UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1
NOONEY REALTY TRUST, INC.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Classes of Securities)
655379105
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(CUSIP Number)
William J. Carden
Suite 450
5850 San Felipe
Houston, TX 77057
(713) 706-6200
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 1998
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(Date of Event Which Requires Filing of This Statement
If the filing 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 [ ].
(Continued on following pages)
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* 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 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).
<PAGE>
CUSIP NO. 655379105 SCHEDULE 13D Page 1 of 6 Pages
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1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
William J. Carden
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS* OO
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER NONE
NUMBER OF SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 69,150
OWNED BY EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER NONE
PERSON WITH: --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 69,150
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,150
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13) Percent of Class Represented by Amount in Row (11)
8.0%
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14) Type of Reporting Person* IN
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* SEE INSTRUCTIONS
<PAGE>
CUSIP NO. 655379105 SCHEDULE 13D Page 2 of 6 Pages
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1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
No.-So., Inc.
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS* OO
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER NONE
NUMBER OF SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 69,150
OWNED BY EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER NONE
PERSON WITH: --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 69,150
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,150
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13) Percent of Class Represented by Amount in Row (11)
8.0%
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14) Type of Reporting Person* CO
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* SEE INSTRUCTIONS
<PAGE>
CUSIP NO. 655379105 SCHEDULE 13D Page 3 of 6 Pages
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1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Kissimee Square Associates, Ltd.
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS* OO
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER NONE
NUMBER OF SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 69,150
OWNED BY EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER NONE
PERSON WITH: --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 69,150
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,150
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
8.0%
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14) Type of Reporting Person* PN
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* SEE INSTRUCTIONS
<PAGE>
CUSIP NO. 655379105 SCHEDULE 13D Page 4 of 6 Pages
Introduction
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D relates to the
common stock, par value $1.00 per share (the "Shares") of Nooney Realty Trust,
Inc. ("Issuer"). The address of the principal executive offices of the Issuer is
500 North Broadway, St. Louis, Missouri 63102. This Amendment No. 1 amends the
Schedule 13D filed by William J. Carden, a United States citizen ("Carden"),
Kissimee Square Associates, Ltd., a Texas limited partnership ("Kissimee"), and
No.-So., Inc., a Texas corporation ("No.-So." and together with Carden and
Kissimee each a "Reporting Person" and collectively "Reporting Persons") on June
29, 1998.
Except as specifically provided herein, this Amendment No. 1 does not
modify any of the information previously reported on the original Schedule 13D
filed on June 29, 1998.
Item 2. Identity and Background
The Schedule 13D incorrectly identified Carden as the president of
Kissimee. As a limited partnership, Kissimee does not have any officers. As set
forth in the Schedule 13D, Carden is the president of No.-So., the general
partner of Kissimee.
Item 4. Purpose of Transaction
As previously reported in the Schedule 13D, Carden is a Director, Chairman
of the Board and Chief Executive Officer of the Issuer. Carden entered into a
Nonqualified Stock Option Agreement (the "Option Agreement") dated as of March
1, 1998 by and between Carden and the Issuer pursuant to which the Issuer
granted Carden an option to purchase all or any part of 50,000 Shares at the
purchase price of $10.00 per Share. The right to exercise such option is
restricted so that no Shares may be purchased during the first year of the term
of the option, unless certain events specified in the Option Agreement occur
during such year or thereafter, which events would cause an immediate
acceleration of the option so that all of the Shares granted pursuant to the
option could be immediately purchased by Carden. These acceleration events
include the termination of Carden's employment other than for cause during the
term of the option or the sale of all or substantially all of the assets of the
Issuer during the term of the option. After the end of the first year of the
option, the option becomes exercisable as follows: at any time during the term
of the option after the end of the first year from March 1, 1998, Carden may
purchase up to 20% of the total number of Shares to which the option relates;
that at any time during the term of the option after the end of the second year
from March 1, 1998, Carden may purchase up to an additional 20% of the total
number of Shares to which the option relates; and that at any time after the end
of the third year from March 1, 1998, Carden may purchase up to an additional
20% of the total number of Shares to which the option relates; that at any time
during the term of the option after the end of the fourth year from March 1,
1998, Carden may purchase up to an additional 20% of the total number of Shares
to which this option relates; and that at any time after the end of the fifth
year from March 1, 1998, Carden may purchase up to an additional 20% of the
total number of Shares to which the option relates; so that upon the expiration
of the fifth year from March 1, 1998 and thereafter during the term of the
Option Agreement, Carden will have become entitled to purchase the entire number
of Shares to which the option relates. Carden may exercise each portion of the
option for a period of five (5) years after each such portion becomes
exercisable as set forth in the Option Agreement. The purchase price of the
Shares subject to the option may be paid for (i) in cash, (ii) in the discretion
of the Board of Directors, by tender of Shares already
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CUSIP NO. 655379105 SCHEDULE 13D Page 5 of 8 Pages
owned by Carden, or (iii) in the discretion of the Board of Directors, by a
combination of the foregoing methods of payment.
