<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NOONEY REALTY TRUST, INC.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
655379105
(CUSIP Number)
Scott M. Herpich, Lathrop & Gage L.C., 2345 Grand Blvd., Suite 2800,
Kansas City, MO 64108, (816) 292-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
08/26/97
(Date of Event Which Requires Filing of This Statement)
If the reporting person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b) (3) or (4), check the following box.____
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 32 pages)
- --------------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP Number 655379105
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
KelCor, Inc.
43-1620514
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
WC**
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
Missouri
Number of shares (7) Sole Voting Power
beneficially owned None
by each reporting
person with: (8) Shared Voting Power
41,113
(9) Sole Dispositive Power
None
(10) Shared Dispositive Power
41,113
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
41,113
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* _____
(13) Percent of Class Represented by Amount in Row (11)
4.74%
(14) Type of Reporting Person*
CO
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
2
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CUSIP Number 655379105
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David L. Johnson
###-##-####
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
PF**
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
United States
Number of shares (7) Sole Voting Power
beneficially owned None
by each reporting
person with: (8) Shared Voting Power
80,682
(9) Sole Dispositive Power
None
(10) Shared Dispositive Power
80,682
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
80,682
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* ______
(13) Percent of Class Represented by Amount in Row (11)
9.31%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
3
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CUSIP Number 655379105
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Sandra L. Castetter
###-##-####
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
PF**
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
United States
Number of shares (7) Sole Voting Power
beneficially owned None
by each reporting
person with: (8) Shared Voting Power
80,682
(9) Sole Dispositive Power
None
(10) Shared Dispositive Power
80,682
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
80,682
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* _____
(13) Percent of Class Represented by Amount in Row (11)
9.31%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
4
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CUSIP Number 655379105
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Daniel W. Pishny
###-##-####
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
PF**
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
United States
Number of shares (7) Sole Voting Power
beneficially owned 4,100
by each reporting
person with: (8) Shared Voting Power
None
(9) Sole Dispositive Power
4,100
(10) Shared Dispositive Power
None
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
4,100
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* ______
(13) Percent of Class Represented by Amount in Row (11)
0.47%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
5
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CUSIP Number 655379105
(1) Name of Reporting Person
Jayhawk Investments, L.P.
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
WC
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
Delaware
Number of shares (7) Sole Voting Power
beneficially owned _______
by each reporting
person with: (8) Shared Voting Power
30,000
(9) Sole Dispositive Power
______
(10) Shared Dispositive Power
30,000
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
30,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* ______
(13) Percent of Class Represented by Amount in Row (11)
3.46%
(14) Type of Reporting Person*
PN
* See Instructions before Filling Out!
6
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CUSIP Number 655379105
(1) Name of Reporting Person
Jayhawk Capital Management, L.L.C.
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
AF
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
Delaware
Number of shares (7) Sole Voting Power
beneficially owned _______
by each reporting
person with: (8) Shared Voting Power
30,000
(9) Sole Dispositive Power
______
(10) Shared Dispositive Power
30,000
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
30,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* ______
(13) Percent of Class Represented by Amount in Row (11)
3.46%
(14) Type of Reporting Person*
OO
* See Instructions before Filling Out!
