(Nooney Income Fund Ltd. II, L.P.)
(File Number: 000-14360)
NOONEY INCOME FUND LTD. II, L.P.
One Memorial Drive, Suite 1000
St. Louis, MO 63102
314.206.4600
March 15, 2000
Dear Investor:
We want to inform you of a proposed future transaction involving Nooney
Income Fund Ltd. II, L.P., which we believe could benefit the limited partners
of the Partnership.
CGS Real Estate Company, Inc. ("CGS"), an affiliate of the managing
general partner of the Partnership, is in the process of developing a plan
pursuant to which the properties owned by the Partnership would be combined with
the properties of other real estate partnerships managed by CGS and its
affiliates. These limited partnerships own office properties, industrial
properties, shopping centers, and residential apartment properties. It is
expected that the acquiror would in the future qualify as a real estate
investment trust. Limited partners would receive shares of common stock in the
acquiror, which would be listed on a national securities exchange or the NASDAQ
national market system.
The purpose of the transaction is to combine the assets of the
partnerships and CGS in a new entity which will be able to raise capital and
acquire additional properties. In addition, limited partners, as shareholders in
the real estate investment trust, would hold a security freely tradable on a
stock exchange.
The Partnership's participation in this plan will require the consent
of the limited partners. The plan and the benefits and risks thereof will be
described in detail in a registration statement filed under the Securities Act
of 1933 and solicitation material to be provided to limited partners in
connection with the solicitation of the consent of the limited partners. This
notice does not constitute an offer of any securities for sale.
All limited partners should recognize that the plan described above is
in the preliminary stages and the managing general partner can make no
assurances that such plan will be consummated.
During August of 1999 many of you received a consent solicitation from
Bond G.P., LLC. This consent solicitation was withdrawn by Bond G.P., LLC on
December 3, 1999.
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All limited partners are strongly urged to read the relevant documents which
will be filed with the Securities Exchange Commission in connection with the
above described transaction. These documents will contain important information
and you may obtain them free of charge on the Securities Exchange Commission's
website at www.sec.gov.
Sincerely,
Nooney Income Fund Ltd. II, L.P.
By: Nooney Income Investments Two, Inc.
General Partner
By: /s/ Gregory J. Nooney, Jr.
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Gregory J. Nooney, Jr.
Vice Chairman
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