SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) Securities
Exchange Act of 1934
Filed by the Registrant |_|
Filed by a party other than the Registrant |X|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NOONEY INCOME FUND LTD., L.P.
(Name of Registrant as Specified in Its Charter)
BOND G.P., L.L.C.
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
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(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:
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Bond G.P., L.L.C.
1100 Main - Suite 2100
Kansas City, Missouri 64105
To The Limited Partners:
Enclosed is a Solicitation of Consents seeking the approval by written
consent (the "Consents") of the limited partners (the "Limited Partners") of
Nooney Income Fund Ltd., L.P., a Missouri limited partnership (the
"Partnership"), to remove the current general partners and to elect Bond G.P.,
L.L.C., a Missouri limited liability company ("Bond G.P.") as the new general
partner of the Partnership, and to approve the marketing to third parties of
the Partnership assets.
Bond G.P. is an affiliate of Bond Purchase, L.L.C. a limited partner of
the Partnership. The goal of Bond G.P. in soliciting the Consents is to elect
Bond G.P. as the new general partner of the Partnership so that Bond G.P. 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.
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, Bond
G.P. believes the Partnership should be actively seeking opportunities to sell
the properties to third parties now in order to maximize the potential cash
returns to the Limited Partners on their original investment.
The current general partners have not previously pursued sales of the
properties. Bond G.P. believes that the best way to be sure of a prompt sale of
the properties at the best price is to remove the current general partners and
elect Bond G.P. 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 Bond G.P. at (816)
421-4670.
Very Truly Yours,
Bond G.P., L.L.C.
<PAGE>
SOLICITATION OF CONSENTS
of
LIMITED PARTNERS
of
Nooney Income Fund Ltd., L.P.
by
Bond G.P., L.L.C.
a Missouri limited liability company
May __, 1999
CONSENT SOLICITATION STATEMENT
Bond G.P., L.L.C. a Missouri limited liability company ("Bond G.P."),
is an affiliate of Bond Purchase, L.L.C., a limited partner of the Partnership.
Bond G.P. is seeking the approval by written consent (the "Consents") of the
limited partners (the "Limited Partners") of Nooney Income Fund Ltd., L.P., a
Missouri limited partnership (the "Partnership"), to remove the current general
partners and to elect Bond G.P. as the new general partner of the Partnership,
and to approve the marketing of the Partnership assets.
This Consent Solicitation Statement and the accompanying form of
Consent of Limited Partners are first being mailed to Limited Partners on or
about May __, 1999.
In reviewing this Consent Solicitation Statement please consider the
following:
o The Partnership has held its two remaining real estate
properties (the "Properties") for over 14 years; although the
Partnership was originally anticipating to sell or refinance
its properties within 5 to 10 years after their acquisition.
Bond G.P. believes that the current general partners are not
actively seeking opportunities to sell the Properties.
o If Bond G.P. is successful in replacing the current general
partners, Bond G.P. expects to market the properties.
o If Bond G.P. is appointed as the new general partner, it or
its affiliates would generally be entitled to the same fees as
previously paid to the current general partner, although Bond
G.P. intends to contract with an independent third party to
market 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%.
o No consents are being solicited hereby to approve any sales
transaction by the Partnership. Bond G.P. has not identified
or contacted any potential
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buyers for any of the Properties. The Limited Partners will
be asked at a later date to consent to any agreement Bond G.P.
obtains to sell the Properties.
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 current general partners management
subsidiary has received $111,606 in management fees for the
year ended December 31, 1998. The current general partners
will continue to collect management fees until they sell the
Properties, and therefore have a financial incentive not to
sell the Properties. Bond G.P., 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.
There are other investment considerations which should be weighed in
replacing the current general partner with Bond G.P.. 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 Bond G.P. as the new
general partner, requires the consent of the record holders of a majority of the
units of interest ("Units") of the Limited Partners (the "Required Consents").
If Bond G.P. 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 November 7, 1983, as amended (the "Partnership Agreement").
THIS SOLICITATION IS BEING MADE BY BOND G.P. AND NOT ON BEHALF OF THE
PARTNERSHIP. CONSENTS SHOULD BE DELIVERED TO BOND G.P. 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
IME ON JULY ___, 1999, UNLESS EXTENDED.
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INFORMATION CONCERNING BOND G.P.