7
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CUSIP Number 655379105
(1) Name of Reporting Person
Kent C. McCarthy
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
AF
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
United States
Number of shares (7) Sole Voting Power
beneficially owned _______
by each reporting
person with: (8) Shared Voting Power
30,000
(9) Sole Dispositive Power
______
(10) Shared Dispositive Power
30,000
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
30,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* _____
(13) Percent of Class Represented by Amount in Row (11)
3.46%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
8
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CUSIP Number 655379105
(1) Name of Reporting Person
John McKee
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
PF**
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
United States
Number of shares (7) Sole Voting Power
beneficially owned 31,037
by each reporting
person with: (8) Shared Voting Power
____
(9) Sole Dispositive Power
31,037
(10) Shared Dispositive Power
____
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
31,037
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* _____
(13) Percent of Class Represented by Amount in Row (11)
3.58%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
9
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CUSIP Number 655379105
(1) Name of Reporting Person
Chris Garlich
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
PF**
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
United States
Number of shares (7) Sole Voting Power
beneficially owned 26,600
by each reporting
person with: (8) Shared Voting Power
____
(9) Sole Dispositive Power
26,600
(10) Shared Dispositive Power
____
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
26,600
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
______
(13) Percent of Class Represented by Amount in Row (11)
3.07%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
10
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CUSIP Number 655379105
(1) Name of Reporting Person
John W. Alvey
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
PF**
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
United States
Number of shares (7) Sole Voting Power
beneficially owned 18,000
by each reporting
person with: (8) Shared Voting Power
____
(9) Sole Dispositive Power
18,000
(10) Shared Dispositive Power
____
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
18,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* _____
(13) Percent of Class Represented by Amount in Row (11)
2.08%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
11
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CUSIP Number 655379105
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David D. French
###-##-####
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
PF**
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
United States
Number of shares (7) Sole Voting Power
beneficially owned 17,000
by each reporting
person with: (8) Shared Voting Power
____
(9) Sole Dispositive Power
17,000
(10) Shared Dispositive Power
____
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
17,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
_____
(13) Percent of Class Represented by Amount in Row (11)
1.96%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
12
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CUSIP Number 655379105
(1) Name of Reporting Person
Bryan P. Collins
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
PF**
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
United States
Number of shares (7) Sole Voting Power
beneficially owned 2,100
by each reporting
person with: (8) Shared Voting Power
____
(9) Sole Dispositive Power
2,100
(10) Shared Dispositive Power
____
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
2,100
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* _____
(13) Percent of Class Represented by Amount in Row (11)
.24%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
13
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CUSIP Number 655379105
(1) Name of Reporting Person
Monte McDowell
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
PF
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
United States
Number of shares (7) Sole Voting Power
beneficially owned 18,136
by each reporting
person with: (8) Shared Voting Power
4,000
(9) Sole Dispositive Power
18,136
(10) Shared Dispositive Power
4,000
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
22,136
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* _____
(13) Percent of Class Represented by Amount in Row (11)
2.09%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
14
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CUSIP Number 655379105
(1) Name of Reporting Person
Home Medical Specialty Equipment, Inc.
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
WC**
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
Missouri
Number of shares (7) Sole Voting Power
beneficially owned ____
by each reporting
person with: (8) Shared Voting Power
4,000
(9) Sole Dispositive Power
(10) Shared Dispositive Power
4,000
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
4,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* _____
(13) Percent of Class Represented by Amount in Row (11)
.46%
(14) Type of Reporting Person*
CO
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
15
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CUSIP Number 655379105
(1) Name of Reporting Person
Heron Point, L.P.
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
WC**
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
Missouri
Number of shares (7) Sole Voting Power
beneficially owned ____
by each reporting
person with: (8) Shared Voting Power
4,537
(9) Sole Dispositive Power
____
(10) Shared Dispositive Power
4,537
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
4,537
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
_____
(13) Percent of Class Represented by Amount in Row (11)
0.52%
(14) Type of Reporting Person*
PN
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
16
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CUSIP Number 655379105
(1) Name of Reporting Person
J. Thomas Burcham
(2) Check the Appropriate Box (a) X
---------
if a Member of a Group* (b)
---------
(3) SEC Use Only
(4) Source of funds
AF
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) ______
(6) Citizenship or Place of Organization
United States
Number of shares (7) Sole Voting Power
beneficially owned ____
by each reporting
person with: (8) Shared Voting Power
4,537
(9) Sole Dispositive Power
____
(10) Shared Dispositive Power
4,537
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
4,537
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* ______
(13) Percent of Class Represented by Amount in Row (11)
0.52%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
17
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INTRODUCTORY STATEMENT
This filing by the reporting persons listed below amends Items 2 through 7
of the Schedule 13D filed by the Shareholder Committee To Increase Shareholder
Value At Nooney Realty Trust, Inc., with the Securities and Exchange Commission
on August 25, 1997, to read as set forth herein.
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $1.00 per share
(the "Securities"), of Nooney Realty Trust, Inc., a Missouri corporation
("Nooney"), whose principal executive offices are located at 7701 Forsyth
Boulevard, St. Louis, Missouri 63105.
Item 2. Identity and Background.
