SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
........................Nooney Income Fund Ltd., L.P............................
(Name of Registrant as Specified In Its Charter)
................................................................................
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
..................................................................
2) Aggregate number of securities to which transaction applies:
..................................................................
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:____________________________________________________________
868804.1
<PAGE>
NOONEY INCOME FUND LTD., L.P.
One Memorial Drive, Suite 1000
St. Louis, MO 63102-2124
(314) 206-4600
August 27, 1999
Re: Consent Solicitation for Nooney Income Fund Ltd., L.P.
(the "Partnership")
------------------------------------------------------
Dear Investor:
This letter is being sent to you on behalf of the Partnership by
Nooney Income Investments, Inc., its Managing General Partner.
We have become aware that you and other Limited Partners of the
Partnership may have received an unsolicited consent solicitation (the "Consent
Solicitation") from Bond G.P., L.L.C. ("Bond") seeking your approval of the
following proposals: (i) the removal of the Partnership's current general
partners; (ii) the election of Bond as the new general partner of the
Partnership; and (iii) the marketing of all of the properties owned by the
Partnership in contemplation of ultimately selling such properties and
liquidating the Partnership (the "Bond Proposals").
We urge you not to vote at all on the Bond Proposals for the reasons
set forth below:
o the Bond Proposals are not in the best interests
of the Limited Partners.
o the Consent Solicitation has not been conducted in
a manner permitted by the Partnership's Agreement
of Limited Partnership ("Partnership Agreement").
o by voting on the Bond Proposals, Limited Partners
may risk losing their limited liability status.
o Bond's affiliates are known for making so-called
"mini-tender" offers and acquiring limited
partnership interests at steep discounts to try to
turn a quick profit on their investment; while the
Bond Proposals may be in Bond's best interests,
they are not necessarily in your best interests.
The Managing General Partner intends to file a lawsuit asking the
court to rule that the Consent Solicitation violates the terms of your
Partnership Agreement.
867621.7
<PAGE>
In the meantime, we urge you to either vote against the Bond Proposals
or simply not vote at all (which has the same effect as voting no).
If you have already voted in favor of the Bond Proposals, you may
revoke your consent by sending a notice of revocation to Bond. For your
convenience, we will be happy to forward your revocation to Bond if you wish to
send it to us first. You will find complete instructions for revocation in
Appendix 1 to this letter.
1. Bond's Consent Solicitation Procedures are Improper.
In its Consent Solicitation, Bond attempts to rationalize the
procedures it has followed in seeking your consent. However, Bond admits that
"neither the Partnership Agreement nor state law specifically authorizes the
removal of general partners by a consent solicitation."
The Managing General Partner believes that Bond has deliberately
misread the Partnership Agreement in order to support its rationalization. The
Partnership Agreement clearly sets forth the procedure which must be followed in
connection with any solicitation of the Limited Partners. Bond has not complied
with such procedures.
Simply put, no Limited Partner may submit any matter to the vote of
the other Limited Partners unless at least 10% of the Limited Partners have
previously requested that such matter be submitted for a vote. Since Bond does
not own, either directly or indirectly through its affiliates, at least 10% of
the limited partnership interests of the Partnership, Bond is not authorized
under the Partnership Agreement to submit the Bond Proposals to the vote of the
Limited Partners. Accordingly, even if the Bond Proposals were to receive the
required majority vote, the Consent Solicitation lacks the power to effectuate
the Bond Proposals.
2. Your Limited Liability Status May Be Jeopardized.
The Partnership Agreement provides procedural protections which help
ensure that the limited liability status enjoyed by Limited Partners is not
inadvertently lost when they are asked to vote on Partnership matters. Even if,
as Bond points out in its Consent Solicitation, "it will not have any difficulty
satisfying" the requirements of this procedural protection after the vote, Bond
fails to advise you that it is required to obtain these protections before a
vote is taken and that if it is unable to, you may have already jeopardized your
limited liability status by having participated in a consent solicitation.
Simply put, the Partnership Agreement provides that prior to
exercising your right to vote on any matter, including your rights to remove the
current general partners and to replace them with a new general partner, a court
or legal opinion must conclude that the
867621.7
Page -2-
<PAGE>
exercise of such rights will not result in the loss of any Limited Partner's
limited liability or violate the State Uniform Limited Partnership Law.
Bond states that it intends to satisfy this condition after, and if,
you and the other Limited Partners have approved the Bond Proposals. However,
the Partnership Agreement clearly indicates that this condition must be
satisfied prior to any Limited Partner vote. Accordingly, since Bond has not
satisfied the conditions set forth in the Partnership Agreement, the Limited
Partners lack the power to remove the current general partners and replace them
with Bond even if the Bond Proposals receive the required vote of the Limited
Partners.
3. The Managing General Partner's Plan is Better for Limited Partners.
While the Bond Proposal to sell the property and liquidate the
Partnership may maximize the short-term return on Bond's investment in the
Partnership, it may not maximize your investment. The Managing General Partner
has been working on structuring a plan that will permit those Limited Partners
who need liquidity to sell their interests, while those who wish to maintain
their investment can seek to achieve appreciation on their investment.
Bond's Plan. Bond's express intent in pursuing the Consent
Solicitation is to appoint itself as general partner and then to sell the
remaining properties. Why? Because Bond hopes to realize a quick profit on its
investment in the Partnership.
