SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
Nooney Income Fund Ltd. L.P.
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
Not Applicable
(CUSIP Number)
Eggert Dagbjartsson
c/o Equity Resources Group, Incorporated, 14 Story Street,
Cambridge, Massachusetts 02138 (617) 876-4800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 26, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing 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.
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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
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).
(Continued on following page(s))
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1. NAMES AND IDENTIFICATION NO. OF REPORTING PERSONS:
Equity Resources Group, Incorporated I.R.S.# 04-2723870
Equity Resource Brattle Fund Limited Partnership I.R.S.#04-3280004
Equity Resource Bridge Fund Limited Partnership I.R.S.#04-3392599
Equity Resource Boston Fund Limited Partnership I.R.S.#04-3430288
Equity Resource Fund XV Limited Partnership I.R.S.# 04-3182947
Equity Resource Fund XIX Limited Partnership I.R.S.# 04-3315135
James E. Brooks
Mark S. Thompson
Eggert Dagbjartsson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [x]
(B) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC $127,260.00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Equity Resources Group, Incorporated is a Massachusetts corporation.
Equity Resource Brattle Fund Limited Partnership is a Massachusetts limited partnership.
Equity Resource Boston Fund Limited Partnership is a Massachusetts limited partnership.
Equity Resource Bridge Fund Limited Partnership is a Massachusetts limited partnership.
Equity Resource Fund XV Limited Partnership is a Massachusetts limited partnership.
Equity Resource Fund XIX Limited Partnership is a Massachusetts limited partnership.
James E. Brooks is a United States citizen.
Mark S. Thompson is a United States citizen.
Eggert Dagbjartsson is a United States citizen.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
None.
8. SHARED VOTING POWER
25 Units are held by Equity Resource Brattle Fund Limited Partnership, a
Massachusetts limited partnership, of which James E. Brooks, Eggert
Dagbjartsson and Mark S. Thompson are the general partners (the "Brattle
Fund General Partners"). Voting power with respect to such Units is shared
by the Brattle Fund General Partners as reporting persons in their
capacities as general partners of such limited partnership.
242 Units are held by Equity Resource Boston Fund Limited Partnership, a
Massachusetts limited partnership, of which Eggert Dagbjartsson and Mark
S. Thompson are the general partners (the "Boston Fund General Partners").
Voting power with respect to such Units is shared by the Boston Fund
General Partners as reporting persons in their capacities as general
partners of such limited partnership.
108 Units are held by Equity Resource Bridge Fund Limited Partnership, a
Massachusetts limited partnership, of which Eggert Dagbjartsson and Mark
S. Thompson are the general partners (the "Bridge Fund General Partners").
Voting power with respect to such Units is shared by the Bridge Fund
General Partners as reporting persons in their capacities as general
partners of such limited partnership.
50 Units are held by Equity Resource Fund XV Limited Partnership, a
Massachusetts limited partnership, of which Equity Resources Group,
Incorporated and Mark S. Thompson are the general partners (the "Fund XV
General Partners"). Voting power with respect to such Units is shared by
the Fund XV General Partners as reporting persons in their capacities as
general partners of such limited partnership.
691 Units are held by Equity Resource Fund XIX Limited Partnership, a
Massachusetts limited partnership, of which Equity Resources Group,
Incorporated and Eggert Dagbjartsson are the general partners (the "Fund
XIX General Partners"). Voting power with respect to such Units is shared
by the Fund XIX General Partners as reporting persons in their capacities
as general partners of such limited partnership.
See Item 2 below for other required information.
9. SOLE DISPOSITIVE POWER
None.
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10. SHARED DISPOSITIVE POWER
25 Units are held by Equity Resource Brattle Fund Limited Partnership, a
Massachusetts limited partnership. Dispositive power with respect to such
Units is shared by the Brattle Fund General Partners as reporting persons
in their capacities as general partners of such limited partnership.
242 Units are held by Equity Resource Boston Fund Limited Partnership, a
Massachusetts limited partnership. Dispositive power with respect to such
Units is shared by the Boston Fund General Partners as reporting persons
in their capacities as general partners of such limited partnership.