As of May 28, 1998, the Issuer and Carden entered into Amendment No. 1 to
Nonqualified Stock Option Agreement pursuant to which the parties agreed to
amend the option granted pursuant to the Option Agreement so as to provide that
neither the existence of such option or the exercise of such option with respect
to any given Share shall be permitted if it were to violate the Bylaws of the
Company.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Please see Item 4 for a description of (i) the Option Agreement to which
Carden and the Issuer are parties and (ii) the amendment thereto.
Item 7. Material to be Filed as Exhibits
99.2 Joint Filing Agreement.
99.3 Nonqualified Stock Option Agreement dated March 1, 1998 by and
between Nooney Realty Trust, Inc. and William J. Carden.
99.4 Amendment No. 1 to Nonqualified Stock Option Agreement dated as
of May 28, 1998 by and between Nooney Realty Trust, Inc. and
William J. Carden.
<PAGE>
CUSIP NO. 655379105 SCHEDULE 13D Page 6 of 6 Pages
SIGNATURE
The undersigned hereby agrees that this statement is filed on behalf of
each of the Reporting Persons.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth on this statement is true, complete and
correct.
Dated: July 2, 1998
KISSIMEE SQUARE ASSOCIATES, LTD., a Texas
limited partnership
By: NO.-SO., INC., a Texas corporation, general
partner
By: /s/ William J. Carden
--------------------------------------
William J. Carden
Its: President
NO.-SO., INC., a Texas corporation
By: /s/ William J. Carden
--------------------------------------
William J. Carden
Its: President
/s/ William J. Carden
-------------------------------------------
William J. Carden
<PAGE>
EXHIBIT 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(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 2nd day of July, 1998.
KISSIMEE SQUARE ASSOCIATES, LTD., a Texas limited
partnership
By: NO.-SO., INC., a Texas corporation, general
partner
By: /s/ William J. Carden
-----------------------------------
William J. Carden
Its: President
NO.-SO., INC., a Texas corporation
By: /s/ William J. Carden
----------------------------------
William J. Carden
Its: President
/s/ William J. Carden
----------------------------------------
William J. Carden
EXHIBIT 99.3
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the 1st day of March, 1998, by and between
NOONEY REALTY TRUST, INC., a Missouri corporation (hereinafter called the
"Company"), and WILLIAM J. CARDEN (hereinafter called "Optionee"),
WITNESSETH THAT:
WHEREAS, Optionee is serving as Chief Executive Officer of the Company and,
in connection therewith, the Board of Directors of the Company ("Board of
Directors") desires to grant Optionee a stock option;
NOW, THEREFORE, in consideration of the premises, and of the mutual
agreements hereinafter set forth, it is covenanted and agreed as follows:
1. Grant and Terms of Option. Pursuant to action of the Special Committee
for Employment Agreements of the Board of Directors, which action was taken on
February 27, 1998, effective March 1, 1998 ("Date of Grant"), the Company grants
to Optionee the option to purchase all or any part of fifty thousand (50,000)
shares of the Common Stock of the Company, of the par value of $1.00 per share
("Common Stock") at the purchase price of $10.00 per share. The right to
exercise such option shall be, and is hereby, restricted so that no shares may
be purchased during the first year of the term hereof; that at any time during
the term of this option after the end of the first year from the Date of Grant,
Optionee may purchase up to 20% of the total number of shares to which this
option relates; that at any time during the term of this option after the end of
the second year from the Date of Grant, Optionee may purchase up to an
additional 20% of the total number of shares to which this option relates; and
<PAGE>
that at any time after the end of the third year from the Date of Grant,
Optionee may purchase up to an additional 20% of the total number of shares to
which this option relates; that at any time during the term of this option after
the end of the fourth year from the Date of Grant, Optionee may purchase up to
an additional 20% of the total number of shares to which this option relates;
and that at any time after the end of the fifth year from the Date of Grant,
Optionee may purchase up to an additional 20% of the total number of shares to
which this option relates; so that upon the expiration of the fifth year from
the Date of Grant and thereafter during the term hereof, Optionee will have
become entitled to purchase the entire number of shares to which this option
relates. Notwithstanding the foregoing, in the event Optionee's employment is
terminated for any reason other than one described in Paragraph 5, or in the
event the Company shall sell all or substantially all of its assets or is
otherwise liquidated, Optionee may purchase 100% of the total number of shares
to which this option relates so long as such sale or liquidation or termination
occurs prior to the time the option by its own terms would have expired.