This report is filed by KelCor, Inc. ("KelCor"), David L. Johnson, CPA
("Mr. Johnson"), Sandra L. Castetter ("Ms. Castetter"), Daniel W. Pishny, CPA
("Mr. Pishny"), Jayhawk Investments, L.P., a Delaware limited partnership
("JILP"), Jayhawk Capital Management, L.L.C., a Delaware limited liability
company ("JCM"), Kent C. McCarthy ("Mr. McCarthy"), John McKee ("Mr. McKee"),
Chris Garlich ("Mr. Garlich"), Monte McDowell ("Mr. McDowell"), Bryan P. Collins
("Mr. Collins"), David D. French ("Mr. French"), John W. Alvey ("Mr. Alvey"),
Home Medical Specialty Equipment, Inc., a Missouri corporation ("Home Medical"),
Heron Point, L.P., a Missouri limited partnership ("Heron Point") and J. Thomas
Burcham ("Mr. Burcham"). The foregoing persons are hereafter referred to as the
"Reporting Persons". KelCor, Mr. Johnson and Mr. Pishny have formed the
Shareholder Committee To Increase Shareholder Value At Nooney Realty Trust, Inc.
(the "Shareholder Committee"). The Shareholder Committee was formed to oppose
certain actions of the management of Nooney (the "Management"), including
certain of their proposals to amend Nooney's bylaws and their nominations for
Nooney's Board of Directors that will be voted on at Nooney's next annual
shareholders meeting. The Shareholder Committee solicited proxies for a special
meeting of the shareholders of Nooney held August 8, 1997 (the "Special
Meeting"), in opposition to the Management's proposed bylaw amendment. The
proposed bylaw amendment did not receive the necessary votes at the Special
Meeting and was therefore not adopted.
The proposed amendment would have, among other things, absolved a
shareholder (which is now a former shareholder), as well as Nooney's Board of
Directors and the Management, from any liability for a violation of a provision
of Nooney's bylaws that prohibits the acquisition of shares by any person in
excess of 9.8% of the Securities (the "Bylaw Amendment"). One shareholder
acquired shares in excess of 9.8%. The Shareholder Committee requested Nooney's
Board of Directors to enforce the bylaw, but Nooney's Board decided not to
pursue any remedies for the violation. Instead, they proposed the Bylaw
Amendment.
18
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KelCor commenced an action against Nooney in the Circuit Court for St.
Louis County, Missouri, on June 5, 1997, seeking, among other things, a
declaratory judgment declaring the shares held by PICO Holdings, Inc. and its
affiliates ("PICO") in excess of 9.8% to be treated as "excess shares" under
Nooney's bylaws and prohibiting PICO from voting the excess shares at the next
annual meeting of the shareholders of Nooney. On August 27, 1997, KelCor
voluntarily dismissed the action without prejudice.
KelCor is a Missouri corporation with a principal business address of 1100
Main, Suite 2100, Kansas City, Missouri 64105, whose principal business is
participating in the acquisition and ownership of commercial and multi-family
residential real estate. Mr. Johnson and Mr. Alvey are the only directors and
executive officers of KelCor.
Mr. Johnson and Ms. Castetter, husband and wife, own all of the issued and
outstanding stock of KelCor as joint tenants with right of survivorship. Mr.
Johnson is a director and Vice President of KelCor.
Mr. Johnson is a citizen of the United States whose business address is
1100 Main, Suite 2100, Kansas City, Missouri 64105. Mr. Johnson is Chairman,
Chief Executive Officer and majority shareholder of Maxus Properties, Inc.
("Maxus"), a Missouri corporation located at 1100 Main, Suite 2100, Kansas City,
Missouri 64105. Maxus specializes in commercial property management for
affiliated owners. As indicated above, Mr. Johnson is a director and Vice
President of KelCor. Mr. Johnson is also a licensed real estate broker in the
State of Missouri.
Ms. Castetter is a citizen of the United States whose personal residence is
located at 4617 NW Normandy Lane, Kansas City, Missouri 64116.
Mr. Alvey is the President and a director of KelCor. Mr. Alvey is a
citizen of the United States whose business address is 1100 Main, Suite 2100,
Kansas City, Missouri 64105. Mr. Alvey is also Executive Vice President and
Chief Financial Officer of Maxus. Mr. Alvey is responsible for the
day-to-day accounting functions, risk management and taxes for Maxus and its
managed properties.
Mr. Pishny is a citizen of the United States whose business address is 1100
Main, Suite 2100, Kansas City, Missouri 64105. Mr. Pishny is President and
Chief Operating Officer of Maxus. Mr. Pishny is responsible for the day-to-day
operations of Maxus and its managed properties.