Bond G.P. is a Missouri limited liability company that was formed in
1999 for the purpose of seeking to become the general partner of the Partnership
and possibly other real estate limited partnerships. The sole Manager of Bond
G.P. is Bond Purchase, L.L.C. ("Bond Purchase"), a Missouri limited liability
company which manages all of the business affairs of Bond G.P. Bond Purchase
holds interests in the Partnership and other real estate limited partnerships
for investment purposes. The principal office of Bond Purchase, L.L.C. is 1100
Main - Suite 2100, Kansas City, MO 64105; telephone (816) 421-4670.
The management of Bond Purchase L.L.C. 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 Bond Purchase, L.L.C.
that serve as the management of Bond G.P.
David L. Johnson. Mr. Johnson, age 43, is Chairman, Chief Executive
Officer, and majority shareholder of Maxus Properties, Inc. Mr. Johnson is also
currently Vice President of 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. In addition, KelCor acts as a general partner in approximately ten
real estate limited partnerships. Mr. Johnson and his wife own all of the issued
and outstanding stock of KelCor and 80 percent of the issued and outstanding
stock of MJS. Mr. Johnson is also a member of, and majority owner of the
outstanding interests in Bond Purchase. Mr. Johnson is a 1978 graduate of the
University of Missouri-Columbia. Upon graduation, Mr. Johnson joined the
international accounting firm of Arthur Andersen & Co., where he was promoted to
Tax Manager in 1982. At Arthur Andersen, Mr. Johnson specialized in structuring
real estate transactions for clients. In 1988, Mr. Johnson left Arthur Andersen
to pursue a career in the development, syndication and management of commercial
and multi-family real estate projects. Mr. Johnson is a licensed real estate
broker and a certified public accountant in the State of Missouri. As of the
date of this Proxy Statement, Mr. Johnson owns 10 Limited Partner Units and is a
beneficial owner of 656 Limited Partner Units owned by Bond Purchase. Bond G.P.
and Bond Purchase are affiliated because Johnson has either a direct or indirect
majority ownership interest in both entities.
Daniel W. Pishny. Mr. Pishny, age 36, is President, Chief Operating
Officer and a minority shareholder of Maxus Properties, Inc. Mr. Pishny
graduated with highest distinction from the University of Kansas in 1984 where
he obtained a degree in business administration. After graduating, he joined the
Kansas City office of KPMG Peat Marwick, an international
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accounting firm. At KPMG Peat Marwick, Mr. Pishny was promoted to Audit Manager,
specializing in the auditing of financial institutions. From 1990 to 1995, Mr.
Pishny worked in the commercial real estate lending departments of two major
Kansas City financial institutions. Mr. Pishny joined Maxus in 1995 and is
responsible for the day-to-day operations of Maxus and its managed properties.
John W. Alvey. Mr. Alvey, age 40, is Executive Vice President, Chief
Financial Officer and a minority shareholder of Maxus Properties, Inc., and
President of KelCor, Inc. Mr. Alvey holds a degree from Rockhurst College and
a Masters of Accountancy from Kansas State University. In 1982, Mr. Alvey
joined Arthur Andersen & Co., where he was promoted to Tax Manager working
primarily on real estate matters for individual clients. Mr. Alvey joined Maxus
in 1988 after spending one year working with a Kansas City-area real estate
company. Mr. Alvey became President of KelCor, Inc. in 1992. Mr. Alvey is
responsible for the day-to-day accounting functions, risk management and taxes
for Maxus and its managed properties.
Christine A. Robinson. Ms. Robinson, age 32, is currently Vice
President and a minority shareholder of Maxus. Ms. Robinson has served as Vice
President of Maxus since September, 1997. Prior to September 1997, Ms.
Robinson served as Sales/Marketing/Financial Analyst for American Italian Pasta
Company, a retail pasta manufacturing and sales company, and also worked as an
independent contractor for American Management Association, a company that
provides management, finance and inventory seminars. Ms. Robinson graduated
Magna Cum Laude from Kansas State University in 1990 where she received a degree
in accounting.
Amy Kennedy. Controller. Ms. Kennedy, age 31, obtained a Bachelors
degree from the University of Kansas in 1991. Ms. Kennedy worked as an
accountant for School Services and Leasing, a national sales and leasing firm,
prior to joining Maxus in 1992 and is also a minority shareholder of Maxus.
Ms. Kennedy is responsible for general accounting functions and monthly
financial statements for all Maxus managed properties.
Robert Thomson. Attorney. Mr. Thomson, age 51, is a practicing attorney
in Kansas City, Missouri, where he has been so engaged since graduation in 1972
from the University of Missouri at Kansas City School of Law (Order of Bench and
Robe; Class Ranking - First). From 1972-73 he was Law Clerk to the Honorable
Elmo B. Hunter, United States District Court, Western District of Missouri.
