SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 For A Special Meeting
|_| Confidential. For use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Nooney Realty Trust, Inc.
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(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.
|_| 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.
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NOONEY
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REALTY
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TRUST
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A Real Estate Investment Trust
7701 Forsyth Boulevard
St. Louis, Missouri 63105-1877
(314) 863-7700
July 30, 1997
READ THE ATTACHED LETTER FROM MR. JOHNSON ON BEHALF OF
KELCOR, INC. TO MR. HART AT PICO DATED MAY 9, 1997.
* Mr. Johnson offered to buy PICO's 9.8% interest for $12.50 per share, A 25%
PREMIUM over the market
* At the time of this offer, Kelcor, Inc. and Mr. Johnson owned 4.1% of the
shares as reported in "The Committee's" proxy statement.
* By purchasing an additional 9.8% of the shares from PICO, THE JOHNSON
HOLDINGS WOULD HAVE BEEN 13.9%, THEREBY VIOLATING THE VERY SAME BYLAW WHICH
HE HAS SUED YOUR TRUST TO ENFORCE.
AND JOHNSON SAYS THIS PROXY CONTEST IS NOT ABOUT CONTROL.
CAN YOU BELIEVE DAVID JOHNSON AFTER READING HIS LETTER?
Clearly, David Johnson's actions and published intentions do not warrant
shareholder support for his effort to defeat the bylaw amendment. DEFEAT JOHNSON
BY VOTING FOR THE BYLAW AMENDMENT PROPOSAL ON THE GOLD PROXY CARD.
If you have already voted against the proposal, you have every legal right to
change your mind and vote FOR it, as your Board recommends. ONLY YOUR LATEST
DATED PROXY CARD WILL COUNT.
Please sign, date and return the enclosed GOLD Proxy Card in the business reply
envelope provided. ----
If you have questions, or need assistance in voting your shares, please call
MacKenzie Partners, Inc., which is assisting the Trust with this solicitation,
toll-free at (800) 322-2885.
LAST CHANCE - ACT NOW- TIME IS SHORT - THE MEETING IS AUGUST 8.
Sincerely,
/s/ Gregory J. Nooney, Jr.
Gregory J. Nooney, Jr.
Chairman
<PAGE>
ANNEX A
[FRONT]
GOLD PROXY
NOONEY REALTY TRUST, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned does hereby appoint Gregory J. Nooney, Jr., Patricia A.
Nooney and Gene K. Beare and each of them, the true and lawful attorneys-in-fact
and proxies of the undersigned (acting by a majority hereunder), with full power
of substitution, to vote all common shares of the undersigned in Nooney Realty
Trust, Inc. at the Special Meeting of Shareholders to be held on Friday, August
8, 1997, commencing at 10:00 A.M. at the Pierre Laclede Conference Center, 7733
Forsyth Boulevard, 2nd floor, in Clayton, Missouri, and at any adjournment
thereof, as specified on the reverse side of this proxy. This proxy revokes all
prior proxies given by the undersigned.
The undersigned acknowledges receipt of the Notice of Special Meeting
and Proxy Statement dated July 9, 1997.
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Date
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Signature
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Signature if held jointly
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Title or Authority
<PAGE>
[BACK]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING:
1. PROPOSAL TO AMEND ARTICLE VIII OF THE TRUST'S BYLAWS
FOR / / AGAINST / / ABSTAIN / /
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1.
IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN
THE ENCLOSED PROXY AS SOON AS POSSIBLE. BY
DOING SO, YOU MAY SAVE THE TRUST THE
EXPENSE OF ADDITIONAL SOLICITATION.
EXHIBIT 99
KELCOR, INC.
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1100 Main, Suite 2100 * Kansas City, MO 64105
P.O. Box 26730 * Kansas City, MO 64196
(816) 421-4670 * FAX (816) 221-1829
May 9, 1997 FAX
Mr. John Hart
PICO Holdings, Inc. (PICO)
875 Prospect Street - Suite 301
LaJolla, CA 92037
Dear Mr. Hart:
As a final gesture to avoid litigation, please be advised as follows:
1) We will purchase the first 9.8% shares of Nooney that PICO bought for
$12.50 a share.
2) We would consider a purchase of the remaining shares held by PICO or its
clients if we can come to an agreement on the first 9.8%.
We look forward to a response in the next several days.
Very truly yours,
/s/ David L. Johnson
David L. Johnson
Vice President