108 Units are held by Equity Resource Bridge Fund Limited Partnership, a
Massachusetts limited partnership. Dispositive power with respect to such
Units is shared by the Bridge Fund General Partners as reporting persons
in their capacities as general partners of such limited partnership.
50 Units are held by Equity Resource Fund XV Limited Partnership, a
Massachusetts limited partnership. Dispositive power with respect to such
Units is shared by the Fund XV General Partners as reporting persons in
their capacities as general partners of such limited partnership.
691 Units are held by Equity Resource Fund XIX Limited Partnership, a
Massachusetts limited partnership. Dispositive power with respect to such
Units is shared by the Fund XIX General Partners as reporting persons in
their capacities as general partners of such limited partnership.
See Item 2 below for other required information.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25 Units are held by Equity Resource Brattle Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons James E.
Brooks, Eggert Dagbjartsson and Mark S. Thompson are the general partners.
242 Units are held by Equity Resource Boston Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Eggert
Dagbjartsson and Mark S. Thompson are the general partners.
108 Units are held by Equity Resource Bridge Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Eggert
Dagbjartsson and Mark S. Thompson are the general partners.
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50 Units are held by Equity Resource Fund XV Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Equity
Resources Group, Incorporated and Mark S. Thompson are the general
partners.
691 Units are held by XIX Limited Partnership, a Massachusetts limited
partnership, of which the reporting persons Equity Resources Group,
Incorporated and Eggert Dabjartsson are the general partners.
See Item 2 below for other required information.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(SE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2% are held by Equity Resource Brattle Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons James E.
Brooks, Eggert Dagbjartsson and Mark S. Thompson are the general partners.
1.6% are held by Equity Resource Boston Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Eggert
Dagbjartsson and Mark S. Thompson are the general partners.
.7% are held by Equity Resource Bridge Fund Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Eggert
Dagbjartsson and Mark S. Thompson are the general partners.
.3% are held by Equity Resource Fund XV Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Equity
Resources Group, Incorporated and Mark S. Thompson are the general
partners.
4.6% are held by Equity Resource Fund XIX Limited Partnership, a
Massachusetts limited partnership, of which the reporting persons Equity
Resources Group, Incorporated and Eggert Dagbjartsson are the general
partners.
See Item 2 below for other required information.
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Equity Resources Group, Incorporated CO
Equity Resource Brattle Fund Limited Partnership PN
Equity Resource Boston Fund Limited Partnership PN
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Equity Resource Bridge Fund Limited Partnership PN
Equity Resource Fund XV Limited Partnership PN
Equity Resource Fund XIX Limited Partnership PN
James E. Brooks IN
Mark S. Thompson IN
Eggert Dagbjartsson IN
Item 1. Security and Issuer
This statement relates to certain limited partnership units (the "Units")
of Nooney Income Fund Ltd. L.P., a Missouri limited partnership with its
principal executive office at 500 North Broadway, St. Louis, MO 63102.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are Equity Resource
Brattle Fund Limited Partnership, Equity Resource Boston Fund Limited
Partnership, Equity Resource Bridge Fund Limited Partnership, Equity Resource
Fund XV Limited Partnership, Equity Resource Fund XIX Limited Partnership (the
"Limited Partnerships"), Equity Resources Group, Incorporated, a Massachusetts
corporation, James E. Brooks, Mark S. Thompson, and Eggert Dagbjartsson
(collectively, the "Reporting Persons"). James E. Brooks, Eggert Dagbjartsson
and Mark S. Thompson are the general partners of Equity Resource Brattle Fund
Limited Partnership. Eggert Dagbjartsson and Mark S. Thompson are the general
partners of Equity Resource Boston Fund Limited Partnership and Equity Resource
Bridge Fund Limited Partnership. Equity Resources Group, Incorporated and Mark
S. Thompson are the general partners of Equity Resource Fund XV Limited
Partnership. Equity Resources Group, Incorporated and Eggert Dagbjartsson are
the general partners of Equity Resource Fund XIX Limited Partnership. This
statement on Schedule 13D is filed on behalf of all such reporting persons. The
executive officers and directors of Equity Resources Group, Incorporated are
James E. Brooks, Chairman of the Board of Directors and Director, Mark S.
