SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 11, 2000
Date of Report (Date of Earliest Event Reported)
Nooney Income Fund Ltd., L.P.
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(Exact Name of Registrant as Specified in its Charter)
Missouri 0-13241 43-1302570
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
One Memorial Drive - Suite 1000, St. Louis, MO 63102-2449
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code)
(314) 206-4600
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(Former Name or Former Address, If Changed Since Last Report)
940785.1
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ITEM 4. Changes in Registrant's Certifying Accountant
(a) On April 11, 2000, the Registrant dismissed Deloitte & Touche LLP
("D&T") as its independent auditors. The reports of D&T on the Registrant's
financial statements for the fiscal years ended December 31, 1999 and 1998 did
not contain an adverse opinion, or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles. The
Registrant's managing general partner approved the decision to change
accountants. During the Registrant's two most recent fiscal years and subsequent
interim periods, there we no disagreements with D&T on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of D&T
would have caused it to make reference to such disagreement in its reports.
(b) The Registrant engaged Arthur Andersen LLP ("AA") to act as its
independent auditors, effective April 11, 2000. During the two most recent
fiscal years and subsequent interim periods, the Registrant has not consulted AA
on items which (1) involved the application of accounting principles to a
specified transaction, either completed or proposed, or involved the type of
audit opinion that might be rendered on the Registrant's financial statements,
or (2) concerned the subject matter of a disagreement or a reportable event with
Registrant's former accountant.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
16.1. Letter from Deloitte & Touche LLP, dated April 17, 2000
addressed to the Securities and Exchange Commission in
compliance with Item 304 of Regulation S-K.
940785.1
2
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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 INCOME FUND LTD LP
By:/s/ William J. Carden
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Name: William J. Carden
Title: Chairman of the Board of Directors
and Chief Executive Officer
Date: April 17, 2000
940785.1
3
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter from Deloitte & Touche LLP, dated
April 17, 2000 addressed to the Securities
and Exchange Commission in compliance with
Item 304 of Regulation S-K.
940785.1
Exhibit 16.1
April 17, 2000
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4(a) of Form 8-K of Nooney
Income Fund Ltd., L.P. dated April 11, 2000.
Yours truly,
DELOITTE & TOUCHE LLP
St. Louis, Missouri
