanding
interests in Bond Purchase.
Daniel W. Pishny is president, chief operating officer and a minority
shareholder of Maxus and is responsible for the day-to-day operations of Maxus
and its managed properties.
John W. Alvey is executive vice president, chief financial officer and a
minority shareholder of Maxus. Mr. Alvey is responsible for the day-to-day
accounting functions, risk management and taxes for Maxus and its managed
properties.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Nooney Capital Corp., General Partner
Date: November 9, 1999 By: /s/ Daniel W. Pishny
Daniel W. Pishny, President
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