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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) August 14, 1997
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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 43-1339136
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(Commission File Number) (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 August 14, 1997, the independent vote inspector engaged by the
Registrant in connection with a Special Meeting of Shareholders held on
August 8, 1997 in Clayton, Missouri (the "Special Meeting"), delivered to the
Registrant certification of the vote count from the Special Meeting. As
described in more detail below, the single proposal voted upon at the Special
Meeting was a proposal to amend certain provisions of the Registrant's
Bylaws. The proposal did not obtain sufficient votes for passage of the
amendment to the Bylaws.
The Special Meeting was called by the Registrant in connection
with a Settlement Agreement dated as of June 24, 1997, entered into by and
between the Registrant and KelCor, Inc., a shareholder of the Registrant
("KelCor"), who had filed a lawsuit against the Registrant on June 5, 1997,
in the Circuit Court of St. Louis County, Missouri. The lawsuit sought, among
other things, (1) a declaratory judgment that shares in excess of 9.8% of the
outstanding shares of the Registrant 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 Registrant's Bylaws and therefore were not
entitled to vote or be considered in determining the presence of a quorum on
any matter on which the Registrant's shares are entitled to vote and (2) an
injunction to enjoin the Registrant from, among other things, soliciting or
voting any proxies in connection with, or conducting, any annual or special
meeting of shareholders.
Pursuant to the Settlement Agreement, the Registrant agreed to,
among other things, postpone its Annual Meeting of Shareholders which had
been previously called for July 3, 1997, and call the Special Meeting to vote
on an amendment to Section 8.8 of the Bylaws, that would, among other things,
suspend application and enforcement of the Bylaws in such a way as to clarify
that the shares held by the PICO Group were not Excess Shares.
The affirmative vote of 62% of the issued and outstanding shares
of the Registrant was required to amend the Bylaws in the foregoing manner.
The final certified vote showed that approximately 45.4% of the issued and
outstanding shares voted in favor of the proposal. As a result, the proposal
failed.
On August 27, 1997, KelCor voluntarily dismissed, without
prejudice, its lawsuit against the Registrant.
On August 28, 1997, Nooney Krombach Company, a Missouri
corporation and the company which serves as manager of the Registrant's
properties ("Nooney Krombach"), entered into a Master Agreement (the "Master
Agreement") with CGS Real Estate Company, a Texas corporation ("CGS") and
Nooney Real Estate Company, a Missouri corporation, an indirect subsidiary of
CGS ("Acquisition Subsidiary"), providing for, among other things, the sale
of certain assets of Nooney Krombach to the Acquisition Subsidiary, including
the property management contracts by and between the Registrant and Nooney
Krombach for each of the Registrant's properties. Upon consummation of the
sale of such assets, which is expected to occur on September 30, 1997,
subject to the satisfaction or waiver of all conditions thereto, the
Acquisition Subsidiary will become the Registrant's property manager.
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In addition, pursuant to the Master Agreement, Nooney Krombach has
agreed to use its best efforts to cause the owners of all partnership interests
in Nooney Advisors Ltd., L.P., the Registrant's advisor, to sell such interests
to CGS. If such sale is consummated, the Registrant's advisor will be CGS , or
a subsidiary thereof, subject to the approval of the independent directors.
CGS Real Estate Company currently manages through its wholly-owned
subsidiaries 15 million square feet of property for third party owners, its
own account, and several public partnership programs where the company acts
as general partner. The company is owned by Mr. William J. Carden and John
N. Galardi.
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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: September 11, 1997 By: /s/ Gregory J. Nooney, Jr.
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Gregory J. Nooney, Jr.
Chairman of the Board and
Chief Executive Officer
