UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
AMENDMENT NO. 2
NOONEY REALY TRUST, INC.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
655379105
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(CUSIP Number)
William J. Carden
Suite 450
5850 San Felipe
Houston, Texas 77057
(713) 706-6200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1998
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(Date of Event which Requires Filing 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)
* 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 13D Page 2 of 7 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. 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 BOX 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 10,000
NUMBER OF SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 69,150
OWNED BY EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 10,000
PERSON WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER 69,150
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,150
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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)
9.0%**
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14) Type of Reporting Person*
IN
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* See Instructions.
** Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
876,624 shares of the common stock of Nooney Realty Trust, Inc. (the
"Shares") outstanding, which is the sum of the 866,624 Shares issued
and outstanding (based on the registrant's Form 10-Q for the period
ended September 30, 1998) plus 10,000 Shares issuable upon exercise of
certain options to purchase Shares that vest on March 1, 1999.
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CUSIP NO. 655379105 13D Page 3 of 7 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. 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 BOX 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 13D Page 4 of 7 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. 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 BOX 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.
<PAGE>
CUSIP NO. 655379105 13D Page 5 of 7 Pages
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Introduction
This Amendment No. 2 ("Amendment No. 2") 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. 2 further
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, as amended by Amendment No. 1 to Schedule 13D filed
on July 2, 1998.
Except as specifically provided herein, this Amendment No. 2 does not
modify any of the information previously reported on the original Schedule 13D
filed on June 29, 1998, as amended by Amendment No. 1 to Schedule 13D filed on
July 2, 1998.
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.
There is currently one lawsuit involving the Issuer, which was initiated by
the Issuer. The lawsuit involves a dispute over the validity of certain Shares.
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.
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CUSIP NO. 655379105 13D Page 6 of 7 Pages
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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.
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 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.
For purposes of Rule 13d-3(d)(1)(i) of the Act, Carden is deemed to be the
beneficial owner of the Shares receivable upon exercise of the options granted
to him under the Option Agreement, as amended, on the date 60 days prior to the
date he has the right to exercise the options. Under the terms of the Option
Agreement, Carden will be able to exercise options to purchase up to 10,000
Shares on March 1, 1999. As a result, Carden, for purposes of Rule
13d-3(d)(1)(i), was deemed to beneficially own 10,000 additional Shares on
December 31, 1998, which was the date 60 days prior to March 1, 1999.
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CUSIP NO. 655379105 13D Page 7 of 7 Pages
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SIGNATURES
The undersigned hereby agrees that this statement is filed on behalf of
each of the Reporting Person.
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.
Dated: January 20, 1999
KISSIMEE SQUARE ASSOCIATES, LTD.,
a Texas limited partnership
By: NO.-SO., INC., a Texas corporation
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