JILP, a Delaware limited partnership, is an investment limited
partnership with a principal business address of 8201 Mission Road, Suite
110, Prairie Village, Kansas 66208. JCM, a Delaware limited liability
company, is the sole general partner of JILP and is a registered investment
advisor. JCM's principal business address is 8201 Mission Road, Suite 110,
Prairie Village, Kansas 66208. Mr. McCarthy is the manager of JCM. Mr.
McCarthy is a citizen of the United States whose business address is 8201
Mission Road, Suite 110, Prairie Village, Kansas 66208.
19
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Mr. McKee is a citizen of the United States whose business address is 1223
Wilshire Blvd., Santa Monica, CA 90403. Mr. McKee is an investor in securities.
Mr. Garlich is a citizen of the United States whose business address is
1611 Des Peres Rd., #370, St. Louis, MO 63131. Mr. Garlich is an insurance
salesman.
Mr. McDowell is a citizen of the United States whose business address is
340 S. 291 Hwy., Liberty, MO 64068. Mr. McDowell is the sole shareholder,
executive officer and director of Home Medical.
Mr. Collins is a citizen of the United States whose business address is
555 S. Kansas Ave., Suite 203, Street, Topeka, Kansas 66603. Mr. Collins is
Senior Vice President and Division Director of Parade of Shoes, a division of
Payless ShoeSource, Inc., a Missouri corporation with its principal business
address at 3231 East Sixth Street, Topeka, Kansas 66607. Payless is the
largest family footwear retailer in the United States.
Mr. French is a citizen of the United States whose business address is 2600
Grand Boulevard, Suite 700, Kansas City, Missouri 64108. Mr. French is employed
by Kessinger/Hunter & Company, Inc., a commercial real estate brokerage firm
located at the same address.
Home Medical is a Missouri corporation with a principal business address of
340 S. 291 Hwy, Liberty, Missouri 64068, whose principal business is the rental
of medical equipment for home use. Mr. McDowell is the sole shareholder,
executive officer and director of Home Medical.
Heron Point is a Missouri limited partnership with a principal business
address at c/o J. Thomas Burcham, 1044 Main, Kansas City, Missouri 64106,
whose principal business is in investments. Mr. Burcham is a general
partner of Heron Point. Mr. Burcham is a citizen of the United States whose
business address is 1044 Main, Kansas City, Missouri 64106. Mr. Burcham is
Chairman of the Board of Missouri Bank & Trust Co.
During the past five years, none of the Reporting Persons have been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he or she was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Because of the block purchase of shares of the Securities listed in Item
5(c), the Shareholder Committee, Ms. Castetter, JILP, JCM, Mr. McCarthy,
Mr. McKee, Mr. Garlich, Mr. McDowell, Mr. Collins, Mr. French, Mr. Alvey,
Mr. Pishny, Home Medical, Heron Point and Mr. Burcham may be deemed to be a
group. The Reporting Persons acknowledge that, with respect to the block
purchase, they constitute a group and, pursuant to Rule 13d-5(b) of the
Securities Exchange Act of 1934, the group is deemed to beneficially own all of
the
20
<PAGE>
shares owned by each of the members of the group. However, JILP, JCM, Mr.
McCarthy, Mr. McKee, Mr. Garlich, Mr. McDowell, Mr. Alvey, Mr. Collins, Mr.
French, Home Medical, Heron Point and Mr. Burcham (the "New Filers") are
unaffiliated with KelCor, Mr. Johnson, Ms. Castetter and Mr. Pishny (the
"Original Group"), the other persons filing this Schedule 13D. The New
Filers have agreed to cooperate for the limited purpose of arranging the
purchase of the Securities reported in Item 5(c) by the Reporting Persons,
other than the 2000 shares purchased by Mr. French described below (the
"Purchase"). Mr. French purchased 2000 additional shares of the Securities
as reported in Item 5(c), which shares were not part of the block purchase.
Upon completing the Purchase, the New Filers will no longer cooperate with
the Original Group for the purpose of acquiring, holding, voting or disposing
of the Securities. The Original Group will file an amendment to this
Schedule 13D to reflect the departure of the New Filers from the group
filing this Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds used by the Reporting Persons to acquire the
192,379 shares of the Securities reported in Item 5(c) was $2,120,737 (including
commissions).
