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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
09/05/97
(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 19 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
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!
2
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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!
3
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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!
4
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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 35,378
by each reporting
person with: (8) Shared Voting Power
_______
(9) Sole Dispositive Power
35,378
(10) Shared Dispositive Power
________
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
35,378
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
______
(13) Percent of Class Represented by Amount in Row (11)
4.08%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
5
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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.
6
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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 X
if a Member of a Group*
(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.
7
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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.
8
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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 reporting0
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!
9
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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.
10
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CUSIP Number 655379105
(1) Name of Reporting Person
Heron Point, 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
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*
OO
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
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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!
12
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INTRODUCTORY STATEMENT
This filing by the reporting persons listed below amends 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, as amended September 5, 1997, to add the additional information 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 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"), Home Medical
Specialty Equipment, Inc., a Missouri corporation ("Home Medical"), Heron Point,
L.L.C., a Missouri limited liability company ("Heron Point") and J. Thomas
Burcham ("Mr. Burcham"). JILP, JCM, Mr. McCarthy, Mr. McKee, Mr. Garlich, Mr.
McDowell, Mr. Collins, Mr. French, Home Medical, Heron Point and Mr. Burcham
(collectively, the "Current Filers") previously filed Amendment No. 1 to
Schedule 13D ("Amendment No. 1") with KelCor, Inc., a Missouri corporation
("KelCor"), David L. Johnson ("Mr. Johnson"), Sandra L. Castetter ("Ms.
Castetter"), John W. Alvey ("Mr. Alvey") and Daniel W. Pishny ("Mr. Pishny")
(the "Previous Filers") with regard to the Securities because the Current Filers
and the Previous Filers agreed to cooperate for the limited purpose of arranging
the purchase of the Securities by Mr. Johnson, Ms. Castetter, Mr. Pisnhy, JILP,
Mr. McKee, Mr. Garlich, Mr. McDowell, Mr. Collins, Mr. McKee, Mr. French, Mr.
Alvey, Home Medical and Heron Point (the "Purchase"). Because the Purchase is
now complete, the Current Filers no longer have any contract, arrangement,
understanding or relationship with the Previous Filers for the purpose of
acquiring, holding, voting or disposing of the Securities. Therefore, the
Current Filers are no longer subject to the reporting requirements of Section 13
of the Securities and Exchange Act of 1934, as amended.
In Amendment No 1., Heron Point was incorrectly identified as a Missouri
limited partnership. As Indicated above, Heron Point is a Missouri limited
liability company. Mr. Burcham is a manager of Heron Point.
Item 3. Source and Amount of Funds or Other Consideration.
The additional 4,341 shares of the Securities acquired by Mr. McKee and
reported in Item 5(c) were purchased through a broker on a margin account. In
total, 35,378 shares of the Securities are held by Mr. McKee in the margin
account. As of the date of this filing, the amount of indebtedness with respect
to this margin account for the purchase of the Securities was approximately
$155,500.
13
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Item 4. Purpose of the Transaction.
N/A
Item 5. Interest in the Securities of the Issuer.
(a) Mr. McKee is the direct beneficial owner of 35,378 shares of the
Securities, which represent approximately 4.08% of the outstanding shares.
(b) Mr. McKee has the direct power to vote and direct the disposition
of the 35,378 shares held by him.
(c) Since the September 5, 1997, Schedule 13D filing, the following
purchase was made by Mr. McKee through a broker on a margin account:
Purchase Price
Reporting Person Securities Purchased Date (including commissions)
- ---------------- --------------------- -------- -----------------------
Mr. McKee 4,341 09-03-97 $10.97*
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer.
As indicated above, because the Current Filers are unaffiliated with the
Previous Filers and because the Purchase is complete, the Current Filers no
longer have any contract, arrangement, understanding or relationship with the
Previous Filers for the purpose of acquiring, holding, voting or disposing of
the Securities, nor do the Current Filers have any such contract, arrangement,
understanding or relationship with themselves, other than the relationship among
JILP, JCM and McCarthy described in Amendment No. 1 and the other affiliate
relationships among the Current Filers described in Amendment No. 1.
Item 7. Exhibits
99.1 Joint Filing Agreement
- --------
*The 4,341 shares were purchased in a block purchase of 13,382
shares of the Securities. Bradley A. Cochennet ("Mr. Cochennet") purchased the
other 9,041 shares in the block purchase, which represent approximately 1.04% of
the outstanding shares of the Securities. Mr. Cochennet is unaffiliated with any
of the Current Filers or the Previous Filers.
14
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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.
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 22, 1997
JAYHAWK CAPITAL
MANAGEMENT, L.L.C., a
Delaware limited liability company
By:/s/ Kent C. McCarthy
------------------------
Kent C. McCarthy
Manager Date: September 22, 1997
/s/ Kent C. McCarthy
- ------------------------------------
Kent C. McCarthy Date: September 22, 1997
/s/ John McKee Date: September 17, 1997
- ------------------------------------
John McKee
/s/ Chris Garlich Date: September 22, 1997
- ------------------------------------
Chris Garlich
/s/ Monte McDowell Date: September 23, 1997
- ------------------------------------
Monte McDowell
/s/ Bryan P. Collins Date: September 16, 1997
- ------------------------------------
Bryan P. Collins
15
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/s/ David D. French Date: September 13, 1997
- ------------------------------------
David D. French
HOME MEDICAL SPECIALTY
EQUIPMENT, INC., a Missouri
corporation
By:/s/ Monte McDowell Date: September 23, 1997
---------------------------------
Monte McDowell
President
HERON POINT, L.L.C., a Missouri
limited liability company
By:/s/ J. Thomas Burcham Date: September 23, 1997
---------------------------------
J. Thomas Burcham
Manager
/s/ J. Thomas Burcham Date: September 23, 1997
- ------------------------------------
J. Thomas Burcham
16
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EXHIBIT INDEX
99.1 Joint Filing Agreement
17
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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.
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 22, 1997
JAYHAWK CAPITAL
MANAGEMENT, L.L.C., a
Delaware limited liability company
By:/s/ Kent C. McCarthy
-----------------------
Kent C. McCarthy
Manager Date: September 22, 1997
/s/ Kent C. McCarthy
- ------------------------------
Kent C. McCarthy Date: September 22, 1997
/s/ John McKee Date: September 17, 1997
- ------------------------------------
John McKee
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/s/ Chris Garlich Date: September 22, 1997
- ------------------------------------
Chris Garlich
/s/ Monte McDowell Date: September 23, 1997
- ------------------------------------
Monte McDowell
/s/ Bryan P. Collins Date: September 16, 1997
- ------------------------------------
Bryan P. Collins
/s/ David D. French Date: September 13, 1997
- ------------------------------------
David D. French
HOME MEDICAL SPECIALTY
EQUIPMENT, INC., a Missouri
corporation
By:/s/ Monte McDowell Date: September 23, 1997
---------------------------------
Monte McDowell
President
HERON POINT, L.L.C., a Missouri
limited liability company
By:/s/ J. Thomas Burcham Date: September 23, 1997
---------------------------------
J. Thomas Burcham
Manager
/s/ J. Thomas Burcham Date: September 23, 1997
- ------------------------------------
J. Thomas Burcham
19
