NOONEY REALTY TRUST INC
8-K, 2000-05-12
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 11, 2000


                            MAXUS REALTY TRUST, INC.
                      (Formerly 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.

Holdings of Management and Certain Beneficial Owners

         Following  the  issuance  of  173,000  shares  pursuant  to  a  private
placement  consummated  on May 11,  2000,  there will be issued and  outstanding
1,039,624  shares of the  Registrant's  common stock, par value $1.00 per share.
The table below sets forth information as of May 12, 2000,  regarding the number
of shares  of the  Registrant  beneficially  owned by each of the  Trustees  and
executive  officers of the  Registrant  and by all  Trustees  and  officers as a
group:


     Name of                     Number of Shares             Percent
 Beneficial Owner              Beneficially Owned (1)         of Class (2)
- --------------------        ----------------------------     --------------
David L. Johnson                  80,682 (3)                   7.8

Daniel W. Pishny                  41,981 (4)                   4.0

Robert B. Thomson                 41,645 (5)                   4.0

Chris Garlich                     67,082                       6.5

Monte McDowell                     4,000 (6)                    *

John W. Alvey                     55,881 (4)(7)(8)             5.4

Trustees and Executive
Officers as a group              253,390 (9)                  24.4

(1)      Under the rules of the Securities and Exchange Commission,  persons who
         have power to vote or dispose of  securities,  either  alone or jointly
         with others, are deemed to be the beneficial owners of such securities.
         Accordingly, shares owned separately by spouses or other family members
         are not  included.  Except as described  in the  footnotes  below,  the
         Trustee  has both sole  voting  power and sole  investment  power  with
         respect to the shares set forth in the table.

(2)      An asterisk  indicates that the number of shares  beneficially owned do
         not exceed one percent of the number of shares of common  stock  issued
         and outstanding.

(3)      Includes  41,113 shares held by KelCor,  Inc., a Missouri  corporation,
         owned by Mr. Johnson and his wife, Ms. Sandra Castetter.

                                        2

<PAGE>

(4)      Includes shared voting and dispositive  power of the 37,881 shares held
         by NKC Associates,  L.L.C., a Missouri limited  liability  company,  in
         which each of Mr. Pishny and Mr. Alvey hold a 22.5% equity interest.

(5)      These  shares are held by FQE,  L.L.C.,  a Missouri  limited  liability
         company.  FQE, L.L.C.  obtained the funds used to purchase these shares
         from proceeds of a loan made to FQE,  L.L.C.  by David L. Johnson.  The
         loan is evidenced by a promissory note, due on demand, bearing interest
         at a rate of eight  percent per annum,  and secured by the shares.  Mr.
         Thomson  is the sole  member of FQE,  L.L.C.  Does not  include  shares
         described in note (4) held by NKC Associates, L.L.C., in which Mr.
         Thomson has a 10% interest.

(6)      These shares are held by Home  Medical  Speciality  Equipment,  Inc., a
         Missouri  corporation.  Mr.  McDowell is the principal  shareholder and
         chief executive officer of this corporation.

(7)      Mr. Alvey disclaims any beneficial ownership of the 41,113 shares  held
         by KelCor, Inc.

(8)      Substantially  all of the shares  purchased by Mr. Alvey other than the
         shares  acquired by NKC  Associates,  L.L.C.  were purchased with funds
         loaned to Mr. Alvey by David L. Johnson and his affiliates. These loans
         are unsecured.

(9)      Includes the 37,881 shares held by NKC Associates, L.L.C.



                                                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 12, 2000                             By: /s/ David L. Johnson
                                                       David L. Johnson
                                                       Chairman

                                        3

<PAGE>





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