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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 l934
Date of Report (Date of earliest event reported) November 6, 1997
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NOONEY REALTY TRUST, INC.
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(Exact Name of Registrant as specified in its charter)
Missouri 0-13754 43-1339136
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
7701 Forsyth Boulevard, St. Louis, Missouri 63105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-770
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 3 Pages
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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On November 6, 1997, Nooney Company sold its property management business
operated through its wholly-owned subsidiary, Nooney Krombach Company, to
Nooney Real Estate Company D/B/A Nooney Inc., an indirect wholly-owned
subsidiary of CGS Real Estate Company, Inc., a Texas corporation.
Simultaneously Nooney Company, Gregory J. Nooney, Jr. and PAN, Inc. sold
their general and limited partnership interest in Nooney Advisors Ltd., L.P.,
the external advisor to the Registrant to S-P Properties, Inc., a California
corporation, which also is a wholly-owned subsidiary of CGS Real Estate
Company. Prior to the sale, the independent Directors of the Registrant
approved the change in control of the Advisor and authorized a new management
contract for the Registrant's properties with Nooney Inc., with the same
terms and expiration dates as the existing advisory and management contracts.
CGS Real Estate Company, Inc. is owned 50% each by John N. Galardi, Chairman
of the Board, and William J. Carden, President. Mr. Galardi is founder of
The Galardi Group which controls and manages over 500 fast food restaurants.
Mr. Carden founded CGS Real Estate Company, Inc. in 1990 and has been active
in commercial real estate for over 25 years. CGS, through its wholly-owned
subsidiaries, manages over 25 million square feet for third party owners, its
own account and several public partnership programs where the company acts as
general partner.
The purchase described above was part of a larger transaction whereby CGS
Real Estate Company, Inc. purchased (a) the entire real estate management
business operated by Nooney Company through its wholly-owned subsidiary,
Nooney Krombach Co., (b) all controlling interests in corporate general
partners for all public partnerships, namely Nooney Real Property
Investors-Two, L.P., Nooney Real Property Investors-Four, L.P., Nooney Income
Fund Ltd., L.P., and Nooney Income Fund Ltd. II, L.P., and (c) all investment
real estate owned by Nooney Company through other wholly-owned subsidiaries.
The consideration for the purchase of all corporate general partner interests
owned by Nooney Company was $92,000 cash. The consideration for purchase of
Gregory J. Nooney, Jr.'s and PAN, Inc.'s general partner interests in the
four public partnerships and Nooney Advisors Ltd., L.P. was $243,186.43, paid
by assumption of a note payable held by an unrelated individual.
In connection with the CGS purchase of control of Advisor, Gregory J. Nooney,
Jr. agreed to recommend to the Board that Lawrence E. Fielder be appointed to
fill the opening for an independent Director seat. At a Board meeting held
October 29, 1997, Mr. Fiedler was elected to serve on the Board until the
next Annual Meeting of Shareholders.
In connection with S-P Properties' desire to reduce the Board from seven (7)
to five (5), Patricia A. Nooney, President of the Registrant, has agreed to
resign as a Board member if requested and Robert E. Kresko, independent
Director, also agreed to resign.
At the last Board meeting, informal discussion was held regarding the
resignation of other independent directors but no conclusion was reached.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NOONEY REALTY TRUST, INC.
Date: November 14, 1997 /s/ Gregory J. Nooney, Jr.
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Gregory J. Nooney, Jr.
Chairman of the Board and
Chief Executive Officer
