-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I7DQ4qPIHzMa3Hh4i4UlOKbm9YEktKEFQF7iL+IuOi848axEpwl1u7auhHSBPoye FYICLHOsMBLHHqgIhkZpzg== 0000916002-97-000050.txt : 19970925 0000916002-97-000050.hdr.sgml : 19970925 ACCESSION NUMBER: 0000916002-97-000050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970924 SROS: NASD GROUP MEMBERS: BRYAN COLLINS GROUP MEMBERS: CHRIS GARLICH GROUP MEMBERS: COMMITTEE TO INCREASE SHAREHOLDER VALUE AT NOONEY REALTY TRU GROUP MEMBERS: DAVID D. FRENCH GROUP MEMBERS: HERON POINT, L.L.C. GROUP MEMBERS: HOME MEDICAL SPECIALTY EQUIPMENT, INC. GROUP MEMBERS: J. THOMAS BURCHAM GROUP MEMBERS: JAYHAWK CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: JAYHAWK INVESTMENTS, L.P. GROUP MEMBERS: JOHN MCKEE GROUP MEMBERS: KENT C. MCCARTHY GROUP MEMBERS: MONTE MCDOWELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOONEY REALTY TRUST INC CENTRAL INDEX KEY: 0000748580 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 431339136 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40969 FILM NUMBER: 97684919 BUSINESS ADDRESS: STREET 1: 7701 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148637700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMMITTEE TO INCREASE SHAREHOLDER VALUE AT NOONEY REALTY TRU CENTRAL INDEX KEY: 0001040551 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1100 MAIN STREET 2: STE 2100 CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8164214670 MAIL ADDRESS: STREET 1: 1100 MAIN STREET 2: STE 2100 CITY: KANSAS CITY STATE: MO ZIP: 64105 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2)* NOONEY REALTY TRUST, INC. (Name of Issuer) Common Stock, $1.00 Par Value (Title of Class of Securities) 655379105 (CUSIP Number) Scott M. Herpich, Lathrop & Gage L.C., 2345 Grand Blvd., Suite 2800, Kansas City, MO 64108, (816) 292-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 09/05/97 (Date of Event Which Requires Filing of This Statement) If the reporting person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box. ______ Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 19 pages) - -------------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 CUSIP Number 655379105 (1) Name of Reporting Person Jayhawk Investments, L.P. (2) Check the Appropriate Box (a) X if a Member of a Group* (b) (3) SEC Use Only (4) Source of funds WC (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______ (6) Citizenship or Place of Organization Delaware Number of shares (7) Sole Voting Power beneficially owned _______ by each reporting person with: (8) Shared Voting Power 30,000 (9) Sole Dispositive Power ______ (10) Shared Dispositive Power 30,000 (11) Aggregate Amount Beneficially Owned By Each Reporting Person 30,000 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ (13) Percent of Class Represented by Amount in Row (11) 3.46% (14) Type of Reporting Person* PN * See Instructions before Filling Out! 2 CUSIP Number 655379105 (1) Name of Reporting Person Jayhawk Capital Management, L.L.C. (2) Check the Appropriate Box (a) X if a Member of a Group* (b) (3) SEC Use Only (4) Source of funds AF (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______ (6) Citizenship or Place of Organization Delaware Number of shares (7) Sole Voting Power beneficially owned _______ by each reporting person with: (8) Shared Voting Power 30,000 (9) Sole Dispositive Power _______ (10) Shared Dispositive Power 30,000 (11) Aggregate Amount Beneficially Owned By Each Reporting Person 30,000 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ________ (13) Percent of Class Represented by Amount in Row (11) 3.46% (14) Type of Reporting Person* OO * See Instructions before Filling Out! 3 CUSIP Number 655379105 (1) Name of Reporting Person Kent C. McCarthy (2) Check the Appropriate Box (a) X if a Member of a Group* (b) (3) SEC Use Only (4) Source of funds AF (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______ (6) Citizenship or Place of Organization United States Number of shares (7) Sole Voting Power beneficially owned _______ by each reporting person with: (8) Shared Voting Power 30,000 (9) Sole Dispositive Power _______ (10) Shared Dispositive Power 30,000 (11) Aggregate Amount Beneficially Owned By Each Reporting Person 30,000 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* _________ (13) Percent of Class Represented by Amount in Row (11) 3.46% (14) Type of Reporting Person* IN * See Instructions before Filling Out! 4 CUSIP Number 655379105 (1) Name of Reporting Person John McKee (2) Check the Appropriate Box (a) X if a Member of a Group* (b) (3) SEC Use Only (4) Source of funds PF** (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______ (6) Citizenship or Place of Organization United States Number of shares (7) Sole Voting Power beneficially owned 35,378 by each reporting person with: (8) Shared Voting Power _______ (9) Sole Dispositive Power 35,378 (10) Shared Dispositive Power ________ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 35,378 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ (13) Percent of Class Represented by Amount in Row (11) 4.08% (14) Type of Reporting Person* IN * See Instructions before Filling Out! ** A portion of the funds was obtained by purchasing on a margin account. 