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 10 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).
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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.
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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
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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
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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 KelCor, Inc. ("KelCor"), David L. Johnson, CPA
("Mr. Johnson") and Sandra L. Castetter ("Ms. Castetter"). The foregoing persons
are hereafter referred to as the "Reporting Persons".
KelCor is a Missouri corporation with a principal business address of
1100 Main, Suite 2100, Kansas City, Missouri 64105, whose principal business is
participating in the acquisition of commercial real estate and loans secured by
commercial real estate. Mr. Johnson and Ms. Castetter, husband and wife, own all
of the issued and outstanding stock of KelCor as joint tenants with right of
survivorship. Mr. Johnson is a director and Vice President of KelCor.
Mr. Johnson is a citizen of the United States whose business address is
1100 Main, Suite 2100, Kansas City, Missouri 64105. Mr. Johnson is Chairman,
Chief Executive Officer and majority shareholder of Maxus Properties, Inc.
("Maxus"), a Missouri corporation located at 1100 Main, Suite 2100, Kansas City,
Missouri 64105. Maxus specializes in commercial property management. As
indicated above, Mr. Johnson is currently a director and Vice President of
KelCor. Mr. Johnson is also a licensed real estate broker in the State of
Missouri.
Ms. Castetter is a citizen of the United States whose personal residence
is located at 4617 NW Normandy Lane, Kansas City, Missouri 64116.
During the past five years, the Reporting Persons 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 with respect to such laws.
The Reporting Persons acknowledge that they constitute a group.
Pursuant to Rule 13d- 5(b) of the Securities Exchange Act of 1934, the group is
deemed to beneficially own all of the shares of the individual shares of the
group.
Item 3. Source and Amount of Funds or Other Consideration.
No purchases were made by the Reporting Persons within the last
year. All prior purchases by the Reporting Persons have been previously reported
in the Schedule 13Ds filed by The Shareholder Committee to Increase Shareholder
Value at Nooney Realty Trust, Inc. 41,113 shares of the Securities reported in
Item 5(a) are held by
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KelCor on a margin account. As of the date of this filing, the amount of
indebtedness with respect to this margin account for purchases of the Securities
was approximately $156,315.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the shares to obtain a controlling
equity interest in Nooney. As a result of a settlement agreement entered into
between Nooney and the Reporting Persons, among others, Mr. Johnson has been
elected Chairman of Nooney and 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 80,682 shares, representing 9.31% of the 866,624
outstanding shares. By virtue of the Reporting Persons being a group, the group
is deemed to beneficially own all 80,682 shares. In addition, each of the
Reporting Persons may be deemed to share indirect beneficial ownership of the
Securities beneficially owned by the other Reporting Persons because of the
formation of the group. However, each individual Reporting Person disclaims any
indirect beneficial ownership of shares owned by other individual members of the
group resulting solely from the existence of the group.
KelCor is the direct beneficial owner of 41,113 shares of the
Securities, which represent approximately 4.74% of the outstanding shares.
Mr. Johnson is the direct beneficial owner of 39,659 shares of the
Securities that are jointly owned by Mr. Johnson and Ms. Castetter, representing
approximately 4.57% of the outstanding shares of the Securities. In addition,
because Mr. Johnson is a principal shareholder, a director and an officer of
KelCor, Mr. Johnson may be deemed to be a beneficial owner of the 41,113 shares
held by KelCor. These 41,113 shares represent approximately 4.74% of the
outstanding shares of the Securities.
Ms. Castetter is the direct beneficial owner of 39,659 shares of
the Securities held jointly with Mr. Johnson, which represent approximately
4.57% of the outstanding shares of the Securities. By virtue of being a
principal shareholder of KelCor, Ms. Castetter may be deemed to be the
beneficial owner of the 41,113 shares held by KelCor, which represent
approximately 4.74% of the outstanding shares of the Securities.
(b) KelCor has the direct power to vote and direct the disposition of
the shares held by it. By virtue of their being principal shareholders of
KelCor, Mr. Johnson and Ms. Castetter may be deemed to share the indirect power
to vote and direct the disposition of the shares held by KelCor. Mr. Johnson and
Ms. Castetter share the direct power to vote and direct the disposition of the
39,659 shares held jointly by Mr. Johnson and Ms. Castetter.
(c) No transactions with respect to shares of the Securities by the
Reporting Persons were effected during the last sixty days.
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(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.
None of the Reporting Persons 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. 37,881 shares of the Securities have been pledged by NKC
Associates, L.L.C. ("NKC"), to an affiliate of Mr. Johnson, Bond Purchase,
L.L.C., a Missouri limited liability company of which Mr. Johnson is the
principal equity interest holder. In the event that NKC defaulted on the demand
loan, Bond Purchase could acquire beneficial ownership of and voting control
over such shares.
Item 7. Exhibits.
99.1 Joint Filing Agreement
7
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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
8
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EXHIBIT INDEX
99.1 Joint Filing Agreement
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<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
1
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