SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
11/09/99
(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 11 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).
<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
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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
37,881
(9) Sole Dispositive Power
4,100
(10) Shared Dispositive Power
37,881
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
41,981
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
---------
(13) Percent of Class Represented by Amount in Row (11)
4.84%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
** A portion of the funds was obtained (i) by purchasing on a margin account and
(ii) by a loan from an affiliate of David L. Johnson.
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<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
37,881
(9) Sole Dispositive Power
18,000
(10) Shared Dispositive Power
37,881
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
55,881
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
---------
(13) Percent of Class Represented by Amount in Row (11)
6.44%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
** A portion of the funds was obtained by (i) by purchasing on a margin account
and (ii) by a loan from an affiliate of David L. Johnson.
6
<PAGE>
INTRODUCTORY STATEMENT
This Amendment No. 4 ("Amendment No. 4") 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 1100 Main, Suite 2100, Kansas City, Missouri 64105.
Amendment No. 4 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, September
24, 1997, and February 20, 1998 to add the additional information set forth
herein.
Except as specifically provided herein, this Amendment No. 4 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 37,881 shares of Securities acquired by NKC
Associates, L.L.C., a Missouri limited liability company ("NKC"), which are
reported in Item 5(c), the purchase price ($378,810) was obtained through a
demand loan by Bond Purchase, L.L.C., a Missouri limited liability company. The
demand loan is secured by the 37,881 shares of Securities acquired by NKC, with
interest accruing on the unpaid balance at a rate of 8% per annum. Bond Purchase
is a Missouri limited liability company whose majority interest holder is Mr.
Johnson.
Item 4. Purpose of Transaction. --Add the following:
On November 9, 1999, Nooney entered into a settlement agreement with
members of the Shareholder Committee to Increase Shareholder Value at Nooney
Realty Trust, Inc.(the "Committee"). Pursuant to this settlement agreement, all
lawsuits between Nooney and members of the Committee were dismissed. In
addition, the officers and certain of the directors of Nooney have resigned.
Also, as indicated below, members of the Committee have acquired additional
shares of the Securities. Because the Committee has now acquired control and no
longer has any contract, arrangement, understanding or relationship among them
for the purpose of acquiring, holding, voting or disposing of the Securities,
the Committee is no longer a "group" subject to the reporting requirements of
Section 13 of the Securities and Exchange Act of 1934, as amended. Certain of
the members of the Committee will be filing separate Schedule 13Ds to reflect
their individual beneficial ownership of shares of Securities in excess of five
percent (5%).
Item 5. Interest in the Securities of Issuer. --Add the following:
(a) The aggregate number and percentage of the Securities to which this
Schedule 13D relates is 178,544 shares, representing 20.6% of the 866,624
outstanding shares as reported by Nooney on June 27, 1997.
Mr. Pishny is the direct beneficial owner of 4,100 shares of the
Securities and the indirect beneficial owner of 37,881 shares of the Securities
which represent approximately 4.84% of the outstanding shares. The 37,881 shares
are held by NKC, which Mr. Pishny is a 22.5% equity
7
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holder. Mr. Alvey is the direct beneficial owner of 18,000 shares of the
Securitie and the indirect beneficial owner of the 37,881 shares of the
Securities held by NKC, which represent approximately 6.44% of the outstanding
shares. Mr. Alvey is a 22.5% equity holder of NKC.
(b) Mr. Pishny has the direct power to vote and direct the disposition
of 4,100 shares held directly by him, and the indirect power to vote and direct
the disposition of the 37, 881 shares held by NKC. Mr. Alvey has the direct
power to vote and direct the disposition of 18,000 shares held directly by him,
and the indirect power to vote and direct the disposition of the 37, 881 shares
held by NKC.
(c) During the past sixty (60) days, the following purchase was made by
NKC pursuant to the settlement agreement referenced in Item 4 above:
Purchase Price
Reporting Person Securities Purchased Date (including commissions)
NKC 37,881 11-09-99 $10.00
(e) On November 9, 1999, at the closing of the settlement agreement,
the Reporting Persons ceased to be a "group" under Section 13 of the Securities
Exchange Act of 1934, as amended.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer. --Add the following:
As indicated above, because control of Nooney has been acquired,
the Committee no longer has any contract, arrangement, understanding or
relationship with each other for the purpose of acquiring, holding, voting or
disposing of the Securities.
Item 7. Exhibits.
99.1 Joint Filing Agreement
8
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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: November 18, 1999
David L. Johnson
Vice President
/s/ David L. Johnson Date: November 18, 1999
David L. Johnson
/s/ Sandra L. Castetter Date: November 18, 1999
Sandra L. Castetter
/s/ Daniel W. Pishny Date: November 18, 1999
Daniel W. Pishny
/s/ John W. Alvey Date: November 18, 1999
John W. Alvey
9
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EXHIBIT INDEX
99.1 Joint Filing Agreement
<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: November 18, 1999
David L. Johnson
Vice President
/s/ David L. Johnson Date: November 18, 1999
David L. Johnson
/s/ Sandra L. Castetter Date: November 18, 1999
Sandra L. Castetter
/s/ Daniel W. Pishny Date: November 18, 1999
Daniel W. Pishny
/s/ John W. Alvey Date: November 18, 1999
John W. Alvey
<PAGE>