5 CUSIP Number 655379105 (1) Name of Reporting Person Chris Garlich (2) Check the Appropriate Box (a) X if a Member of a Group* (b) (3) SEC Use Only (4) Source of funds PF** (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______ (6) Citizenship or Place of Organization United States Number of shares (7) Sole Voting Power beneficially owned 26,600 by each reporting person with: (8) Shared Voting Power ______ (9) Sole Dispositive Power 26,600 (10) Shared Dispositive Power ______ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 26,600 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ (13) Percent of Class Represented by Amount in Row (11) 3.07% (14) Type of Reporting Person* IN * See Instructions before Filling Out! ** A portion of the funds was obtained by purchasing on a margin account. 6 CUSIP Number 655379105 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person David D. French ###-##-#### (2) Check the Appropriate Box X if a Member of a Group* (3) SEC Use Only (4) Source of funds PF** (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______ (6) Citizenship or Place of Organization United States Number of shares (7) Sole Voting Power beneficially owned 17,000 by each reporting person with: (8) Shared Voting Power ______ (9) Sole Dispositive Power 17,000 (10) Shared Dispositive Power ______ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 17,000 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ (13) Percent of Class Represented by Amount in Row (11) 1.96% (14) Type of Reporting Person* IN * See Instructions before Filling Out! ** A portion of the funds was obtained by purchasing on a margin account. 7 CUSIP Number 655379105 (1) Name of Reporting Person Bryan P. Collins (2) Check the Appropriate Box (a) X if a Member of a Group* (b) (3) SEC Use Only (4) Source of funds PF** (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______ (6) Citizenship or Place of Organization United States Number of shares (7) Sole Voting Power beneficially owned 2,100 by each reporting person with: (8) Shared Voting Power ______ (9) Sole Dispositive Power 2,100 (10) Shared Dispositive Power ______ (11) Aggregate Amount Beneficially Owned By Each Reporting Person 2,100 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ (13) Percent of Class Represented by Amount in Row (11) .24% (14) Type of Reporting Person* IN * See Instructions before Filling Out! ** A portion of the funds was obtained by purchasing on a margin account. 8 CUSIP Number 655379105 (1) Name of Reporting Person Monte McDowell (2) Check the Appropriate Box (a) X if a Member of a Group* (b) (3) SEC Use Only (4) Source of funds PF (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______ (6) Citizenship or Place of Organization United States Number of shares (7) Sole Voting Power beneficially owned 18,136 by each reporting0 person with: (8) Shared Voting Power 4,000 (9) Sole Dispositive Power 18,136 (10) Shared Dispositive Power 4,000 (11) Aggregate Amount Beneficially Owned By Each Reporting Person 22,136 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ (13) Percent of Class Represented by Amount in Row (11) 2.09% (14) Type of Reporting Person* IN * See Instructions before Filling Out! 9 CUSIP Number 655379105 (1) Name of Reporting Person Home Medical Specialty Equipment, Inc. (2) Check the Appropriate Box (a) X if a Member of a Group* (b) (3) SEC Use Only (4) Source of funds WC** (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______ (6) Citizenship or Place of Organization Missouri Number of shares (7) Sole Voting Power beneficially owned ____ by each reporting person with: (8) Shared Voting Power 4,000 (9) Sole Dispositive Power (10) Shared Dispositive Power 4,000 (11) Aggregate Amount Beneficially Owned By Each Reporting Person 4,000 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ (13) Percent of Class Represented by Amount in Row (11) .46% (14) Type of Reporting Person* CO * See Instructions before Filling Out! ** A portion of the funds was obtained by purchasing on a margin account. 10 CUSIP Number 655379105 (1) Name of Reporting Person Heron Point, L.L.C. (2) Check the Appropriate Box (a) X if a Member of a Group* (b) (3) SEC Use Only (4) Source of funds WC** (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______ (6) Citizenship or Place of Organization Missouri Number of shares (7) Sole Voting Power beneficially owned ____ by each reporting person with: (8) Shared Voting Power 4,537 (9) Sole Dispositive Power ______ (10) Shared Dispositive Power 4,537 (11) Aggregate Amount Beneficially Owned By Each Reporting Person 4,537 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ________ (13) Percent of Class Represented by Amount in Row (11) 0.52% (14) Type of Reporting Person* OO * See Instructions before Filling Out! ** A portion of the funds was obtained by purchasing on a margin account. 