Optionee may exercise each portion of the option for a period of five (5) years
after each such portion becomes exercisable as hereinabove set forth. The
purchase price of the shares subject to the option may be paid for (i) in cash,
(ii) in the discretion of the Board of Directors, by tender of shares of Common
Stock already owned by Optionee, or (iii) in the discretion of the Board of
Directors, by a combination of methods of payment specified in clauses (i) and
(ii).
2. Anti-Dilution Provisions. In the event that, during the term of this
Agreement, there is any change in the number of shares of outstanding Common
Stock of the Company by reason of stock dividends, recapitalizations, mergers,
consolidations, split-ups, combinations or exchanges of shares and the like, the
number of shares covered by this option agreement and the price thereof shall be
adjusted, to the same proportionate number of shares and price as in this
original agreement.
<PAGE>
3. Registration of Shares. The Company agrees to register under the
Securities Act of 1933, as amended, and any state securities law the issuance of
shares pursuant to any exercise of the option so that, upon such exercise,
Optionee will receive shares which shall not be "restricted securities" as such
term is defined in Rule 144 of the Securities and Exchange Commission.
4. Non-Transferability. Neither the option hereby granted nor any rights
thereunder or under this Agreement may be assigned, transferred or in any manner
encumbered except by will or the laws of descent and distribution, and any
attempted assignment, transfer, mortgage, pledge or encumbrance except as herein
authorized, shall be void and of no effect. The option may be exercised during
Optionee's lifetime only by him.
5. Termination of Employment. In the event Optionee's employment is
terminated on account of death or illness or other physical or mental
incapacity, the option hereby granted may be exercised by Optionee (or
Optionee's successor in interest, if Optionee has died), to the extent Optionee
was entitled to exercise it at the time of such death or termination of
employment at any time within six (6) months after such death or termination,
but not after five (5) years from the date the relevant portion of the option
first becomes exercisable pursuant to Paragraph 1. Any unexercised portion of
the option shall expire at the end of such six (6) month period. In the event
Optionee's employment is terminated for "Cause" (as hereinafter defined) the
option hereby granted shall immediately expire. For purposes of this agreement
the term "Cause" shall mean any of the following:
<PAGE>
(a) optionee shall have been adjudged civilly liable for any material
breach of his duties under his employment agreement or of his fiduciary
duties to the Company;
(b) Optionee shall have been convicted of a felony against a person or
property;
(c) Optionee shall have willfully failed to perform his duties under
his employment agreement or be in material breach thereof and such failure
or breach shall have continued for 30 days after written notice thereof
shall have been given to Optionee by the Company; or
(d) The "Adjusted Funds From Operations" of the Company, as defined in
Exhibit A hereto, for the fiscal year ended December 31, 2000, as
determined in good faith by the Company's certified public accountants, is
less than $1,998,710. Nothing herein shall confer on Optionee any right to
continue in the employ of the Company or any subsidiary or interfere in any
way with the right of the Company or any subsidiary thereof to terminate
his employment at any time.
6. Shares Issued on Exercise of Option. It is the intention of the Company
that on any exercise of this option it will transfer to Optionee shares of its
authorized but unissued stock or transfer Treasury shares, or utilize any
combination of Treasury shares and authorized but unissued shares, to satisfy
its obligations to deliver shares on any exercise hereof.
