NOONEY REALTY TRUST INC
8-K, 2000-05-05
REAL ESTATE INVESTMENT TRUSTS
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                                  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 5, 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


<PAGE>

5.       Other Events.

         On May 3, 2000, the Registrant  entered into a letter of intent to sell
the  Franklin  Park  Distribution  Center  ("Franklin  Park"),  a warehouse  and
distribution  facility  located at 3431 N. Powell,  Franklin Park,  Illinois,  a
suburb of Chicago,  to an unrelated third party,  Chicago  Industrial  Partners,
L.L.C.  ("CIP").  The sale price is  $4,525,000  payable in cash at the closing,
subject to any  prorations.  The  Registrant  must pay the real estate  broker a
commission  of five (5)  percent  of the  total  purchase  price  excluding  any
prorations  or  offsets.  Franklin  Park is one of  three  properties  that  the
Registrant currently owns.

         The letter of intent is  non-binding  and is subject to a sale contract
being fully signed by May 17, 2000. The letter of intent  provides that the sale
contract  will make the sale subject to certain  conditions,  including  but not
limited  to,  CIP  having  a thirty  (30) day due  diligence  period  after  the
execution  of the sale  contract  pursuant  to which  CIP will have the right to
terminate  the  contract  in  its  sole  discretion  without  liability  to  the
Registrant,  and the  Registrant's  delivery of satisfactory (a) title insurance
and a survey for the property and (b)  subordination  and attornment  agreements
and estoppel letters from all tenants.

         Although  there  can  be  no  assurance  that  this   transaction  will
ultimately be consummated,  the closing is tentatively scheduled to occur within
fifteen (15) business days after the end of the due diligence period.


                                   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.

                                        Nooney Realty Trust, Inc.


Date: May 5, 2000                       By: /s/ David L. Johnson, Chairman
                                                David L. Johnson, Chairman


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<PAGE>


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