SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934*
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)
08/13/97
(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 13 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.
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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
43,513
(9) Sole Dispositive Power
None
(10) Shared Dispositive Power
43,513
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
43,513
(12) Check Box if the Aggregate Amount in Row (11) _______
Excludes Certain Shares*
(13) Percent of Class Represented by Amount in Row (11)
5.02%
(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
43,513
(9) Sole Dispositive Power
None
(10) Shared Dispositive Power
43,513
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
43,513
(12) Check Box if the Aggregate Amount in Row (11) _______
Excludes Certain Shares*
(13) Percent of Class Represented by Amount in Row (11)
5.02%
(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 100
by each reporting
person with: (8) Shared Voting Power
None
(9) Sole Dispositive Power
100
(10) Shared Dispositive Power
None
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
100
(12) Check Box if the Aggregate Amount in Row (11) _______
Excludes Certain Shares*
(13) Percent of Class Represented by Amount in Row (11)
0.01%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
5
<PAGE>
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") and Daniel W. Pishny, CPA
("Mr. Pishny"). 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 previously 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, 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.
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. The court has set October 20,
1997, as the trial date to determine the voting rights of the excess shares.
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 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. John W. Alvey ("Mr. Alvey")
is the President of KelCor and the only other director and executive officer of
KelCor. Mr. Alvey is a citizen of the United States whose business address is
1100 Main, Suite 2100, Kansas City, Missouri 64105. Besides being
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President of KelCor, Mr. Alvey is also Executive Vice President and Chief
Financial Officer 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. Mr. Alvey is
responsible for the day-to-day accounting functions, risk management and taxes
for Maxus and its managed properties. 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. Alvey has no other
interest in the Securities, nor any contract, arrangement, understanding or
relationship with respect to the Securities.
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. As indicated above,
Mr. Johnson is currently 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. 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.
During the past five years, neither any of the Reporting Persons nor, to
the best of the Reporting Persons' knowledge, Mr. Alvey has 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 formation of the Shareholder Committee, the Shareholder
Committee and Ms. Castetter may be deemed to be a group. The Reporting Persons
acknowledge that they constitute a group. Pursuant to Rule 13d-5(b) of the
Securities Exchange Act of 1934, the group is deemed to beneficially own all of
the shares of the individual shares of the group.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds used by the Reporting Persons to acquire the
Securities reported in Item 5(c) was $5,408.94 (including commissions). The 500
shares were acquired by Mr. Johnson and Ms. Castetter through a broker on a
margin account. 2400 shares of the Securities are held by Mr. Johnson and Ms.
Castetter in a joint margin account (including the 500 shares reported in Item
5(a)), and 41,113 shares of the Securities are held by KelCor on a margin
7
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account. As of the date of this filing, the amount of indebtedness with respect
to these two margin accounts for purchases of the Securities was approximately
$11,700 and $200,000, respectively.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Securities is to increase the
Reporting Persons' ability to cause Nooney to take actions that will increase
the value of the Securities. The Reporting Persons currently plan, under the
appropriate circumstances, to purchase additional shares of the Securities from
time to time on the open market. In addition, the Reporting Persons also intend
to make private offers to purchase the Securities of certain individual Nooney
shareholders. The Reporting Persons' 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 rule 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%.
As indicated above, the Shareholder Committee successfully solicited
proxies in opposition to the Bylaw Amendment proposed by Management at the
Special Meeting. KelCor has filed a lawsuit requesting that the shares acquired
by a shareholder in excess of 9.8% not be entitled to vote at the next annual
meeting of the Nooney shareholders. 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 plans to recruit and nominate a slate of
directors who, if elected, will investigate the implementation of 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.
If the Shareholder Committee's slate of directors were to be elected, the
Shareholder Committee would request that the new Nooney management investigate
potential remedies for violations of the bylaw restriction prohibiting the
acquisition of shares of the Securities in excess of 9.8% of the outstanding
shares. The Shareholder Committee may also request the new Nooney management 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 43,613 shares, representing 5.03% 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
43,613 shares. In addition, each of the Reporting Persons may be deemed to
share indirect beneficial ownership of the Securities beneficially owned by the
other Reporting Persons because of the formation of the group. However, each
individual Reporting Person
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disclaims any indirect beneficial ownership of shares owned by other individual
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 2,400 shares of the
Securities that are jointly owned by Mr. Johnson and Ms. Castetter, representing
approximately .28% 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 1,900 shares of the
Securities held jointly with Mr. Johnson, which represent approximately .28% 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. Pishny is the direct beneficial owner of 100 shares of the
Securities, which are held jointly with his wife and which represent
approximately .01% of the outstanding shares. Mr. Pishny disclaims all such
beneficial ownership, however.
Mr. Johnson's mother and sister, Ms. Vonda L. Johnson and Ms. Janet
Johnson, own 894 and 400 shares, respectively, which represent approximately
.13% of the outstanding shares of the Securities. The Reporting Persons deny
that either Ms. Vonda L. Johnson or Ms. Janet Johnson are part of the group and
disclaim any beneficial ownership of such shares. Furthermore, Mr. Johnson
disclaims any beneficial ownership of such shares because he has no power to (i)
vote or to direct the vote or (ii) dispose or direct the disposition of these
shares.
(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. Pishny has the direct power to vote and direct the disposition of
the 100 shares held by him.
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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) The only purchase of shares of the Securities by the Reporting
Persons during the last sixty days was Mr. Johnson's and Ms. Castetter's
acquisition of 500 shares on August 13, 1997, for $10.50 per share (exclusive of
commission). The purchase was affected by Mr. Johnson and Ms. Castetter in an
open market transaction through a broker.
(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.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer.
Neither any of the Reporting Persons nor, to the Reporting Persons'
best knowledge, Mr. Alvey has 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. Reporting Persons do have plans to oppose certain
actions of the Management and, as indicated above, possibly to make nominations
for the next board of directors of Nooney. The Reporting Persons do not,
however, have any agreement, written or otherwise, to vote together in any
fashion.
Item 7. Exhibits.
99.1 Joint Filing Agreement
10
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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: August 23, 1997
Name: David L. Johnson
Title: Vice President
/s/ David L. Johnson Date: August 23, 1997
David L. Johnson
/s/ Sandra L. Castetter Date: August 23, 1997
Sandra L. Castetter
/s/ Daniel W. Pishny Date: August 22, 1997
Daniel W. Pishny
11
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EXHIBIT INDEX
99.1 Joint Filing Agreement
12
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 23rd day of August, 1997.
KELCOR, INC., a Missouri corporation
By: /s/ David L. Johnson
Name: David L. Johnson
Title: Vice President
/s/ David L. Johnson
David L. Johnson
/s/ Sandra L. Castetter
Sandra L. Castetter
/s/ Daniel W. Pishny
Daniel W. Pishny
13