Mr. Thomson was with the Kansas City, Missouri office of the law firm
Linde Thomson Langworthy Kohn & Van Dyke, P.C. from 1973 to 1990, with a
practice emphasizing business, corporate and securities law. He has been a
lecturer on securities
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law and a frequent speaker in that area at various seminars and meetings,
including the Missouri Society of Certified Public Accountants Tax Shelter
Workshop, Syndications Conference for the Missouri Society of Certified Public
Accountants, Annual Syndication Conference, Missouri Society of Certified Public
Accountants (St. Louis, Missouri), Structuring and Evaluating Tax Shelters after
ERTA, Tax Shelters, Real Estate and Oil and Gas, and moderator of Current
Developments in Securities, Tax and Corporate Law for the University of Missouri
at Kansas City and Kansas City Bar Association.
Additionally, Mr. Thomson authored the 1999 Employment Agreement
sections of the Missouri Corporate and Partnership Forms Handbook, was editor
and contributor of the UMKC-CLE publication "Understanding Tax Shelters" and has
participated at various breakfast and luncheon presentations before realtors,
title companies and continuing legal education programs. Mr. Thomson has served
on the Sub-Committee on Real Estate Programs, Regulation of Securities Committee
of the ABA Section on Corporate, Banking and Business Law, and is currently a
member of the Kansas City Bar Association, the Missouri Bar and the American Bar
Association.
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 December 31, 1998 (the "Form 10-K"). Although
Bond G.P. has no information that any statements contained in this section are
untrue, Bond G.P. 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 November 7, 1983, to invest, on an all cash
basis, in income-producing real properties such as shopping centers, office
buildings, and office/warehouses. The original general partners were Gregory J.
Nooney, Jr., G. J. Nooney, John J. Nooney, James J. Finn, James J. O'Connor III,
Douglass H. Wilton, Gregory J. Nooney III, Nooney, Ltd. and Nooney Income
Investment, Inc. The current General Partners are Nooney Income Investments,
Inc. and John J. Nooney as a Special General Partner.
On November 6, 1997, Nooney Company sold its 75% interest in Nooney
Income Investments, Inc., the corporate general partner of the Registrant to S-P
Properties, Inc., a California corporation, which in turn is a wholly-owned
subsidiary of CGS Real Estate Company, Inc., a Texas corporation.
Simultaneously, Gregory J. Nooney, Jr., an
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individual general partner and PAN, Inc., a corporate general partner, sold
their economic interests to S-P Properties, Inc. and resigned as general
partners.
Following the sale, control of the Registrant now rests with CGS Real
Estate Company, Inc. CGS Real Estate Company, Inc. is owned 50% each by John N.
Galardi, Chairman of the Board, and William J. Carden, President. Mr. Galardi is
founder of the Galardi Group which controls and manages over 500 fast food
restaurants. Mr. Carden founded CGS Real Estate Company, Inc. in 1990 and has
been active in commercial real estate for over 25 years. CGS, through its
wholly-owned subsidiaries, manages over 25 million square feet for third party
owners, its own account and several public partnership programs where the
company acts as general partner.
The purchase described above was part of a larger transaction whereby
CGS Real Estate Company, Inc. purchased (a) the entire real estate management
business operated by Nooney Company through its wholly-owned subsidiary, Nooney
Krombach Co., (b) all controlling interests in corporate general partners for
all public partnerships, namely Nooney Real Property Investors-Two, L.P., Nooney
Real Property Investors-Four, L.P., Nooney Income Fund Ltd., L.P., and Nooney
Income Fund Ltd., II, L.P., (c} all investment real estate owned by Nooney
Company through other wholly-owned subsidiaries, and (d) the controlling
interest in a private partnership which acts as an external advisor to Nooney
Realty Trust, a publicly held real estate investment trust traded on the NASDAQ
exchange.
The consideration for the purchase of all corporate general partner
interests owned by Nooney Company was $92,000 cash. The consideration for
purchase of Gregory J. Nooney, Jr.'s and PAN, Inc.'s general partner interests
in the four public partnerships and Nooney Advisors Ltd., L.P. was $243,186.43,
paid by assumption of a note payable held by an unrelated individual.
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 1998, affiliates of the Former General
Partners received substantial property management and other fees.
Partnership Properties
The Partnership originally invested in three real property investments.
The Yankee Square IV property was sold in 1991. The two remaining Properties,
"Oak Grove Commons" and "Leawood Fountain Plaza", are described below.
