<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
08/26/97
(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 10 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).
1
<PAGE>
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.
2
<PAGE>
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
80,682
(9) Sole Dispositive Power
None
(10) Shared Dispositive Power
80,682
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
80,682
(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* ______
(13) Percent of Class Represented by Amount in Row (11)
9.31%
(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
<PAGE>
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
80,682
(9) Sole Dispositive Power
None
(10) Shared Dispositive Power
80,682
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
80,682
(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* _____
(13) Percent of Class Represented by Amount in Row (11)
9.31%
(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
<PAGE>
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 4,100
by each reporting
person with: (8) Shared Voting Power
None
(9) Sole Dispositive Power
4,100
(10) Shared Dispositive Power
None
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
4,100
(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* ______
(13) Percent of Class Represented by Amount in Row (11)
0.47%
(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
<PAGE>
CUSIP Number 655379105
(1) Name of Reporting Person
John W. Alvey
(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 18,000
by each reporting
person with: (8) Shared Voting Power
----
(9) Sole Dispositive Power
18,000
(10) Shared Dispositive Power
----
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
18,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* ______
(13) Percent of Class Represented by Amount in Row (11)
2.08%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
6
<PAGE>
INTRODUCTORY STATEMENT
This Amendment No. 3 ("Amendment No. 3") to 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.
Amendment No. 3 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, and
September 24, 1997 to add the additional information set forth herein.
Except as specifically provided herein, this Amendment No. 3 does not
modify any of the information previously reported on the original report on
Schedule 13D, and the amendments thereto.
Item 3. Source and Amount of Funds or Other Consideration. --Add the following:
With respect to the 18,000 shares of the Securities acquired by Mr.
Alvey, which are reported in Item 5(c) and which were purchased through a broker
on a margin account, $90,000 of the funds used to fund the margin account to
purchase such shares were obtained by Mr. Alvey from a demand loan by Mr.
Johnson at an interest rate of 7% on an unsecured and unrestricted basis.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer. --Add the following:
Mr. Johnson plans to offer loans of up to $5,000 each to seven (7)
employees of corporations in which Mr. Johnson is a principal shareholder with
the requirement that such employees purchase shares of the Securities. Mr.
Johnson will have no security interest in, voting power over or investment power
with respect to such shares. Mr. Johnson intends to forgive 20% of the loan each
year that such employees continue to be employed by corporations in which Mr.
Johnson is a principal shareholder as a bonus for continuing their employment.
Item 7. Exhibits.
99.1 Joint Filing Agreement
7
<PAGE>
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: February 3, 1998
-----------------------------------------
David L. Johnson
Vice President
/s/ David L. Johnson Date: February 3, 1998
- -----------------------------------------
David L. Johnson
/s/ Sandra L. Castetter Date: February 3, 1998
- -----------------------------------------
Sandra L. Castetter
/s/Daniel W. Pishny Date: February 3, 1998
- -----------------------------------------
Daniel W. Pishny
/s/John W. Alvey Date: February 3, 1998
- -----------------------------------------
John W. Alvey
8
<PAGE>
EXHIBIT INDEX
99.1 Joint Filing Agreement
9
<PAGE>
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.
KELCOR, INC., a Missouri corporation
By: /s/ David L. Johnson Date: February 3, 1998
-----------------------------------------
David L. Johnson
Vice President
/s/ David L. Johnson Date: February 3, 1998
- -----------------------------------------
David L. Johnson
/s/ Sandra L. Castetter Date: February 3, 1998
- -----------------------------------------
Sandra L. Castetter
/s/Daniel W. Pishny Date: February 3, 1998
- -----------------------------------------
Daniel W. Pishny
/s/John W. Alvey Date: February 3, 1998
- -----------------------------------------
John W. Alvey
10
