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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
| | Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NOONEY INCOME FUND LTD. II, L.P.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No filing fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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NOONEY INCOME FUND LTD. II, L.P.
7701 Forsyth Boulevard
St. Louis, Missouri 63105
_________, __, 1997
Dear Limited Partner:
You are cordially invited to attend a Special Meeting of Limited Partners to be
held at 10:00 A.M. on _________, __, 1997 at the Pierre Laclede Conference
Center, 7733 Forsyth Boulevard, 2nd floor, in Clayton, Missouri, for the
purposes set forth in the accompanying Notice of Special Meeting and Proxy
Statement.
All Limited Partners, even those planning to attend the Meeting, are urged to
complete, date and sign the enclosed form of proxy and return it in promptly in
the envelope provided for that purpose. If you decide to attend the Meeting and
wish to vote personally, you may revoke your proxy at any time before it is
voted.
Sincerely,
Gregory J. Nooney, Jr.
General Partner
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NOONEY INCOME FUND LTD. II, L.P.
7701 Forsyth Boulevard
St. Louis, Missouri 63105
NOTICE OF SPECIAL MEETING OF LIMITED PARTNERS
TO BE HELD _________, __, 1997
To the Limited Partners of
Nooney Income Fund Ltd. II, L.P.:
Notice is hereby given that a Special Meeting of Limited Partners of Nooney
Income Fund Ltd. II, L.P. will be held at 10:00 A.M. on ____________, _________,
__, 1997 at the Pierre Laclede Conference Center, 7733 Forsyth Boulevard, in
Clayton, Missouri, for the following purposes:
1. To elect a new General Partner, and
2. To consider and act upon such other business as may properly come before
the Meeting or any adjournment thereof.
The close of business on _________, __, 1997 has been fixed as the record
date for the determination of Limited Partners entitled to receive notice of and
to vote at the Meeting or any adjournment thereof.
By order of the General partners
By: Gregory J. Nooney, Jr.
General Partner
_________, __, 1997
St. Louis, Missouri
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NOONEY INCOME FUND LTD. II, L.P.
7701 Forsyth Boulevard
St. Louis, Missouri 63105
PROXY STATEMENT
SPECIAL MEETING OF LIMITED PARTNERS
TO BE HELD _________. __, 1997
The enclosed proxy is solicited on behalf of Nooney Income Fund Ltd. II,
L.P., a Missouri limited partnership (the "Partnership"), for use at the Special
Meeting of Limited Partners to be held at 10:00 A.M. on _________, _________,
__, 1997, at the Pierre Laclede Conference Center, 7733 Forsyth Boulevard, 2nd
floor, Clayton, Missouri, or at any adjournment thereof, for the purposes set
forth in the accompanying Notice of Special Meeting of Limited Partners. This
proxy statement and the enclosed form of proxy are being first mailed to Limited
Partners on or about _________. __, 1997.
The close of business on _________, __, 1997, has been fixed by the General
Partners as the record for the determination of Limited Partners entitled to
receive notice of and to vote at the Meeting. On _________. __, 1997, there were
issued and outstanding 19,221 Units of Limited Partnership Interest (the
"Units") representing $19,221,000 of Capital Contributions.
All properly executed proxies in the accompanying form received prior to
the Meeting will be voted in accordance with instructions given in the proxy.
Each Limited Partner is entitled to one vote per Unit which represents a $1,000
Capital Contribution to the Partnership. A Limited Partnership may revoke
his/her proxy at any time before it is voted by delivering to the Partnership
another proxy bearing a later date, by submitting written notice to the
Partnership of such revocation or by appearing in person at the Meeting and
casting a contrary vote.
Pursuant to the second paragraph of Section 6.4A of the Amended and
Restated Agreement of Limited Partnership of the Partnership, dated February 3,
1986 (the "Partnership Agreement"), the favorable vote of the Limited Partners
whose combined Capital Contributions represent at least a majority of the total
Capital Contributions of the Limited Partners may elect a new General Partner of
the Partnership. Hence Limited Partners holding at least $9,611,000 of the
Capital Contributions of the Limited Partners must approve the election of a new
General Partner.