The 37,169 shares acquired by Mr. Johnson and Ms. Castetter and reported in
Item 5(c) were purchased through a broker on a joint margin account. In total,
39,069 shares of the Securities are held by Mr. Johnson and Ms. Castetter in the
joint margin account (including the 37,169 shares reported in Item 5(c)). As of
the date of this filing, the amount of indebtedness with respect to this margin
account for purchases of the Securities was approximately $217,000.
The 31,037 shares of the Securities acquired by Mr. McKee and reported in
Item 5(c) were purchased through a broker on a margin account. As of the date
of this filing, the amount of indebtedness with respect to this margin account
for the purchase of the 31,037 shares was approximately $146,000.
The 26,500 shares of the Securities acquired by Mr. Garlich and reported in
Item 5(c) were purchased through a broker on a margin account. As of the date
of this filing, the amount of indebtedness with respect to this margin account
for the purchase of the 26,500 shares was approximately $171,000.
The 18,000 shares of the Securities acquired by Mr. Alvey and reported in
Item 5(c) were purchased through a broker on a margin account. As of the date
of this filing, the amount of indebtedness with respect to this margin account
for the purchase of the 18,000 shares was approximately $100,000.
Of the 17,000 shares acquired by Mr. French and reported in Item 5(c),
15,000 shares of the Securities were purchased through a broker on a margin
account. As of the date of this filing, the amount of indebtedness with respect
to this margin account for the purchase of the 15,000 shares was approximately
$83,000.
The 2,000 shares of the Securities acquired by Mr. Collins and reported in
Item 5(c) were purchased through a broker on a margin account. As of the date
of this filing, the amount
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of indebtedness with respect to this margin account for the purchase of the
2,000 shares was approximately $11,000.
The 4,000 shares of the Securities acquired by Home Medical and reported in
Item 5(c) were purchased through a broker on a margin account. As of the date
of this filing, the amount of indebtedness with respect to this margin account
for the purchase of the 4,000 shares was approximately $22,000.
The 4,537 shares of the Securities acquired by Heron Point and reported
in Item 5(c) were purchased through a broker on a margin account. As of the
date of this filing, the amount of indebtedness with respect to this maragin
account for the purchase of the 4,537 shares was approximately $25,000.
Item 4. Purpose of the Transaction.
When the Shareholder Committee learned that a large number of the
Securities were being offered for sale on the open market, the Shareholder
Committee suggested to others, including the New Filers, that they consider the
purchase of the Securities. Members of the Shareholder Committee may, under
appropriate circumstances, purchase additional shares of the Securities from
time to time on the open market. In addition, members of the Shareholder
Committee may make private offers to purchase the Securities of certain
individual Nooney shareholders. Each Reporting Person's acquisition of shares
is limited by the provision in Nooney's bylaws described in Item 2 that
restricts any person from acquiring in excess of 9.8% of the Securities. Under
the attribution rules set forth in Nooney's bylaws, shares held by Mr. Johnson,
Ms. Castetter and KelCor would be aggregated. Thus, their aggregate holdings of
the Securities may at no time exceed 9.8% of Nooney's outstanding shares.
As indicated above, the Shareholder Committee successfully solicited
proxies in opposition to the Bylaw Amendment proposed by Nooney's Board of
Directors at the Special Meeting. The Shareholder Committee intends to
solicit proxies at the next annual meeting of the Nooney shareholders to take
further action to attempt to increase the value of the Securities, including
the nomination of a new slate of directors in opposition to Management's
slate of nominees. The Shareholder Committee is also requesting that
Nooney's Board of Directors immediately set a date for the annual meeting of
the Nooney shareholders that was originally scheduled for May of this year to
elect a new Board of Directors of Nooney.
The Shareholder Committee plans to recruit and nominate a slate of
directors who, if elected, will consider implementating changes to Nooney's
business practices. For example, a new Board of Directors might consider
replacing the Nooney-affiliated management and advisory firms with one or
more companies that will reduce management and advisory fees. The
Shareholder Committee may also request the new Nooney Board of Directors to
propose bylaw amendments that would allow Nooney to acquire additional real
estate and to raise the capital necessary for these acquisitions.
Item 5. Interest in the Securities of the Issuer.