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On January 24, 1984, the Registrant purchased Oak Grove Commons, an
office/warehouse complex located on Brook Drive in the city of Downers Grove,
Illinois, a suburb of Chicago. The purchase price of the complex was $5,218,969.
Oak Grove Commons consists of three adjoining single-story buildings constructed
of brick veneer with concrete block backing which contain a total of
approximately 137,000 net rentable square feet and are located on a 7.6 acre
site which provides paved parking for 303 cars. The complex, which is 40% office
space and 60% bulk warehouse, was 95% leased by 27 tenants at December 31, 1998.
On February 20, 1985, the Registrant acquired a 76% interest as a tenant
in common in Leawood Fountain Plaza, a three building office complex in Leawood,
Kansas. Constructed in two phases in 1982 and 1983, the buildings contain
approximately 30,000, 29,000 and 26,000 net rentable square feet, respectively,
or an aggregate of approximately 85,000 net rentable square feet of office
space. Paved parking is provided for 403 cars. The purchase price of the complex
was $9,626,576, of which $7,316,197 was paid by the Registrant for its 76%
interest. The remaining 24% interest was purchased by Nooney Income Fund, Ltd.
II, L.P., an affiliate of the Registrant, as the other tenant in common. All
costs and revenues attributable to the operation of the complex are shared by
the Registrant and Nooney Income Fund Ltd. II, L.P., in proportion to their
respective percentage interests. The complex was 97% leased by 41 tenants at
December 31, 1998.
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.
It has been more than 14 years since the Partnership commenced
operations. The original investment expectations have not been met.
Outstanding Units
According to the Partnership's Form 10-K, there were 13,200 Units issued
and outstanding at December 31, 1998, held by 1,211 holders of record. A Limited
Partner is entitled to one vote for each Unit owned by such Limited Partner.
Bond G.P.'s affiliates own 666 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 owns any Units.
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:
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(1) the removal of the current general partners, Nooney Income
Investments Inc. and special General Partner, John J. Nooney, as the general
partners of the Partnership and the simultaneous election of Bond G.P. as the
new general partner of the Partnership; and,
(2) approve marketing of the sale of the Partnership's properties.
Bond G.P. believes that the Proposal is in the interest of all Limited
Partners and strongly encourages all Limited Partners to approve the 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, Bond
G.P. believes the Partnership should be actively seeking opportunities to sell
the Properties to third parties now in order to maximize the potential cash
returns to the Limited Partners on their original investment.
The current 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 current
managing general partner's management subsidiary has received $11,606 in
management fees for the twelve months ended December 31, 1998. Bond G.P. intends
to contract with an independent third party to market 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 current 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. Bond G.P., however, has an affiliate that
owns a significant number of Units, and therefore has a strong incentive to
ensure the prompt sale of the Properties at a favorable price.
Bond G.P. believes that removing the current general partners and
electing Bond G.P. 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. Bond G.P. believes that the best way to be sure of
a prompt marketing of the properties at the best price is to remove the current
general partners and elect Bond G.P. as the new general partner.
No consents are currently being solicited to approve any sales
transaction by the Partnership. Bond G.P. has not identified nor contacted any
potential buyers for any of the Properties. If Bond G.P. 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 24 months,
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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.
Admission of New General Partner
Upon satisfaction of the conditions of succession by Bond G.P. as the
new general partner, the current general partners shall be removed as general
partner and Bond G.P. 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 partner 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. Bond G.P., as the
new general partner, will be entitled to a 1% interest in all profits, losses
and distributions of the Partnership.
Bond G.P. has indicated its desire to become the new general partner
and, other than a subsequent material adverse change in the Partnership, Bond
G.P. 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. A condition to succession is the delivery of a legal opinion
required by the Partnership Agreement. Bond G.P. believes such condition can be
satisfied within ten days of receiving the Required Consents. Bond G.P. 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 Bond G.P. is
unable to satisfy or obtain a waiver of the conditions of succession by Bond
G.P. 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 Bond G.P. is appointed as the new general partner, it will examine
any existing agreements between the Partnership and any affiliates of the
current general partner and expects to terminate some or all of those
agreements. Bond G.P. would be entitled to cause the Partnership to engage in
transactions with its affiliates, however, Bond G.P. intends to contract with an
independent third party to market 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 PARTNER
Distribution and Expiration Date of Solicitation
This Consent Solicitation Statement and the related Consent are first
being mailed to Limited Partners on or about June ___, 1999. Limited Partners
who are record owners of Units as of May ___, 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 Bond G.P. 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) July
___, 1999 or such later date to which Bond G.P. determines to extend the
solicitation, and (ii) the date the Required Consents are received. Bond G.P.