7. Board of Directors Administration. This option has been granted pursuant
to a determination made by the Board of Directors, and the Board of Directors,
subject to the express terms of this option, shall have plenary authority to
interpret any provision of this option and to make any determinations necessary
or advisable for the administration of this option and the exercise of the
rights herein granted, and may waive or amend any provisions hereof in any
manner not adversely affecting the rights granted to Optionee by the express
terms hereof.
8. Option Not an Incentive Stock Option. This option shall not be treated
as an incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its President, pursuant to due authorization, and Optionee has
signed this Agreement to evidence his acceptance of the option herein granted
and of the terms hereof, all as of the date hereof.
NOONEY REALTY TRUST, INC.
By /s/ Patricia A. Nooney
--------------------------------
President
/s/ William J. Carden
------------------------------------
WILLIAM J. CARDEN
<PAGE>
EXHIBIT A
"Adjusted Funds From Operations" shall be defined as Funds From Operation "FFO"
as set forth below and as interpreted in the 1991 NAREIT White Paper, adjusted
by adding back to FFO:
1. Expenses incurred for the year ended December 31, 2000 for legal fees
in connection with pending and threatened litigation and related
accruals for estimated litigation losses,
2. Direct out-of-pocket expenses for the year ended December 31, 2000
related to contested shareholder meetings including attorneys',
accountants', other consultants' fees and supplies and postage for
mailings to shareholders, and
3. Deferred compensation expense for the year ended December 31, 2000
recognized in accordance with Section 2(a) of this Agreement and
Section 2(a) of the Thurber employment agreement also dated March 1,
1998.
Furthermore, net income, as set forth in the definition of FFO below for the
year ending December 31, 2000 will be recognized on the basis of accounting
principles and estimates consistently applied with those utilized for the year
ended December 31, 1997.
Funds From Operations means net income (computed in accordance with generally
accepted accounting principles), excluding gains (or losses) from debt
restructuring and sales of property, plus depreciation and amortization, and
after adjustments for unconsolidated partnerships and joint ventures.
Adjustments for unconsolidated partnerships and joint ventures will be
calculated to reflect funds from operations on the same basis.
EXHIBIT 99.4
AMENDMENT NO. 1 TO
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT, made as of the 28th day of May, 1998, by and between NOONEY
REALTY TRUST, INC., a Missouri corporation (hereinafter called the "Company"),
and WILLIAM J. CARDEN (hereinafter called "Optionee"),
WITNESSETH THAT:
WHEREAS, Optionee is serving as Chief Executive Officer of the Company and,
in connection therewith, the Board of Directors of the Company ("Board of
Directors") have heretofore granted to Optionee a stock option pursuant to the
terms of that certain Nonqualified Stock Option Agreement dated as of March 1,
1998 by and between the Company and Optionee (the "Nonqualified Stock Option
Agreement");
WHEREAS, Optionee and the Company desire to amend such Nonqualified Stock
Option Agreement as of the date hereof in the manner set forth below.
NOW, THEREFORE, in consideration of the premises, and of the mutual
agreements hereinafter set forth, it is covenanted and agreed as follows:
1. The parties hereto agree to add a new Paragraph 9 to the Nonqualified
Stock Option Agreement as follows:
"9. Certain Limitations. Notwithstanding anything to the contrary
contained herein or elsewhere, the option granted to Optionee pursuant to
Paragraph 1 hereof shall automatically become void ab initio (from the
beginning) without any further action on the part of any party whatsoever
to the extent, and only to the extent, that the existence of such option or
the exercise of such option with respect to any given share of Common Stock
<PAGE>
on the terms set forth herein by the Optionee would violate or would result
in the violation of any of the terms and conditions of the Bylaws of the
Company, including, without limitation, the provisions of Section 8.8(a) of
the Bylaws relating to the 9.8% ownership limitation set forth therein.
This provision shall not affect the option in any manner whatsoever to the
extent that the existence or exercise of such option will not or will not
result in a violation of the terms of the Bylaws of the Company."
2. This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
one and the same instrument.
3. Except as specifically amended hereby, the terms and conditions of the
Nonqualified Stock Option Agreement shall remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on
its behalf by its President, pursuant to due authorization, and Optionee has
signed this Agreement to evidence his agreement to the foregoing Amendment, all
as of the date first above written.
NOONEY REALTY TRUST, INC.
By /s/ Patricia A. Nooney
-----------------------------------
President
/s/ William J. Carden
--------------------------------------
WILLIAM J. CARDEN