(a) The aggregate number and percentage of the Securities to which this
Schedule 13D relates is 236,192 shares, representing 27.3% of the 866,624
outstanding shares as reported by Nooney on June 27, 1997. By virtue of the
Reporting Persons being a group, the group is deemed to beneficially own all
236,192 shares. In addition, each of the Reporting Persons may be deemed
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to share indirect beneficial ownership of the Securities beneficially owned by
the other Reporting Persons because of the formation of the group. However,
each Reporting Person disclaims any indirect beneficial ownership of
shares owned by other members of the group resulting solely from the
existence of the group.
KelCor is the direct beneficial owner of 41,113 shares of the
Securities, which represent approximately 4.74% of the outstanding shares.
Mr. Johnson is the direct beneficial owner of 39,569 shares of the
Securities, 500 of which are owned individually and 39,069 of which are
owned jointly by Mr. Johnson and Ms. Castetter, collectively representing
approximately 4.57% of the outstanding shares of the Securities. In addition,
because Mr. Johnson is a principal shareholder, a director and an officer of
KelCor, Mr. Johnson may be deemed to be a beneficial owner of the 41,113 shares
held by KelCor. These 41,113 shares represent approximately 4.74% of the
outstanding shares of the Securities.
Ms. Castetter is the direct beneficial owner of 39,069 shares of the
Securities held jointly with Mr. Johnson, which represent approximately 4.51% of
the outstanding shares of the Securities. By virtue of being a principal
shareholder of KelCor, Ms. Castetter may be deemed to be the beneficial owner of
the 41,113 shares held by KelCor, which represent approximately 4.74% of the
outstanding shares of the Securities.
Mr. Alvey is the direct beneficial owner of 18,000 shares of the
Securities, which represent approximately 2.08% of the outstanding shares. Mr.
Alvey, as President of KelCor, may be deemed a beneficial owner of the
Securities held by KelCor. He disclaims any such beneficial ownership in such
Securities, however.
Mr. Pishny is the direct beneficial owner of 4,100 shares of the
Securities, which are held jointly with his wife and which represent
approximately .47% of the outstanding shares.
JILP is the direct beneficial owner of 30,000 shares of the
Securities, which represent approximately 3.46% of the outstanding shares. JCM,
as the sole general partner, and Mr. McCarthy, as the manager of JCM, are also
beneficial owners of the 30,000 shares held by JILP. Pursuant to JILP's
partnership agreement, JCM has the authority to purchase and dispose of the
Securities. JCM is entitled to fees based on assets under management and
special profit allocations based on realized and unrealized gains and losses, if
certain conditions are met.
Mr. McKee is the direct beneficial owner of 31,037 shares of the
Securities, which represent approximately 3.58% of the outstanding shares.
Mr. Garlich is the direct beneficial owner of 26,600 shares of the
Securities, which represent approximately 3.06% of the outstanding shares.
Mr. French is the direct beneficial owner of 17,000 shares of the
Securities, which represent approximately 1.96% of the outstanding shares.
Mr. Collins is the direct beneficial owner of 2,100 shares of the
Securities, which are held jointly with his wife and which represent
approximately 0.24% of the outstanding shares.
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Mr. McDowell is the direct beneficial owner of 18,136 shares of the
Securities, which represent approximately 2.09% of the outstanding shares. By
virtue of being the sole shareholder, executive officer and director of Home
Medical, Mr. McDowell is deemed to be the beneficial owner of the 4,000 shares
held by Home Medical, which represent approximately 0.46% of the outstanding
shares of the Securities.
Home Medical is the direct beneficial owner of 4,000 shares of the
Securities, which represent approximately 0.46% of the outstanding shares.
Heron Point is the direct beneficial owner of 4,537 shares of the
Securities, which represent approximately 0.52% of the outstanding shares. As
a general partner of Heron Point, Mr. Burcham is also a beneficial owner of the
4,537 shares held by Heron Point.
(b) KelCor has the direct power to vote and direct the disposition of the
shares held by it. By virtue of their being principal shareholders of KelCor,
Mr. Johnson and Ms. Castetter may be deemed to share the indirect power to vote
and direct the disposition of the shares held by KelCor. Mr. Johnson shares the
direct power to vote and direct the disposition of the 1,900 shares held jointly
by Mr. Johnson and Ms. Castetter.
Ms. Castetter has the direct power to vote and direct the disposition
of the 500 shares held by her. By virtue of their spousal relationship, Mr.
Johnson may be deemed to share the indirect power to vote and direct the
disposition of the 500 shares held by Ms. Castetter. Mr. Johnson and
Ms. Castetter share the direct power to vote and direct the disposition of the
1,900 shares held jointly by them.