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
Bond G.P. will remain effective, unless validly revoked prior to the Expiration
Date.
Bond G.P. 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 Bond G.P., 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. Bond G.P. 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
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if such Limited Partner had voted "Against" the Proposals. Units not voted on
Consents returned by brokers, banks or nominees will have the same effect as
Units voted against the Proposals.
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 an revocation of the Consent, and the interpretation of the
terms and conditions of this solicitation of Consents, will be determined by
Bond G.P., whose determination will be final and binding. Bond G.P. reserves the
absolute right to reject any or all Consents that are not in acceptance of
which, in the opinion of Bond G.P. or its unlawful. Bond G.P. also reserves the
right to waive any conditions as to particular Consents or Units. Unless waived,
in connection with Consents must be cured within such determines. None of Bond
G.P., any of its affiliates, or any 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 Bond
G.P.
Consents should be sent or delivered to Bond G.P. 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, Bond G.P. will be expressly authorized to
prepare any and all documentation and take any further actions necessary to
implement the actions
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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 Bond G.P., 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 reflect Bond G.P. as the new general partner of the
Partnership or to reflect the dissolution of the Partnership in accordance with
the applicable Proposal, 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,
Bond G.P. 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 Bond G.P. 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.
Bond G.P. 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 Bond G.P. in its sole discretion, which determination will
be final and binding. None of Bond G.P., 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. Bond G.P., Bond Purchase and its management
are the only
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participants in the solicitation. Bond G.P. 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. Bond G.P.
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 Bond G.P. 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-pocket expenses relating to the solicitation. The total fees and expenses
to be incurred by Bond G.P. in connection with this solicitation are estimated
to be $25,000. Bond G.P. has incurred fees and expenses in connection with this
solicitation as of May ___, 1999 of approximately $5,000.
Limited Partners are encouraged to contact Bond G.P. 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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SOLICITATION OF CONSENTS
of
LIMITED PARTNERS
of
Nooney Income Fund Ltd., L.P.
a Missouri Limited Partnership
Deliveries of Consents, properly completed and duly executed, should be
made to Bond G.P. 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 Bond G.P. at the
address and telephone number listed below. Additional copies of this Consent
Solicitation Statement and form of Consent may be obtained from Bond G.P. 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 Bond G.P. 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 Bond G.P. or the Partnership since the date hereof.
Bond G.P., L.L.C.
1100 Main - Suite 2100
Kansas City, MO 64105
(816) 421-4670
\
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APPENDIX A
(Form of Consent - Preliminary Copy)
Nooney Income Fund Ltd., L.P.
a Missouri Limited Partnership (the "Partnership")
CONSENT OF LIMITED PARTNER
This Consent is Solicited on Behalf of Bond G.P., L.L.C.
The undersigned has received the Consent Solicitation Statement dated
May ___, 1999 ("Consent Solicitation Statement") by Bond G.P., L.L.C., a
Missouri limited liability company ("Bond G.P."), seeking the approval by
written consent of the following proposals:
(1) the removal of the current general partners, Nooney Income
Investments, Inc. a Missouri corporation and John J. Nooney as special general
partner, and the simultaneous election of Bond G.P. as the new general partner
of the Partnership ("Replacement of General Partner"); and,
(2) the approval to market the Partnership properties.
Each of the undersigned, by signing and returning this Consent, hereby
constitutes and appoints Bond G.P., 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.
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Proposal FOR AGAINST ABSTAIN
1. Replacement of General [ ] [ ] [ ]
Partner and Special General
Partner and Election of New
General Partner, Bond G.P., L.L.C.
2. Marketing of Partnership Assets [ ] [ ] [ ]
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)
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THIS CONSENT IS SOLICITED BY BOND G.P., L.L.C. 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.
NOONEY INCOME FUND LTD., L.P.
a Missouri Limited Partnership (the "Partnership")
CONSENT OF LIMITED PARTNER
Deliveries of Consents, properly completed and duly executed, should be
made to Bond G.P. 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 Bond G.P. at
the address and telephone number listed below. Additional copies of this Consent
Solicitation Statement and form of Consent may be obtained from Bond G.P. as set
forth below.
Bond G.P., L.L.C.
1100 Main - Suite 2100
Kansas City, Missouri 64105
(816) 421-4670
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