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))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NOONEY INCOME FUND LTD., L.P.
(Name of Registrant as Specified in Its Charter)
BOND G.P., LLC
(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:
(2) Aggregate number of securities to which transactions applies:
1
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(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:
2
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AMENDMENT NO. 1
to
SOLICITATION OF CONSENTS
of
LIMITED PARTNERS
of
NOONEY INCOME FUND LTD., L.P.
by
BOND G.P., LLC
September 15, 1999
Bond G.P., LLC, a Missouri limited liability company ("Bond"), hereby
amends its Solicitation of Consents dated August 4, 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., L.P., a
Missouri limited partnership (the "Partnership"), to remove the current general
partners and to elect Bond as the new general partner of the Partnership, and to
approve the marketing of the Partnership assets.
The solicitation of Consents is hereby extended to 11:59 p.m. Central
Standard Time on the earlier to occur of the following dates (the "Expiration
Date"): (i) November 30, 1999 or such later date to which Bond determines to
extend the solicitation, and (ii) the date the required Consents are received.
Bond reserves the right to extend this solicitation of Consents on a daily basis
or for such period or periods as it may determine in its sole discretion from
time to time. Any such extension will be followed as promptly s practicable by
notice thereof by press release or by written notice to the Limited Partners.
During any extension of this solicitation of Consents, all Consents delivered to
Bond will remain effective, unless validly revoked prior to the Expiration Date.
The Consents are solicited upon the terms and subject to the conditions
of the original Solicitation of Consents dated August 4, 1999, as amended
hereby, and the accompanying form of Consent. This Amendment No. 1 and the
accompanying form of Consent of Limited Partners are first being mailed to
Limited Partners on or about September 20, 1999.
CONSENTS SHOULD BE DELIVERED TO BOND AND NOT TO THE PARTNERSHIP.
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 EXPIRES NO
LATER THAN 11:50 P.M. CENTRAL STANDARD
TIME ON NOVEMBER 30, 1999, UNLESS
EXTENDED.
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(Form of Consent)
Nooney Income Fund Ltd., L.P.
a Missouri Limited Partnership (the "Partnership")
CONSENT OF LIMITED PARTNER
This Consent is Solicited on Behalf of Bond G.P., L.L.C.
The undersigned has received the Consent Solicitation Statement dated
August 4, 1999, as amended September 15 ("Consent Solicitation Statement") by
Bond G.P., L.L.C., a Missouri limited liability company ("Bond G.P."), seeking
the approval by written consent of the following proposals:
(1) the removal of the current general partners, Nooney Income
Investments, Inc. a Missouri corporation and John J. Nooney as special general
partner;
(2) the election of Bond G.P. as the new general partner of the
Partnership (which is conditioned on the approval of proposal 1 above); and
(3) the approval to market the Partnership properties.
Each of the undersigned, by signing and returning this Consent, hereby
constitutes and appoints Bond G.P., acting through its officers and employees as
his or her attorney-in-fact for the purposes of executing any and all documents
and taking any and all actions required under the Partnership Agreement in
connection with this Consent and the Consent Solicitation Statement or in order
to implement an approved proposal; and hereby votes all Units of interest in the
capital of the Partnership held of record by the undersigned as follows for the
proposals set forth above, subject to the Consent Solicitation Statement.
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Proposal FOR AGAINST ABSTAIN
1. Removal of General Partners
and Special General Partner [ ] [ ] [ ]
2. Election of New
General Partner, Bond G.P., L.L.C. [ ] [ ] [ ]
3. Marketing of Partnership Assets [ ] [ ] [ ]
Dated: ____________________, 1999
(Important - please fill in)
------------------------
Signature
------------------------
Signature
------------------------
Telephone Number
(Please sign exactly as your name appears on the Partnership's records. Joint
owners should each sign. Attorneys-in-fact, executors, administrators, trustees,
guardians, corporation officers or others acting in representative capacity
should indicate the capacity in which they sign and should give FULL title, and
submit appropriate evidence of authority to execute the Consent)
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THIS CONSENT IS SOLICITED BY BOND G.P., L.L.C. LIMITED PARTNERS WHO RETURN A
SIGNED CONSENT BUT FAIL TO INDICATE THEIR APPROVAL OR DISAPPROVAL AS TO ANY
MATTER WILL BE DEEMED TO HAVE VOTED TO APPROVE SUCH MATTER. THIS CONSENT IS
VALID FROM THE DATE OF ITS EXECUTION UNLESS DULY REVOKED.
NOONEY INCOME FUND LTD, L.P.
a Missouri Limited Partnership (the "Partnership")
CONSENT OF LIMITED PARTNER
Deliveries of Consents, properly completed and duly executed, should be
made to Bond G.P. at the address set forth below. A prepaid, return envelope is
included herewith.
Questions and requests for assistance about procedures for consenting
or other matters relating to this Solicitation may be directed to Bond G.P. at
the address and telephone number listed below. Additional copies of this Consent
Solicitation Statement and form of Consent may be obtained from Bond G.P. as set
forth below.
Bond G.P., L.L.C.
1100 Main - Suite 2100
Kansas City, Missouri 64105
(816) 421-4670
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