Mr. Alvey has the direct power to vote and direct the disposition of
the 18,000 shares held by him. Mr. Alvey, as President of KelCor, disclaims any
power to vote and direct the disposition of the 41,113 shares held by KelCor.
Mr. Pishny has the direct power to vote and direct the disposition of
the 4,100 shares held by him.
JILP, JCM, as the general partner of JILP, and Mr. McCarthy, as the
manager of JCM, share the power to vote and direct the disposition of the
30,000 shares held by JILP. By virtue of JCM being the general partner of JILP,
JCM will be deemed to share the power to vote and direct the disposition of the
shares held by JILP.
Mr. McKee has the direct power to vote and direct the disposition of
the 31,037 shares held by him.
Mr. Garlich has the direct power to vote and direct the disposition of
the 26,600 shares held by him.
Mr. French has the direct power to vote and direct the disposition of
the 17,000 shares held by him.
24
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Mr. Collins has the direct power to vote and direct the disposition of
the 2,100 shares held by him.
Mr. McDowell has the direct power to vote and direct the disposition
of the 18,136 shares held by him.
Home Medical has the direct power to vote and direct the disposition
of the 4,000 shares held by it. By virtue of his being the sole shareholder,
executive officer and director of Home Medical, Mr. McDowell shares the power to
vote and direct the disposition of the shares held by Home Medical.
Heron Point has the direct power to vote and direct the disposition of
the 4,537 shares held by it. By virtue of being a general partner of Heron
Point, Mr. Burcham shares the power to vote and direct the disposition of the
shares held by Heron Point.
As indicated above, each of the Reporting Persons disclaims any power
to vote or direct the disposition of shares held by the other Reporting Persons
that may be attributable to such Reporting Person solely due to the Reporting
Persons being a group.
(c) Since the August 25, 1997, Schedule 13D filing, the following
purchases were made by the Reporting Persons:
Purchase Price
Reporting Person Securities Purchased Date (excluding commissions)
- ---------------- -------------------- ---- -----------------------
Mr. French 1,000 8-21-97 $10.50
Mr. French 1,000 8-26-97 $10.50
Mr. Johnson & 37,169 8-26-97 $10.9375
Ms. Castetter
Mr. Alvey 18,000 8-26-97 $10.9375
Mr. Pishny 4,000 8-26-97 $10.9375
JILP 30,000 8-26-97 $10.9375
Mr. McKee 31,037 8-26-97 $10.9375
Mr. Garlich 26,500 8-26-97 $10.9375
Mr. Collins 2,000 8-26-97 $10.9375
Mr. French 15,000 8-26-97 $10.9375
Mr. McDowell 18,136 8-26-97 $10.9375
Home Medical 4,000 8-26-97 $10.9375
Heron Point 4,537 8-26-97 $10.9375
(d) No other person is known to have the right to receive or the power to
direct receipt of dividends from, or the proceeds from the sale of, the
Securities other than the Reporting Persons identified herein.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer.
Except as set forth below, none of the Reporting Persons have any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to the Securities, including, but not limited to, transfer or
voting of any such Securities, finder's fees, joint ventures, loans or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies. The Shareholder Committee does
have plans to oppose certain actions of Nooney's Board of Directors and to make
nominations for the Board of Directors of Nooney to be elected at the next
annual shareholders meeting. The Reporting Persons do not, however, have any
agreement, written or otherwise, to vote together in any fashion.
As stated above, pursuant to JILP's partnership agreement, the general
partner, JCM, has the authority to purchase and dispose of the Securities
that JILP owns. JCM is entitled to fees based on assets under management and
special profit allocations based on realized and unrealized gains and losses,
if certain conditions are met.
As indicated above, the New Filers are unaffiliated with any of the
other persons filing this Schedule 13D. The New Filers have agreed to
cooperate with the Original Group for the limited purpose of arranging the
Purchase. Upon completing the Purchase, the New Filers will no longer
cooperate with the Original Group for the purpose of acquiring, holding,
voting or disposing of the Securities. The Original Group will file an
amendment to this Schedule 13D to reflect the departure of the New Filers
from the group filing this Schedule 13D.
Item 7. Exhibits.
