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) May 9, 2000
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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5. Other Events.
Annual Meeting of Shareholders
On May 9, 2000, the Registrant held its Annual Meeting of Shareholders.
At the meeting, the following matters were voted upon by the shareholders:
1. A proposal to amend Article Eight of the Trust's Articles of
Incorporation, Section 6.1 of Article VI of the Trust's Bylaws
and Section 10.8(b) of Article X of the Trust's Bylaws to
eliminate the Trust's "self-liquidating" policy.
2. A proposal to amend provisions of the Trust's Bylaws to
eliminate certain investment and borrowing restrictions on the
Trust. The proposal was to
A. amend Section 6.2 of the Trust's Bylaws by deleting
the text of paragraph (d) thereof; as a result, the
Trust would be permitted to acquire equity securities
of other companies;
B. amend Section 6.2 of the Trust's Bylaws by deleting
the text of paragraph (i) thereof; as a result the
Trust would be permitted to exchange its common stock
for real estate investments;
C. amend Section 3.1(e) of the Trust's Bylaws by
deleting clauses (ii) and (iii) thereof, and amend
Section 3.4 of the Trust's Bylaws by deleting
paragraph (e) thereof; as a result, existing
provisions that restrict (1) total indebtedness of
the Trust from exceeding 300% of the net asset value
of the Trust's assets and unsecured borrowings
that result in an asset coverage of less than 300%
and (2) require the Independent Trustees to monitor
such coverages, would be eliminated; and
D. amend the second paragraph of Section 9.4 of the
Trust's Bylaws by adding a new paragraph (d) thereto
that allows the Trust to purchase or sell property
from or to affiliates of the Trust if approved by
the unanimous vote of the disinterested Independent
Trustees.
3. A proposal to amend Article One of the Trust's Articles of
Incorporation and Section 1.1 of Article I of the Trust's
Bylaws to change the name of the Trust to Maxus Realty Trust,
Inc.
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4. To elect five trustees to hold office until the next Annual
Meeting of Shareholders and until their successors are elected
and qualify.
The total votes for Proposal 1 were cast as follows: 491,697 voted
"for", 67,506 voted "against" and 8,689 "abstentions".
The total votes for Proposal 2A were cast as follows: 493,105 voted
"for", 65,485 voted "against" and 9,303 "abstentions".
The total votes for Proposal 2B were cast as follows: 490,214 voted
"for", 68,344 voted "against" and 9,335 "abstentions".
The total votes for Proposal 2C were cast as follows: 488,480 voted
"for", 71,093 voted "against" and 8,320 "abstentions".
The total votes for Proposal 2D were cast as follows: 489,424 voted
"for", 69,725 voted "against" and 8,744 "abstentions".
The total votes for Proposal 3 were cast as follows: 629,011 voted
"for", 61,302 voted "against" and 11,472 "abstentions".
Each of the proposals received the necessary votes for approval by the
shareholders of the Registrant.
The following were the nominees of management voted upon and elected by
the shareholders of the Registrant: David L. Johnson, Monte McDowell, Daniel W.
Pishny, Robert B. Thomson and Chris Garlich. There were 681,256 votes "for" Mr.
Johnson and 20,529 votes "withheld." There were 686,334 votes "for" Mr. McDowell
and 15,451 votes "withheld." There were 685,750 votes "for" Mr. Pishny and
16,035 votes "withheld." There were 686,234 votes "for" Mr. Thomson and 15,551
votes "withheld." There were 685,650 votes "for" Mr. Garlich and 16,135 votes
"withheld."
As a result of the approval of Proposal 3 to change the Registrant's
name, on May 10, 2000, the Registrant filed an amendment to the Registrant's
Articles of Incorporation changing the Registrant's name to Maxus Realty Trust,
Inc. As a result of the change of name, the Registrant is in the process of
changing the Registrants NASDAQ symbol from "NRTI" to "MRTI."
Private Placement
On May 11, 2000, the Registrant sold 173,000 shares of its common
stock, par value $1.00 per share, at a price of $8.00 per share, solely to
accredited investors (as such term is defined in Rule 501 of Regulation D)
pursuant to a private placement in accordance with
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Rule 506 of Regulation D. Each investor executed a subscription agreement
pursuant to which each investor represented and warranted that such investor met
the requirements of an accredited investor. The shares sold pursuant to the
private placement have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration.
The Registrant sold the shares to comply with the listing rules of the
Nasdaq National Market ("Nasdaq"). Nasdaq had previously notified the Registrant
that the Registrant was not in compliance with two Nasdaq listing requirements.
Those listing requirements require (1) the Registrant to maintain in excess of
750,000 shares that are publicly held and (2) that the market value of the
public float of the Registrant's shares exceed $5,000,000. Nasdaq is requiring
the Registrant to demonstrate a market value of public float of at least
$5,000,000 on or before May 11, 2000; immediately thereafter, the Registrant
must evidence a market value of public float of at least $5,000,000 for a
minimum of ten consecutive trading days.
There can be no assurance that the issuance of the 173,000 shares will
successfully remedy these deficiencies. If the requirements are not met, Nasdaq
may determine to transfer the Registrant's common stock to the Nasdaq SmallCap
Market or delist it, either of which could make it more difficult for
shareholders to sell their stock.
The Registrant intends to use the proceeds of the private placement,
less legal and administrative fees incurred in connection with the private
placement, to fund capital improvements, dividends and potential future
acquisitions.
Declaration of Dividend
On May 9, the newly appointed Board of Directors of the Registrant
declared a cash dividend of $0.16 per share payable to the holders of record on
May 31, 2000 of the Registrant's $1.00 par value, common stock. The Board
anticipates that the dividend will be paid on June 21, 2000. The dividend is
being paid out of the Registrant's paid-in surplus.
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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.
Maxus Realty Trust, Inc.
Date: May 11, 2000 By: /s/ David L. Johnson
David L. Johnson, Chairman
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