SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
June 24, 1997
Nooney Realty Trust, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Missouri
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(State or Other Jurisdiction of Incorporation)
0-13758
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(Commission File Number)
43-1339136
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(I.R.S. Employer Identification No.)
7701 Forsyth Boulevard, St. Louis, Missouri 63105
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(Address of Principal Executive Offices) (Zip Code)
(314) 863-7700
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On June 24, 1997 the Trust entered into a Settlement Agreement relating
to a lawsuit brought on June 5, 1997, by KelCor, Inc., a shareholder of the
Trust, in the Circuit Court of St. Louis County, Missouri. A copy of the
Settlement Agreement is attached as an exhibit. The lawsuit sought, among other
things, (1) a declaratory judgment that shares in excess of 9.8% of the
outstanding shares of the Trust held by Physicians Insurance Company of Ohio,
Inc. and its subsidiaries (the "PICO Group") are Excess Shares as defined in
Section 8.8 of the Trust's bylaws and therefor not entitled to vote or be
considered in determining the presence of a quorum on any matter on which the
Trust's shares are entitled to vote, and (2) an injunction to enjoin the Trust
from, among other things, soliciting or voting any proxies in connection with,
or conducting, any annual or special meeting of shareholders.
In the Settlement Agreement the Trust agreed to, among other things,
postpone its Annual Meeting of Shareholders previously called for July 3, 1997,
and to call a Special Meeting of Shareholders to vote on an amendment to Section
8.8 of the bylaws (which will require the affirmative vote of 62% of the
outstanding shares of the Trust).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
See Exhibit Index.
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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 Realty Trust, Inc.
(Registrant)
Date: June 27, 1997 By: Gregory J. Nooney, Jr.
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Gregory J. Nooney, Jr.
Chairman of the Board and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Settlement Agreement dated as of June 24, 1997 between
Kelcor, Inc. and Nooney Realty Trust, Inc.
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EXHIBIT 99.1
SETTLEMENT AGREEMENT
This Settlement Agreement between KelCor, Inc. and its affiliates, as
defined under the Securities Exchange Act of 1934, ("KelCor") and Nooney Realty
Trust, Inc. and its affiliates, as defined under the Securities Exchange Act of
1934, ("Nooney") is entered into as of this 24th day of June 1997.
WHEREAS, Nooney is a publicly-traded corporation and KelCor is a
shareholder of Nooney; and
WHEREAS, KelCor has commenced an action against Nooney styled KelCor,
Inc. v. Nooney Realty Trust, Inc., in the Circuit Court for St. Louis County,
Civil Action No. 97 CC- 001750 (the "Lawsuit") on June 5, 1997, seeking a
declaratory judgment and preliminary and permanent injunctive relief barring
Nooney from conducting an annual meeting of shareholders and from voting certain
proxies in connection with any annual or special meeting of shareholders of the
Trust, inter alia; and
WHEREAS, the parties appeared and began argument on KelCor's motion for
a preliminary injunction on June 13, 1997; and
WHEREAS, the parties desire amicably to resolve their differences, for
the sole purpose of settlement, and without admitting the merits of any position
taken by either party in the course of the Lawsuit and without admitting any
fault or liability.
NOW, THEREFORE, the undersigned parties agree as follows:
1. Nooney shall postpone its Annual Meeting of Shareholders to a date
at least forty- five (45) days after the special meeting referred to in the next
paragraph and, if Section 6(a)
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hereof is applicable pursuant to the terms of this Agreement, no later than 45
days after the court enters its order in the Lawsuit with respect to the voting
rights of the "Excess Shares" of the PICO Group (as defined below in Section
5(d).
2. Nooney shall call a special meeting of shareholders to be held
thirty (30) days after the date on which the parties can mail their proxy
materials as provided in paragraph 4, below, to vote on a single issue that
shall be the same as Proposal A (except that subparagraph (f) of the amendment
proposed therein will be deleted and the remaining subparagraphs appropriately
re-lettered) as contained in the proxy statement filed by Nooney with the
Securities and Exchange Commission ("SEC") on June 3, 1997 (the "By-Law
Amendment Proposal") and, in connection with such meeting:
(a) Nooney shall set the record date as Friday, June 27, 1997;
and
(b) The affirmative vote of 62.0% of the issued and
outstanding shares of Nooney will be required to pass the By-Law Amendment
Proposal. As used in this Settlement Agreement, "issued and outstanding shares
of Nooney" shall refer to 866,624 shares without disqualification of any shares
that may be deemed Excess Shares pursuant to the present By-Law Section 8.8(b).
3. KelCor and Nooney shall file their proxy materials regarding the
By-Law Amendment Proposal with the SEC no sooner than the first (1st) business
day after the full execution of this Settlement Agreement and no later than
three (3) business days after the full execution of this Settlement Agreement..
4. KelCor and Nooney, and each of their directors, officers and agents,
shall not mail proxy solicitation materials or otherwise actively solicit
proxies prior to thirteen (13) days after the full execution of this Settlement
Agreement; provided, if the SEC reviews the proxy
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solicitation material of KelCor and/or Nooney, both parties agree to mail such
materials and conduct any other solicitation of proxies no earlier than the
third (3rd) business day after the SEC has completed its reviews and notified
KelCor and Nooney that it has no further comments. Both KelCor and Nooney agree
to promptly proceed with all matters relating to the SEC review, if any, of such
proxy solicitation material.
5. KelCor and Nooney agree that the Special Meeting of Shareholders and
the Annual Meeting of Shareholders will be conducted as follows:
(a) Nooney will appoint an independent inspector of elections
mutually acceptable to Nooney and KelCor to tabulate votes on all
matters brought before the special meeting or the annual meeting with
the fees and expenses of such independent inspector to be split by
Nooney and KelCor;
(b) Representatives of all shareholders will be allowed to
attend the special meeting and the annual meeting;
(c) All stockholders will be provided reasonable opportunity
to speak at the special meeting and annual meeting on all matters
brought before the special meeting or annual meeting; and
(d) If the court determines that some of the shares of Nooney
stock owned directly or indirectly by PICO Holdings, Inc. and its
affiliates, as defined under the Securities Exchange Act of 1934
(collectively, the "PICO Group"), are "Excess Shares" under the Nooney
Bylaws and cannot be voted at the annual meeting, then Nooney and
Kelcor agree to follow the court's instructions with respect to the
voting of any such Excess Shares at the annual meeting.
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6. Upon the tabulation of votes on the By-Law Amendment Proposal at the
special meeting of shareholders:
(a) if the By-Law Amendment Proposal receives less than 62.0%
of the vote of the issued and outstanding shares of Nooney as of the record date
for the special meeting of shareholders, then paragraph 6(b) of this Settlement
Agreement shall be void in its entirety.
(b) if the By-Law Amendment Proposal receives 62.0% or more of
the vote of the issued and outstanding shares of Nooney as of the record date
for the special meeting of shareholders, then KelCor (i) shall not challenge the
passage of the By-Law Amendment and Proposal, (ii) shall accept the By-Law
Amendment as valid and enforceable and (iii) shall dismiss Count I of the
Lawsuit with prejudice with each party to bear its own costs.
KELCOR, INC.
By: /s/ David L. Johnson
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Witnessed:
/s/ Larry Huebner
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Its Attorney
NOONEY REALTY TRUST, INC.
By: /s/ Gregory J. Nooney, Jr.
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Witnessed:
/s/ Frederick W. Scherrer
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Its Attorney
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