99.1 Joint Filing Agreement
26
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
KELCOR, INC., a Missouri corporation
By: /s/ David L. Johnson Date: September 5, 1997
---------------------------------
David L. Johnson
Vice President
/s/ David L. Johnson Date: September 5, 1997
- ------------------------------------
David L. Johnson
/s/ Sandra L. Castetter Date: September 5, 1997
- ------------------------------------
Sandra L. Castetter
/s/ Daniel W. Pishny Date: September 5, 1997
- ------------------------------------
Daniel W. Pishny
JAYHAWK INVESTMENTS, L.P.
a Delaware limited partnership
By: JAYHAWK CAPITAL
MANAGEMENT, L.L.C.
General Partner
By: /s/ Kent C. McCarthy
--------------------------
Kent C. McCarthy
Manager Date: September 5, 1997
JAYHAWK CAPITAL
MANAGEMENT, L.L.C., a
Delaware limited liability company
By: /s/ Kent C. McCarthy
------------------------------
Kent C. McCarthy Date: September 5, 1997
Manager
/s/ Kent C. McCarthy Date: September 5, 1997
- -----------------------------------
Kent C. McCarthy
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/s/ John McKee Date: September 5, 1997
- -----------------------------------
John McKee
/s/ Chris Garlich Date: September 5, 1997
- -----------------------------------
Chris Garlich
/s/ Monte McDowell Date: September 5, 1997
- -----------------------------------
Monte McDowell
/s/ Bryan P. Collins Date: September 5, 1997
- -----------------------------------
Bryan P. Collins
/s/ David D. French Date: September 5, 1997
- -----------------------------------
David D. French
/s/ John W. Alvey Date: September 5, 1997
- -----------------------------------
John W. Alvey
HOME MEDICAL SPECIALTY
EQUIPMENT, INC., a Missouri
corporation
By: Date: September 5, 1997
--------------------------------
Melanie McKellar
Vice President
HERON POINT, L.L.P., a Missouri
limited partnership
By: /s/ J. Thomas Burcham Date: September 5, 1997
--------------------------------
J. Thomas Burcham
General Partner
/s/ J. Thomas Burcham Date: September 5, 1997
- -----------------------------------
J. Thomas Burcham
28
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EXHIBIT INDEX
99.1 Joint Filing Agreement
29
<PAGE>
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, the persons named below hereby agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including any amendments thereto) with
respect to the shares of Common Stock of Nooney Realty Trust, Inc. beneficially
owned by each of them and further agree that this Joint Filing Agreement be
included as an exhibit to such joint filings. This Agreement may be executed in
any number of counterparts all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of the date set forth below.
KELCOR, INC., a Missouri corporation
By: /s/ David L. Johnson Date: September 5, 1997
--------------------------------
David L. Johnson
Vice President
/s/ David L. Johnson Date: September 5, 1997
- -----------------------------------
David L. Johnson
/s/ Sandra L. Castetter Date: September 5, 1997
- -----------------------------------
Sandra L. Castetter
/s/ Daniel W. Pishny Date: September 5, 1997
- -----------------------------------
Daniel W. Pishny
JAYHAWK INVESTMENTS, L.P.
a Delaware limited partnership
By: JAYHAWK CAPITAL
MANAGEMENT, L.L.C.
General Partner
By:/s/ Kent C. McCarthy Date: September 5, 1997
------------------------
Kent C. McCarthy
Manager
30
<PAGE>
JAYHAWK CAPITAL
MANAGEMENT, L.L.C., a
Delaware limited liability company
By: /s/ Kent C. McCarthy Date: September 5, 1997
--------------------------------
Kent C. McCarthy
Manager
/s/ Kent C. McCarthy
- -----------------------------------
Kent C. McCarthy
/s/ John McKee Date: September 5, 1997
- -----------------------------------
John McKee
/s/ Chris Garlich Date: September 5, 1997
- -----------------------------------
Chris Garlich
/s/ Monte McDowell Date: September 5, 1997
- -----------------------------------
Monte McDowell
/s/ Bryan P. Collins Date: September 5, 1997
- -----------------------------------
Bryan P. Collins
/s/ David D. French Date: September 5, 1997
- -----------------------------------
David D. French
/s/ John W. Alvey Date: September 5, 1997
- -----------------------------------
John W. Alvey
HOME MEDICAL SPECIALTY
EQUIPMENT, INC., a Missouri
corporation
By: Date: September 5, 1997
--------------------------------
Melanie McKellar
Vice President
31
