UNITED STATES
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) November 9, 1999
NOONEY REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 00-13457 48-1339136
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1100 Main, Suite 2100, Kansas City, MO 64105
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (816) 421-4670
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Item 1. Changes in Control of Registrant.
On October 19, 1999, the Trust entered into a Settlement Agreement (the
"Settlement Agreement") relating to a lawsuit filed in the Circuit Court of
Jackson County, Missouri on August 18, 1997 by the Trust entitled Nooney Realty
Trust, Inc. V. David Johnson, et al. (the "Lawsuit"). The closing under the
Settlement Agreement occurred on November 9, 1999 (the "Closing").
The Lawsuit was filed by the Trust. Among other claims, the Trust had asked
for a declaratory judgment against certain individuals and entities who hold
shares of the Trust. The Trust initiated a suit to obtain a judicial
determination of the validity and status of some of the Trust's shares (known as
"Excess Shares"). On April 27, 1999, the Court entered summary judgment for the
defendants on the Trust's declaratory judgment count and designated its decision
for appeal without awaiting resolution of the Trust's remaining claims. Prior to
the settlement, the Trust had appealed the Court's judgment to the Missouri
Court of Appeals for the Western District.
Pursuant to the Settlement Agreement, (i) CGS Real Estate Company, Inc.
("CGS") and certain of its affiliates have sold all their shares of common stock
in the Trust owned beneficially or of record by CGS or its affiliates (75,763
shares) to NKC Associates, L.L.C. (37,881) and Chris Garlich (37,882) at a price
of $10.00 per share, (ii) Lawrence E. Fiedler, and James P. Ingram resigned as
members of the Board of Trustees, and each of William J. Carden, Thomas N.
Thurber, Gregory J. Nooney, Jr., Glenda F. White and Patricia A. Nooney resigned
as officers of the Trust effective as of the Closing, (iii) Robert B. Thomson
and Monte McDowell were elected by the Board of Directors to fill the vacancies
created by the resignations of the two members of the Board of Trustees, (iv)
CGS and its affiliates have terminated each of the management and other services
agreements between CGS and its affiliates and the Trust, (v) the Lawsuit was
dismissed pursuant to stipulations of dismissal with prejudice signed by each of
the parties to the Lawsuit and (vi) William J. Carden and Thomas N. Thurber
terminated their employment agreements with the Trust. Mr. Thomson and Mr.
McDowell, along with William W. Geary, Jr., are the Trust's independent
trustees, as required by the Trust's bylaws.
Effective November 9, 1999, the Board of Trustees elected the following
officers: David L. Johnson, Chairman; Daniel W. Pishny, President; John W.
Alvey, Vice-President; Christine A. Robinson, Secretary; and Amy Kennedy,
Treasurer. After the Trust complies with Rule 14f-1 under the Securities
Exchange Act of 1934, William J. Carden, Gregory J. Nooney, Jr. and William W.
Geary, Jr. have agreed to resign as members of the Board, and the remaining
members of the Board intend to appoint David L. Johnson, Daniel W. Pishny and
Chris Garlich to fill the vacancies on the Board created by these resignations.
Rule 14f-1 requires that, at least ten days prior to a change in a majority of
the directors, the issuer must file certain information with the Securities and
Exchange Commission and transmit such information to all shareholders of the
Trust.
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In connection with the Settlement Agreement, the Trust paid $50,000 to an
affiliate of William J. Carden and $25,000 to Thomas N. Thurber in complete
settlement of the Trust's deferred compensation obligations to Mr. Carden and
Mr. Thurber, which, as of September 30, 1999, was accrued on the Trust's
financial statements in the aggregate amount of $387,917. In addition, the Trust
paid $25,000 to pay tail coverage for the directors and officers insurance
policy covering the directors and officers that have resigned.
NKC Associates, L.L.C. ("NKC") is a Missouri limited liability company whose
members are: Daniel W. Pishny (22.5%), John W. Alvey (22.5%), Amy Kennedy
(22.5%), Christine A. Robinson (22.5%) and Robert B. Thomson (10%). NKC acts as
a general partner in real estate limited partnerships. NKC acquired the 37,881
shares of the Trust from CGS with funds from a demand loan made by Bond
Purchase, L.L.C., a Missouri limited liability company and an affiliate of NKC.
The demand loan is secured by the 37,881 shares of the Trust acquired by NKC,
with interest accruing on the unpaid balance at a rate of eight percent per
annum. Chris Garlich acquired the 37,882 shares of the Trust from CGS with
personal funds.
NKC, Chris Garlich, KelCor, David L. Johnson and the other newly appointed
officers and directors now beneficially own 251,790 shares of the Trust,
representing 29.05% of the issued and outstanding shares of the Trust.