The favorable vote of the holders of a majority of the Units which are
present in person or represented by proxy at the Meeting is required to act on
any other matter properly brought before the Meeting. Proxies which are marked
"without authority" with respect to the election of the new General Partner and
proxies which are marked to deny discretionary authority on other matters will
be counted for the purpose of determining the number of Units represented by
proxy at the Meeting. Such proxies will thus have the same effect as if the
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Units represented thereby were voted against the nominee for election as a new
General Partner and against any such other matters, respectively.
The Partnership will pay all costs of preparing and soliciting proxies for
the Meeting. In addition to solicitation by mail, the Partnership may solicit
proxies from Limited partners personally or by telephone.
To the knowledge of the Partnership, no person is the beneficial owner of
more than 5 percent of the outstanding Units and none of the General Partners is
the beneficial owner, directly or indirectly, of any Units.
ELECTION OF A NEW GENERAL PARTNER
The Partnership has only one individual managing General Partner, Gregory
J. Nooney, Jr. ("Mr. Nooney") and one corporate managing General Partner, Nooney
Income Investments Two, Inc. and therefore recommends that the Limited Partners
elect PAN, Inc. ("PAN"), a Missouri corporation, the sole shareholder, officer
and director of which is Patricia A. Nooney ("Ms. Nooney") as a new second
corporate managing General Partner. If PAN is elected, then the Partnership
Agreement and its Certificate of Limited Partnership as filed with the Secretary
of State of Missouri, will be appropriately revised to reflect such election.
Ms. Nooney, age 40, is currently Senior Vice President and Chief Financial
Officer of Nooney Krombach Company, a wholly-owned subsidiary of Nooney Company.
She joined Nooney Krombach Company in 1981 and has been involved in an asset
management, property management, brokerage and financial and consulting services
of the firm. Nooney Krombach Company has been involved in virtually every aspect
of commercial real estate and currently manages approximately 12 million square
feet of space for financial institutions, corporations and individual investors.
As a principal, Ms. Nooney has been involved in the management, leasing,
acquisitions, dispositions and accounting services provided for these clients.
Ms. Nooney is the President and a director of Nooney Realty Trust, a publicly
traded real estate investment trust. In addition, Ms. Nooney is a Senior Vice
President of Nooney Company and a Senior Vice President and Director of Nooney
Income Investments Two, Inc. She is a graduate of the University of Miami, Coral
Gables, Florida with a bachelor degree in Business Administration with a major
in Accounting. She has been active in the St. Louis commercial real estate
industry for the past fifteen years. Ms. Nooney is currently serving as the
President of the St. Louis Chapter of the Commercial Investment Real Estate
Institute and Treasurer of the Missouri Growth Association. She is a past
Regional Vice President of the Institute of Real Estate Management and serves on
several national committees. She is a member of the Real Estate Board of
Metropolitan St. Louis, Commercial Real Estate Women, The National Association
of Realtors, The Missouri Association of Realtors, and the Leadership St. Louis
Center. She is a licensed real estate broker in the states of Missouri, Illinois
and Minnesota.
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As provided for in Section 6.4 of the Partnership Agreement, Mr. Nooney and
PAN have agreed that it will purchase from Mr. Nooney 1% of Mr. Nooney's General
Partnership interest in the Partnership. This change in ownership in the General
Partners' interests in the Partnership will not in any manner alter or effect
the amount or percentage of income or profits or losses for tax purposes
distributed or allocated to the Limited Partners.
The Partnership has no employees. The managing General Partners of the
Partnership, currently Mr. Nooney and Nooney Income Investments Two, Inc., are
responsible for all aspects of the Partnership's operations.
Mr. Nooney joined Nooney Company in 1954 and has served as Chairman of the
Board and Chief Executive Officer since 1983.
