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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:
/ / 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 Rule 14a-11(c) or Rule 14a-12
NOONEY REALTY TRUST, INC.
(Name of Registrant as Specified in Its Charter)
THE COMMITTEE TO INCREASE
SHAREHOLDER VALUE AT
NOONEY REALTY TRUST
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/x/ No fee required
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/ / 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:
(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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The Committee to Increase Shareholder Value at
Nooney Realty Trust, Inc.
1100 Main, Suite 2100
Kansas City, MO 64105
IMPORTANT
June 5, 1997
Dear Fellow Nooney Shareholders:
STOP -- LOOK -- LISTEN
o STOP - When you receive your Nooney Realty Trust, Inc. proxy
materials, STOP and read them carefully. DO NOT sign and
return management's white proxy card;
o LOOK - In a few days, LOOK for additional proxy material from the
Committee to Increase Shareholder Value. The Committee's proxy
material will contain a GREEN proxy card; and
o LISTEN - Please LISTEN to what we have to say about the dismal
performance of Nooney and how the Committee intends to restore the
value of your investment.
This year you will have an unusual opportunity, to take positive steps
toward enhancing the value of your investment in Nooney Realty Trust, Inc. You
will be able to select a NEW Board of Directors and slightly modify the Trust's
Bylaws to allow the NEW Board to grow your Trust's assets.
The Committee's materials will explain why you should reject the
current Board's unnecessary, additional changes to Article VI of the Bylaws of
our Trust. We will also ask for your support in defeating another management
proposal that radically changes Article VIII of the Trust's Bylaws. This
management proposal attempts to absolve the Board from accountability for
serious, past and on going violations of the Bylaws and which, in our opinion,
could have jeopardized and could continue to jeopardize the Trust's ability to
maintain its favorable tax status as a Real Estate Investment Trust (REIT).
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The Committee believes it has the formula for a successful future for
Nooney. The Committee is headed by Mr. David L. Johnson, CPA, Chairman and Chief
Executive Officer of Maxus Properties, Inc., which specializes in commercial
property management for affiliates owners. Collectively, the Committee's Board
nominees directly and indirectly own more than 40,000 shares of Nooney Realty
Trust, Inc.
Again, please STOP, LOOK and LISTEN before you cast your vote. By
executing the Committee's GREEN proxy card after you have had the chance to
thoroughly review all proxy materials, you will help bring about positive change
to our Trust which, we are sure you will agree, is long overdue.
Sincerely,
/s/David L. Johnson
David L. Johnson, CPA
For the Committee
PS Because management has tried repeatedly to thwart our ability to communicate
with our fellow shareholders we have engaged D.F. King & Co., Inc., a proxy
solicitation firm. Please call them, toll free, at 1-800-326-3066 for any
assistance in voting your shares.
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