UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 18, 2000
NOONEY REALTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 000-13754 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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Item 4. Changes in Control of Registrant's Certifying Accountant.
(a) Previous independent accountants.
(i) On or about January 18, 2000, Nooney Realty Trust, Inc.(the
"Registrant") dismissed Deloitte & Touche LLP as the Registrant's independent
accountants.
(ii) Deloitte & Touche LLP's reports on the financial statements
of the Registrant for the past two fiscal years did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.
(iii) The decision to dismiss Deloitte & Touche LLP as the
Registrant's independent accountants was recommended by the Registrant's audit
committee.
(iv) During the Registrant's fiscal years ending December 31, 1997
and December 31, 1998 and the subsequent interim period preceding the dismissal,
there were no disagreements with Deloitte & Touche LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to the satisfaction of Deloitte &
Touche LLP, would have caused Deloitte & Touche LLP to make reference to the
subject matter of the disagreement(s) in connection with their report.
(v) During the periods listed in item (iv) above, there have
been no "reportable events" (as defined in paragraph (a)(1)(v) of Item 304 of
Regulation S-K).
(vi) The Registrant has provided Deloitte & Touche LLP with a
copy of this disclosure and requested that Deloitte & Touche LLP furnish it with
a letter addressed to the Securities and Exchange Commission (the "Commission")
stating whether it agrees with the above statements. (A copy of the Deloitte &
Touche LLP letter addressed to the Commission will be filed by amendment to this
Form 8-K within 10 business days.)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
2
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(c) Exhibits
16.1 Letter of Deloitte & Touche LLP dated February 8,
2000 regarding change in certifying accountant.
SIGNATURE
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.,
Missouri corporation
Date: February 10, 2000 By: /s/ Daniel W. Pishny
Daniel W. Pishny, President
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EXHIBIT INDEX TO FORM 8-K/A
Exhibit
Number Description
16.1 Letter of Deloitte & Touche LLP dated February 8, 2000 regarding
change in certifying accountant.
4
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Deloitte &
Touche
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Deloitte & Touche LLP Telephone: (314) 342-4900
One City Centre
St. Louis, Missouri 63101
February 8, 2000
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of Nooney
Realty Trust, Inc. dated January 24, 2000.
Yours truly,
/s/ Deloitte & Touche LLP
cc: Mr. Daniel W. Pishny
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Deloitte Touche
Tohmtsu
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