SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] 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)
BOND G.P., L.L.C.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
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(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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AMENDMENT NO. 2
to
SOLICITATION OF CONSENTS
of
LIMITED PARTNERS
of
NOONEY INCOME FUND LTD. II, L.P.
by
BOND G.P., L.L.C.
a Missouri limited liability company
December 3, 1999
Bond G.P., L.L.C., a Missouri limited liability company ("Bond"), hereby
amends its Solicitation of Consents dated August 4, 1999, as amended September
15, 1999 (the "Solicitation"), by which Bond is seeking the approval by written
consent (the "Consents") of the limited partners (the "Limited Partners") of
Nooney Income Fund Ltd. II, L.P., a Missouri limited partnership (the
"Partnership"), to remove the current general partner and to elect Bond as the
new general partner of the Partnership, and to approve the marketing of the
Partnership.
The Solicitation of Consents is hereby terminated as of December 3, 1999, at
5:00 p.m. Eastern Time (the "Expiration Date"). The Solicitation of Consents has
been terminated in connection with a settlement agreement that Bond and its
affiliates entered into with the CGS Real Estate Company, Inc. ("CGS") and its
affiliates. Pursuant to the settlement agreement, Bond and its affiliates agreed
to terminate the Solicitation and sold its 59 limited partnership units of the
Partnership to CGS at a per unit price of $450.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT PASSED UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
This Solicitation of Consents has expired at 5:00
p.m. Eastern Time on December 3, 1999.
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