Thompson, President and Director, and Eggert Dagbjartsson, Executive Vice
President and Director.
(b) The business address of each of Equity Resource Brattle Fund limited
partnership, Equity Resource Boston Fund Limited Partnership, Equity Resource
Bridge Fund Limited Partnership, Equity Resource Fund XV Limited Partnership,
Equity Resource Fund XIX Limited Partnership, Equity Resources Group,
Incorporated, James E. Brooks, Eggert Dagbjartsson and Mark S. Thompson is 14
Story Street, Cambridge, Massachusetts 02138.
(c) Each of the Limited Partnerships is a Massachusetts limited
partnership formed to acquire and hold interests in other limited partnerships
involved in all facets of the real estate business as long-term investments
with a view to long-term appreciation and not to resale. Mr. Brooks' principal
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occupation is Chairman of the Board of Directors of Equity Resources Group,
Incorporated. Mr. Thompson's principal occupation is President of Equity
Resources Group, Incorporated. Mr. Dagbjartsson's principal occupation is
Executive Vice President of Equity Resources Group, Incorporated.
(d) During the past five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, none of the Reporting Persons has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was 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.
(f) Each of the Limited Partnerships is a Massachusetts limited
partnership. Mark S. Thompson, James E. Brooks, and Eggert Dagbjartsson are
citizens of the United States. Equity Resources Group, Incorporated is a
Massachusetts corporation.
Item 3. Source and Amount of Funds or Other Consideration.
Equity Resource Brattle Fund Limited Partnership, Equity Resource Boston
Fund Limited Partnership, Equity Resource Bridge Fund Limited Partnership,
Equity Resource Fund XV Limited Partnership, and Equity Resource Fund XIX
Limited Partnership purchased the Units hereby reported for an aggregate of
$127,260.00 cash. The source of such funds was the working capital of these
respective limited partnerships.
Item 4. Purpose of Transaction.
Equity Resource Brattle Fund Limited Partnership, Equity Resource Boston
Fund Limited Partnership, Equity Resource Bridge Fund Limited Partnership,
Equity Resource Fund XV Limited Partnership, and Equity Resource Fund XIX
Limited Partnership acquired the Units for investment purposes and none of such
limited partnerships, or any of the reporting persons, has any present plans or
proposals that relate to or would result in any of the actions described in
Item 4(a)-(j) of the instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Equity Resources Group, Incorporated, James E. Brooks, Mark S.
Thompson and Eggert Dagbjartsson, in their capacities as general partners of
each of Equity Resource Brattle Fund Limited Partnership, Equity Resource
Boston Fund Limited Partnership, Equity Resource Bridge Fund Limited
Partnership, Equity Resource Fund XV Limited Partnership, and Equity Resource
Fund XIX Limited Partnership, beneficially own an aggregate of 1,116 Units,
representing 7.35% of the Units presently outstanding (the percentages reported
in Item 13 do not cumulate to 7.35% because of rounding done pursuant to the
instructions to Schedule 13D).
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(b) Equity Resources Group, Incorporated, James E. Brooks, Mark S.
Thompson and Eggert Dagbjartsson, in their capacities as general partners of
each of Equity Resource Brattle Fund Limited Partnership, Equity Resource
Boston Fund Limited Partnership, Equity Resource Bridge Fund Limited
Partnership, Equity Resource Fund XV Limited Partnership, and Equity Resource
Fund XIX Limited Partnership, share the power to vote or direct the vote and to
dispose of or direct the disposition of all of the 1,116 Units referred to in
Item 5(a). See Item 2 above for other required information.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of
the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 Agreement dated as of July 5, 1999, between each of the
Reporting Persons with respect to the filing of this statement o
Schedule 13D.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement
is true, complete, and correct.
