SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
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 8 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 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).
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CUSIP Number 655379105
(1) Name of Reporting Person
Chris Garlich
(2) Check the Appropriate Box (a) _______
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
66,982
(9) Sole Dispositive Power
None
(10) Shared Dispositive Power
66,982
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
66,982
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
--------
(13) Percent of Class Represented by Amount in Row (11)
7.73%
(14) Type of Reporting Person*
IN
* See Instructions before Filling Out!
** A portion of the funds was obtained by purchasing on a margin account.
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CUSIP Number 655379105
(1) Name of Reporting Person
Anne Garlich
(2) Check the Appropriate Box (a) _________
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
66,982
(9) Sole Dispositive Power
None
(10) Shared Dispositive Power
66,982
(11) Aggregate Amount Beneficially Owned By Each Reporting Person
66,982
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
---------
(13) Percent of Class Represented by Amount in Row (11)
7.73%
(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
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Item 1. Security and Issuer.
This 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.
Item 2. Identity and Background.
This report is filed by Chris Garlich ("Mr. Garlich") and his
wife Anne Garlich ("Ms. Garlich"). Mr. Garlich is a citizen of the United States
whose business address is 1610 Des Peres Rd., #370, St. Louis, MO 63131. Mr.
Garlich is the Executive Vice President and a member of Bancorp Services, LLC, a
Missouri limited liability company, specializing in the development,
administration and distribution of life insurance products to the corporate and
high net worth market place. Ms. Garlich is a citizen of the United States
whose personal residence is 7955 Park Drive, St. Louis 63117.
During the past five years, Mr. Garlich and Ms. Garlich have not
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 she 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 wi respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds used by Mr. Garlich to acquire the
37,882 shares of the Securities reported in Item 5(c) was $378,820. The shares
were acquired with the use of personal funds.
26,500 shares of the Securities held by Ms. Garlich were
purchased through a broker on a margin account. As of the date of this filing,
the amount of indebtedness with respect to the margin account for the purchase
of these shares was approximately $99,943.
Item 4. Purpose of Transaction.
Mr. Garlich acquired the shares in connection with a settlement
agreement entered into between Nooney and Mr. Garlich, among others, in which
Mr. Garlich and others gained control of Nooney. Pursuant to the settlement
agreement, Mr. Garlich is expected to be appointed as a director of Nooney.
Item 5. Interest in the Securities of Issuer.
(a) The aggregate number and percentage of the Securities to which
this Schedule 13D relates is 66,982 shares, representing 7.73% of the 866,624
outstanding shares.
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Mr. Garlich is the direct beneficial owner of 40,482 of these
shares of the Securities, representing 4.67% of the outstanding shares, 2300
shares of which are held jointly with Ms. Garlich. Due to his spousal
relationship, Mr. Garlich is the indirect beneficial owner of 26,500 shares held
by Ms. Garlich, representing 3.01% of the outstanding shares.
Ms. Garlich is the direct beneficial owner of 28,800 shares,
representing 3.32% of the outstanding shares, 2300 of which are held jointly
with Mr. Garlich. Due to her spousal relationship, Ms. Garlich is the indirect
beneficial owner of 38,182 shares held by Mr. Garlich, representing 4.41% of the
outstanding shares.
(b) Mr. Garlich has the direct power to vote and direct the
disposition of the 38,182 shares held by him. Due to his spousal relationship,
Mr. Garlich has the indirect power to vote and direct the disposition of the
26,500 shares held by Ms. Garlich.
Ms. Garlich has the direct power to vote and direct the
disposition of the 26,500 shares held by her. Due to her spousal relationship,
Ms. Garlich has the indirect power to vote and direct the disposition of the
38,182 shares held by Mr. Garlich.
In addition, Mr. Garlich and Ms. Garlich share the power to vote
and direct the disposition of the 2300 shares held jointly.
(c) During the past sixty (60) days, the following purchase was made
by Mr. Garlich pursuant to the settlement agreement referenced in Item 4 above:
Purchase Price
Securities Purchased Date (including commissions)
37,882 11-09-99 $10.00
(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
Securities other than the Reporting Persons identified herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
Mr. Garlich and Ms. Garlich do not have any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to the Securities, including, but not limited to, transfer or
voting of any such Securities, 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. Exhibits.
99.1 Joint Filing Agreement
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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.
/s/ Chris Garlich Date: November 20, 1999
Chris Garlich
/s/ Anne Garlich Date: November 20, 1999
Anne Garlich
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EXHIBIT INDEX
99.1 Joint Filing Agreement
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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.
/s/ Chris Garlich Date: November 20, 1999
Chris Garlich
/s/ Anne Garlich Date: November 20, 1999
Anne Garlich
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