Nooney Income Investments Two, Inc. was formed in 1984 for the purpose of
being a general and/or limited partner in the Partnership and other limited
partnerships. Mr. Nooney is Chairman of the Board and Chief Executive Officer of
Nooney Income Investments, Two, Inc., the voting securities of which are owned
75 percent by Nooney Company and 25 percent by Edward Jones, a stock brokerage
firm.
John J. Nooney, age 57, is a Special General Partner and, as such, does not
exercise any control over the affairs of the Partnership.
Gregory J. Nooney, Jr. is the father of Patricia A. Nooney and the brother
of John J. Nooney.
In voting to elect a new second corporate managing General Partner, Limited
Partners should consider the following: (a) Mr. Nooney, the sole remaining
individual managing General Partner, is now age 66 and his retirement or death
are always a possibility and (b) if Mr. Nooney were to declare bankruptcy, then
he would cease to be a General Partner, as set forth in the Partnership
Agreement, regardless of whether such bankruptcy was voluntary or involuntary.
The possibility of bankruptcy exists because of (i) judgments which have been
obtained against Mr. Nooney by certain family members, which judgments are
currently on appeal, and (ii) other debts and guarantees of debt to various of
his and Nooney Company's creditors.
The views and recommendations of the Partnership contained in this Proxy
Statement are only those of the Managing General Partners.
Property management services for the Partnership's investment properties
are provided by Nooney Krombach Company, for which it receives a management fee
based on the gross revenues of the properties. During 1996 the Partnership paid
Nooney Krombach Company a property management fee of $211,454, plus $40,000 for
certain administrative services (such as accounting, issuing and transfer of
Units, data processing and investor communications). Pursuant to the Partnership
Agreement, the Partnership also pays 9 percent of Net Operating
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Cash Income to the individual General Partners and their designees. Under the
terms of the Partnership Agreement, the payment of a portion of such amount is
subordinated to certain payments to the Limited Partners. Through December,
1996, a total of $249,411 was not distributed as a result of this limitation.
During 1993 Lindbergh Boulevard Partners, L.P. filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code. Mr. Nooney is the general
partner of Nooney Ltd. II, L.P., which in turn is the general partner of Nooney
Development Partners, L.P., which in turn is the general partner of
Nooney-Hazelwood Associates, L.P., which is the general partner of Lindbergh
Boulevard Partners, L.P. Lindbergh Boulevard Partners, L.P. emerged from
bankruptcy on May 17, 1994 when its Plan of Reorganization was confirmed.
OTHER MATTERS
The Partnership knows of no other business to be presented for
consideration at the Meeting. Should any other matters properly come before the
Meeting or any adjournment thereof, it is the intention of the person named in
the accompanying form of proxy to vote such proxies in accordance with his best
judgment on such matters.
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APPENDIX A
[FRONT]
PROXY
NOONEY INCOME FUND LTD. II, L.P.
This proxy is solicited on behalf of the Partnership
The undersigned does hereby appoint Gregory J. Nooney, Jr. the true and
lawful attorney-in fact and proxy of the undersigned with full power of
substitution, to vote all Units of Limited Partnership of the undersigned in
Nooney Income Fund Ltd. II, L.P. at the Special Meeting of Limited Partners to
be held on _________, __, 1997, commencing at 10:00 A.M., at the Pierre Laclede
Conference Center, 7733 Forsyth Boulevard, 2nd Floor, Clayton, Missouri, and at
any adjournment thereof, upon all subjects that may properly come before the
Meeting, including the matters described in the Proxy Statement furnished
herewith, subject to any directions indicated on the reverse side of this proxy.
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Date
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Signature
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Signature, if held jointly
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[BACK]
THE PARTNERSHIP RECOMMENDS A VOTE FOR THE FOLLOWING
1. ELECTION OF A NEW GENERAL PARTNER
FOR THE NOMINEE NAMED BELOW
(except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY to vote
for the nominee named below [ ]
PAN, Inc.
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1.