July 5, 1999 July 5, 1999
(Date) (Date)
EQUITY RESOURCES GROUP,
INCORPORATED
By: /s/ Eggert Dagbjartsson /s/ James E. Brooks
----------------------------- -----------------------------
Eggert Dagbjartsson James E. Brooks, individually
Executive Vice President
/s/ Eggert Dagbjartsson
EQUITY RESOURCE BRATTLE FUND -----------------------------
LIMITED PARTNERSHIP Eggert Dagbjartsson, individually
By: /s/ Eggert Dagbjartsson
----------------------------- /s/ Mark S. Thompson
Eggert Dagbjartsson, as general partner -----------------------------
Mark S. Thompson, individually
EQUITY RESOURCE BRIDGE FUND
LIMITED PARTNERSHIP
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson, as general partner
EQUITY RESOURCE BOSTON FUND
LIMITED PARTNERSHIP
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson, as general partner
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EQUITY RESOURCE FUND XV LIMITED
PARTNERSHIP
By: EQUITY RESOURCES GROUP,
INCORPORATED, as general partner
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson
Executive Vice President
EQUITY RESOURCE FUND XIX LIMITED
PARTNERSHIP
By: EQUITY RESOURCES GROUP,
INCORPORATED, as general partner
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson
Executive Vice President
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EXHIBIT 7.1
AGREEMENT
This Agreement, dated as of July 5, 1999, is by and among Equity Resources
Group, Incorporated, a Massachusetts corporation, James E. Brooks, Mark S.
Thompson, Eggert Dagbjartsson, each an individual, and each of the Limited
Partnerships listed on the signature pages hereto (the "Limited Partnerships").
Each of the Limited Partnerships may be required to file with the United
States Securities and Exchange Commission a statement on Schedule 13D with
respect to an aggregate of 1,116 units (the "Units") of limited partnership
interest in Nooney Income Fund Ltd. L.P., a Missouri limited partnership, held
by Equity Resource Brattle Fund Limited Partnership, Equity Resource Boston
Fund Limited Partnership, Equity Resource Bridge Fund Limited Partnership,
Equity Resource Fund XV Limited Partnership, and Equity Resource Fund XIX
Limited Partnership. Equity Resources Group, Incorporated, James E. Brooks,
Mark S. Thompson and Eggert Dagbjartsson may be required to file by reason of
their being the general partners of each of Equity Resource Brattle Fund
Limited Partnership, Equity Resource Boston Fund Limited Partnership, Equity
Resource Bridge Fund Limited Partnership, Equity Resource Fund XV Limited
Partnership, and Equity Resource Fund XIX Limited Partnership, as the case may
be.
Pursuant to Rule 13(d)(1) promulgated under the Securities Exchange Act of
1934, as amended, the parties hereby agree to file a single statement on
Schedule 13D on behalf of each of the parties, and hereby further agree to file
this Agreement as an exhibit to such statement, as required by such rule.
Executed and delivered as of the date first above written.
EQUITY RESOURCES GROUP,
INCORPORATED
By: /s/ Eggert Dagbjartsson /s/ James E. Brooks
----------------------------- -----------------------------
Eggert Dagbjartsson James E. Brooks, Individually
Executive Vice President
/s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson, individually
/s/ Mark S. Thompson
-----------------------------
Mark S. Thompson, individually
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EQUITY RESOURCE BRATTLE FUND
LIMITED PARTNERSHIP
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson, as general partner
EQUITY RESOURCE BOSTON FUND
LIMITED PARTNERSHIP
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson, as general partner
EQUITY RESOURCE BRIDGE FUND
LIMITED PARTNERSHIP
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson, as general partner
EQUITY RESOURCE FUND XV LIMITED
PARTNERSHIP
By: EQUITY RESOURCES GROUP,
INCORPORATED, as general partner
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson
Executive Vice President
EQUITY RESOURCE FUND XIX LIMITED
PARTNERSHIP
By: EQUITY RESOURCES GROUP,
INCORPORATED, as general partner
By: /s/ Eggert Dagbjartsson
-----------------------------
Eggert Dagbjartsson
Executive Vice President