In the past, Bond and its affiliates have frequently acquired equity
positions in limited partnerships or other entities pursuant to offers known as
"mini-tenders" (which are tender offers limited to less than 5% of the
outstanding units or shares of the entity in question). In connection with such
mini-tenders, the Bond affiliates have often been able to purchase the current
holder's securities for a price well below market value. Entities which engage
in mini-tenders, like the Bond affiliates, are able to purchase securities at
prices well below market value because their offers (as mini-tenders) do not
have to comply with many of the disclosure requirements established by the
Securities and Exchange Commission for the protection of investors, including
the requirement that they disclose the market price of such securities. As a
result, unsuspecting investors, assuming that all tender offers are above the
market price, fail to ascertain the market price for their securities and often
tender them for prices well below market price. Although we do not know for
certain how they acquired their Units, Bond states that its affiliates who are
limited partners in the Partnership (the "Bond Limited Partners") currently own
4.4% of the outstanding Units, which suggests that they acquired their interest
in the manner described above, potentially at a price well below market value.
867621.7
Page -3-
<PAGE>
Given the foregoing, the current sale of the Partnership's properties
and the ultimate liquidation of the Partnership may be profitable to the Bond
Limited Partners, but not to you and the other Limited Partners, due to the
reduced price at which the Bond Limited Partners are likely to have purchased
their interest in the Partnership. Thus, the economic interests of the Bond
Limited Partners may not be aligned with yours or those of the other Limited
Partners.
The Managing General Partner's Plan. You should be aware that the
Managing General Partner is presently exploring opportunities which the Managing
General Partner believes will result in higher values being paid to the Limited
Partners than if the Bond Proposals are implemented. More specifically, the
Managing General Partner is in the process of developing a plan pursuant to
which the properties owned by the Partnership would be combined with the
properties of other partnerships under the ownership of an entity whose shares
would be listed on a national exchange or national market system.
The Managing General Partner believes that the consummation of this
plan would create greater potential for increased distributions to you and the
other Limited Partners and for appreciation in the price of your equity
interests (as shareholders in the newly formed company) than there currently
exists. This growth potential would result from, among other things, (i) the
administrative and operational economies of scale and cost savings associated
with the combination of the Partnership with other partnerships engaging in
similar activities and (ii) the potential acquisition of additional properties.
Limited Partners (as shareholders in the newly formed company) would also enjoy
the benefits of a more liquid investment enabling them to (i) realize any
appreciation in the price of their equity interests (in the newly formed
company) or (ii) exit the investment vehicle for any other reason by selling
such interests in a liquid marketplace.
The Managing General Partner, if retained as a general partner of the
Partnership, anticipates that a more definitive description of the above plan
will be distributed to the Limited Partners prior to the end of this year.
Notwithstanding the foregoing, all Limited Partners should recognize that the
plan described above is in the preliminary stages and the Managing General
Partner can make no assurances that such plan will be consummated.
For your information, the Managing General Partner holds 11.111% of the 1%
general partnership interest in the Partnership; it does not own any limited
partnership interests.
867621.7
Page -4-
<PAGE>
Please do not hesitate to call us at (314) 206-4675 and ask for Ms.
Glenda White if you have any questions.
Sincerely,
NOONEY INCOME FUND LTD., L.P.
By: Nooney Income Investments, Inc., its
general partner
By:/s/ Gregory J. Nooney, Jr.
-------------------------------------
Gregory J. Nooney, Jr.
Vice Chairman of the Board of Directors
867621.7
Page -5-
<PAGE>
APPENDIX 1
----------
How To Revoke
-------------
The Partnership urges each Limited Partner to carefully consider the
information contained in the foregoing letter and to withhold voting on the Bond
Proposals. If you have already returned your consent form (and voted to approve
the Bond Proposals), and now wish to revoke your approval, you should follow the
following procedures which are the procedures set forth in Bond's Consent
Solicitation (even though we do not believe that this is the only method by
which a Limited Partner should be entitled to revoke):
o Prepare a written statement (the "Revocation Notice") which sets forth
the following information:
(1) your name, the number of units of limited partnership interest in
the Partnership which you own (the "Units") and that you are the
record holder of the Units or, if you are not the record holder of the
Units, your name, the capacity in which you represent the record
holder of the Units, the name of the record holder of the Units and
the number of Units such record holder owns;
(2) that you are revoking, either on your own behalf or on behalf of
the record holder of the Units, your original vote in favor of the
Bond Proposals;
(3) the name, if different from yours, of the person who executed the
original consent form approving the Bond Proposals; and
(4) that this revocation is intended to be effective with respect to
all of the Units you or the record holder which you represent owns.
o Sign the Revocation Notice exactly as your name appears on the
Partnership's records.
o Joint owners should each sign the Revocation Notice.
o Attorneys-in-fact, executors, administrators, trustees, guardians,
corporation officers or others acting in representative capacity for
the record holder of the Units should indicate the capacity in which
they sign and should give their full title, and submit appropriate
evidence of authority to execute the Revocation Notice.
867621.7
Page -6-
<PAGE>
o All Revocation Notices should be mailed as soon as possible either
directly to Bond or to us, in which event we will forward them to
Bond:
If to Bond: Bond G.P., L.L.C.
1100 Main - Suite 2100
Kansas City, Missouri 64105
If to the Partnership: Nooney Income Fund Ltd., L.P.
One Memorial Drive
Suite 1000
St. Louis Missouri 63102
867621.7
Page -7-
<PAGE>