David L. Johnson is chairman, chief executive officer, and majority
shareholder of Maxus Properties, Inc., a Missouri corporation ("Maxus") that
specializes in commercial property management. Mr. Johnson is also vice
president of KelCor, Inc., a Missouri corporation ("KelCor") that specializes in
the acquisition of commercial real estate and the purchase of loans and
apartments from lending institutions and agencies of the federal government.
KelCor currently owns 41,113 shares of stock in the Trust. Mr. Johnson and his
wife own all of the issued and outstanding stock of KelCor.
Robert B. Thomson is an attorney with a practice emphasizing real estate,
business and corporate law.
Chris Garlich is the executive vice president of and member of Bancorp
Services LLC, a firm specializing in the development, administration and
distribution of life insurance products to the corporate and high net worth
marketplace.
Monte McDowell has been involved in capital equipment medical sales since
1983. In 1994, Mr. McDowell founded Home Medical Specialty Equipment, Inc.
d.b.a. MED4HOME, and is currently the president and chief executive officer of
this company.
Daniel W. Pishny is president, chief operating officer and a minority
shareholder of Maxus and is responsible for the day-to-day operations of Maxus
and its managed properties.
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The Trust has entered into a property management agreement with Maxus.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Exhibits
99.1 Press Release dated November 9, 1999.
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.
Date: November 9, 1999 By: /s/ Daniel W. Pishny
Daniel W. Pishny, President
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EXHIBIT INDEX TO FORM 8-K
Exhibit
Number Description
99.1 Press Release dated November 9, 1999.
EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
NOONEY REALTY TRUST SETTLES LAWSUIT; NEW MANAGEMENT TAKES OVER.
Kansas City, Missouri (November 9, 1999) -- Nooney Realty Trust, Inc.
(NASDAQ:NRTI), a real estate investment trust referred to hereinafter as the
"Trust," announced today that it settled its lawsuit with KelCor, Inc.("KelCor")
and affiliates. In connection with the settlement, CGS Real Estate Company, Inc.
("CGS") and certain of its affiliates have sold all of their shares (75,763) of
common stock in the Trust to NKC Associates, L.L.C. and Chris Garlich at a price
of $10.00 per share. Also, in connection with the settlement, two of the members
of the Board of Trustees of the Trust, William W. Geary, Jr., and James P.
Ingram, resigned and each of the Trust's officers resigned. In their place,
Robert B. Thomson and Monte McDowell have been appointed to fill the vacancies
on the Board. David L. Johnson has been appointed as Chairman and Daniel W.
Pishny has been appointed President. The other members of the Board have agreed
to resign after the Trust has complied with certain informational requirements
under the securities laws.
The Trust has also terminated each of its management service agreements with
CGS and its affiliates, and William J. Carden and Thomas M. Thurber have
terminated their employment agreements with the Trust. The Trust will enter into
a management agreement with Maxus Properties, Inc., which is an affiliate of
KelCor and David L. Johnson.
The lawsuit that was settled centered around the Trust asking for declaratory
judgment regarding the validity of some of the Trust's shares held by certain
individuals and entities including KelCor and David L. Johnson. On April 27,
1999, the Circuit Court of Jackson County, Missouri entered a summary judgment
for the defendants with respect to the validity of the Trust's shares held by
such individuals. The Trust had appealed such judgment.
"We are pleased to announce the settlement" said David L. Johnson, newly
appointed Chairman. "We can now focus on increasing the value of the Trust for
the benefit of its shareholders."
The Trust was formed to make equity investments in income-producing
properties, primarily commercial and light industrial properties. The Trust has
invested in three real property investments: the Atrium at Alpha Business
Center, an office building located in Bloomington, Minnesota; the Applied
Communications, Inc. Building, an office building located in Omaha, Nebraska;
and Franklin Park Distribution Center, a warehouse and distribution facility
located in Franklin Park, Illinois.
Safe Harbor Statement: This press release may include forward-looking statements
as defined in the Private Securities Litigation Reform Act of 1995, identified
by such words as "will be," "intend," "continue," "believe," "may," "expect,"
"hope," "anticipate," or other comparable terms. The company's actual financial
condition and results of operations may vary materially from those contemplated
by such forward-looking statements. A discussion of the factors that could cause
actual results to differ materially from those forward-looking statements is
contained in the company's SEC filings, including the company's report on 10-K
for the year ended December 31, 1998.
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Contact: Christine A. Robinson, Secretary
Nooney Realty Trust, Inc.
1100 Main, Suite 2100
Kansas City, Missouri 64105
(816) 421-4670; phone
(816) 221-1829; fax
