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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
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)
Steven M. Baumer
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, MO 63102
(314) 259-2554
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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).
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CUSIP NO. 655379105 SCHEDULE 13D Page 1 of 8 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
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CUSIP NO. 655379105 SCHEDULE 13D Page 2 of 8 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
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CUSIP NO. 655379105 SCHEDULE 13D Page 3 of 8 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
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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* PN
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* SEE INSTRUCTIONS
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CUSIP NO. 655379105 SCHEDULE 13D Page 4 of 8 Pages
Item 1. Security and Issuer
This Statement on Schedule 13D ("Statement") relates to shares of Common
Stock, $1.00 par value 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.
Item 2. Identity and Background
This Statement is 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").
Each of Kissimee, No.-So., and Carden has his/its principal business
address at 5850 San Felipe, Suite 450, Houston, Texas 77057. Each Reporting
Person's principal business is participating in the acquisition and ownership of
commercial and residential real estate and investing in entities that are
involved in the acquisition and ownership of commercial and residential real
estate.
Carden is the president of Kissimee and No.-So., which is the general
partner of Kissimee. As the general partner of Kissimee, No.-So., has the power
to control the voting and disposition of the Shares reported in Item 5. As
president of No.-So., Carden has control over the manner in which No.-So.
exercises its power to vote and dispose of the Shares reported in Item 5. In
addition to his relationships with the Reporting Persons, Carden is a Director,
Chairman of the Board, and Chief Executive Officer of the Issuer. Carden also is
founder and President of CGS Real Estate Company, Inc., whose principal place of
business is located in Houston, Texas. For further information about Carden's
relationship with the Issuer and the Reporting Persons, see the Issuer's Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K.
During the past five years, neither the Reporting Persons nor, to the best
of their knowledge, any director, officer, or general partner of a Reporting
Person 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 it 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.
The Reporting Persons acknowledge that they constitute a group and that
pursuant to Rule 13d-5(b) of the Securities Exchange Act of 1934, the group is
deemed to beneficially own all of the shares.
Item 3. Source and Amount of Funds or Other Consideration
On October 17, 1997, Kissimee acquired 7,000 Shares for $76,983.25, and on
December 30, 1997, it acquired an additional 4,000 Shares for $44,512. The
transaction giving rise to the submission of this Statement occurred on June 19,
1998, when Kissimee acquired 56,150 Shares for $544,098.50 and 2,000 Shares for
$18,255. Kissimee obtained the funds to purchase the Shares reported on this
Statement from capital contributions by its partners. The Reporting Persons did
not purchase any of the Shares reported on this Statement with borrowed funds.
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CUSIP NO. 655379105 SCHEDULE 13D Page 5 of 8 Pages
Item 4. Purpose of Transaction
The purpose of the Reporting Persons' acquisition of the 69,150 Shares
reported in Item 5 is for investment purposes and to increase their voting power
as shareholders of the Issuer. By increasing their voting power, the Reporting
Persons will be able to exert greater influence over matters that require
shareholder approval, such as the election of directors of the Issuer. Carden
currently is a Director, Chairman of the Board, and Chief Executive Officer of
the Issuer.
On December 10, 1997, at a Special Board meeting, all of the Independent
Directors voted unanimously to change the governance and management of the
Issuer to that of an internally self-managed Trust. As a result, the officers
and directors of the Issuer are now responsible for the day to day management of
the Issuer.
Certain shareholders of the Issuer have formed a committee to oppose the
current management of the Issuer. This committee, or various members thereof,
are parties to two lawsuits relating to the Issuer. One lawsuit, which was
initiated by the Issuer, involves a dispute over the validity of certain Shares.
The other lawsuit, which was initiated by members of the committee described
above, sought to require the Issuer to hold an annual meeting of the Issuer's
shareholders. This second lawsuit has been terminated in favor of the Issuer.
For information about the ongoing litigation, see the Issuer's Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
From time to time and in compliance with the federal securities laws, the
Reporting Persons may either sell the Shares that they own or seek to acquire
additional Shares, subject to the 9.8 percent ownership limitation imposed by
the by-laws of the Issuer.
Except as described in this Statement, at this time, the Reporting Persons
do not have any specific plans or proposals which would relate to, or would
result in: (i) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary
corporate transaction, such as a merger, reorganization, or liquidation,
involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (iv) any
change in the present management of the Issuer, including any plans or proposals
to change the number or term of Directors or to fill any vacancies on the Board;
(v) any material change in the present capitalization or dividend policy of the
Issuer; (vi) any other material change in the Issuer 's business or corporate
structure; (vii) changes in the Issuer's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (viii) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (x) any action similar to those enumerated above.
The Reporting Persons reserve the right to change the purpose or purposes
described above or whether to adopt plans or proposals of the type specified
above.
Item 5. Interest in Securities of the Issuer:
(a) The aggregate number and percentage of the Securities to which this
Schedule 13D relates is 69,150 shares, representing approximately 7.98% of the
866,624 shares outstanding shares as reported by Issuer on its Quarterly Report
on Form 10-Q filed on May 14, 1998. The Shares reported in Item 5 were acquired
by Kissimee; however, by virtue of the Reporting Persons being a group, the
group is deemed to beneficially own all 69,150 shares.
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CUSIP NO. 655379105 SCHEDULE 13D Page 6 of 8 Pages
(b) Kissimee has the direct power to vote and direct the disposition of the
Shares held by it. By virtue of their relationship with Kissimee, as described
in Item 2, No.-So. and Carden may be deemed to share the power to vote and
direct the disposition of the Shares held by Kissimee.
(c) The only purchase of Shares by the Reporting Persons during the last
sixty days was the acquisition of 58,150 Shares by Kissimee on June 19, 1998,
for $562,353.50. The 58,150 Shares were purchased on the open market 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 Shares
other than the Reporting Persons identified herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Please see Item 2 for a description of the relationships among the
Reporting Persons. Other than as described above, to the Reporting Persons' best
knowledge, no Reporting Person has any contract, arrangement, understanding, or
relationship (legal or otherwise) with any person with respect to the Shares,
including, but not limited to, transfer or voting of any such Shares, 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.
Item 7. Material to be Filed as Exhibits
99.1 Joint Filing Agreement
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CUSIP NO. 655379105 SCHEDULE 13D Page 7 of 8 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: June 29, 1998
KISSIMEE SQUARE ASSOCIATES, LTD., a Texas
limited partnership
By: NO.-SO., INC., a Texas corporation, general
partner
By: /s/ William J. Carden
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William J. Carden
Its: President
NO.-SO., INC., a Texas corporation
By: /s/ William J. Carden
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William J. Carden
Its: President
/s/ William J. Carden
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William J. Carden
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CUSIP NO. 655379105 SCHEDULE 13D Page 8 of 8 Pages
EXHIBIT 99.1
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 29th day of June, 1998.
KISSIMEE SQUARE ASSOCIATES, LTD., a Texas
limited partnership
By: NO.-SO., INC., a Texas corporation, general
partner
By: /s/ William J. Carden
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William J. Carden
Its: President
NO.-SO., INC., a Texas corporation
By: /s/ William J. Carden
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William J. Carden
Its: President
/s/ William J. Carden
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William J. Carden