11 CUSIP Number 655379105 (1) Name of Reporting Person J. Thomas Burcham (2) Check the Appropriate Box (a) X if a Member of a Group* (b) (3) SEC Use Only (4) Source of funds AF (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______ (6) Citizenship or Place of Organization United States Number of shares (7) Sole Voting Power beneficially owned ______ by each reporting person with: (8) Shared Voting Power 4,537 (9) Sole Dispositive Power ______ (10) Shared Dispositive Power 4,537 (11) Aggregate Amount Beneficially Owned By Each Reporting Person 4,537 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ (13) Percent of Class Represented by Amount in Row (11) 0.52% (14) Type of Reporting Person* IN * See Instructions before Filling Out! 12 INTRODUCTORY STATEMENT This filing by the reporting persons listed below amends the Schedule 13D filed by the Shareholder Committee To Increase Shareholder Value At Nooney Realty Trust, Inc., with the Securities and Exchange Commission on August 25, 1997, as amended September 5, 1997, to add the additional information set forth herein. Item 1. Security and Issuer. This Schedule 13D relates to the common stock, par value $1.00 per share (the "Securities"), of Nooney Realty Trust, Inc., a Missouri corporation ("Nooney"), whose principal executive offices are located at 7701 Forsyth Boulevard, St. Louis, Missouri 63105. Item 2. Identity and Background. This report is filed by Jayhawk Investments, L.P., a Delaware limited partnership ("JILP"), Jayhawk Capital Management, L.L.C., a Delaware limited liability company ("JCM"), Kent C. McCarthy ("Mr. McCarthy"), John McKee ("Mr. McKee"), Chris Garlich ("Mr. Garlich"), Monte McDowell ("Mr. McDowell"), Bryan P. Collins ("Mr. Collins"), David D. French ("Mr. French"), Home Medical Specialty Equipment, Inc., a Missouri corporation ("Home Medical"), Heron Point, L.L.C., a Missouri limited liability company ("Heron Point") and J. Thomas Burcham ("Mr. Burcham"). JILP, JCM, Mr. McCarthy, Mr. McKee, Mr. Garlich, Mr. McDowell, Mr. Collins, Mr. French, Home Medical, Heron Point and Mr. Burcham (collectively, the "Current Filers") previously filed Amendment No. 1 to Schedule 13D ("Amendment No. 1") with KelCor, Inc., a Missouri corporation ("KelCor"), David L. Johnson ("Mr. Johnson"), Sandra L. Castetter ("Ms. Castetter"), John W. Alvey ("Mr. Alvey") and Daniel W. Pishny ("Mr. Pishny") (the "Previous Filers") with regard to the Securities because the Current Filers and the Previous Filers agreed to cooperate for the limited purpose of arranging the purchase of the Securities by Mr. Johnson, Ms. Castetter, Mr. Pisnhy, JILP, Mr. McKee, Mr. Garlich, Mr. McDowell, Mr. Collins, Mr. McKee, Mr. French, Mr. Alvey, Home Medical and Heron Point (the "Purchase"). Because the Purchase is now complete, the Current Filers no longer have any contract, arrangement, understanding or relationship with the Previous Filers for the purpose of acquiring, holding, voting or disposing of the Securities. Therefore, the Current Filers are no longer subject to the reporting requirements of Section 13 of the Securities and Exchange Act of 1934, as amended. In Amendment No 1., Heron Point was incorrectly identified as a Missouri limited partnership. As Indicated above, Heron Point is a Missouri limited liability company. Mr. Burcham is a manager of Heron Point. Item 3. Source and Amount of Funds or Other Consideration. The additional 4,341 shares of the Securities acquired by Mr. McKee and reported in Item 5(c) were purchased through a broker on a margin account. In total, 35,378 shares of the Securities are held by Mr. McKee in the margin account. As of the date of this filing, the amount of indebtedness with respect to this margin account for the purchase of the Securities was approximately $155,500. 13 Item 4. Purpose of the Transaction. N/A Item 5. Interest in the Securities of the Issuer. (a) Mr. McKee is the direct beneficial owner of 35,378 shares of the Securities, which represent approximately 4.08% of the outstanding shares. (b) Mr. McKee has the direct power to vote and direct the disposition of the 35,378 shares held by him. (c) Since the September 5, 1997, Schedule 13D filing, the following purchase was made by Mr. McKee through a broker on a margin account: Purchase Price Reporting Person Securities Purchased Date (including commissions) - ---------------- --------------------- -------- ----------------------- Mr. McKee 4,341 09-03-97 $10.97* Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. As indicated above, because the Current Filers are unaffiliated with the Previous Filers and because the Purchase is complete, the Current Filers no longer have any contract, arrangement, understanding or relationship with the Previous Filers for the purpose of acquiring, holding, voting or disposing of the Securities, nor do the Current Filers have any such contract, arrangement, understanding or relationship with themselves, other than the relationship among JILP, JCM and McCarthy described in Amendment No. 1 and the other affiliate relationships among the Current Filers described in Amendment No. 1. Item 7. Exhibits 99.1 Joint Filing Agreement - -------- *The 4,341 shares were purchased in a block purchase of 13,382 shares of the Securities. Bradley A. Cochennet ("Mr. Cochennet") purchased the other 9,041 shares in the block purchase, which represent approximately 1.04% of the outstanding shares of the Securities. Mr. Cochennet is unaffiliated with any of the Current Filers or the Previous Filers. 14 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. JAYHAWK INVESTMENTS, L.P. a Delaware limited partnership By: JAYHAWK CAPITAL MANAGEMENT, L.L.C., General Partner By:/s/ Kent C. McCarthy -------------------- Kent C. McCarthy Manager Date: September 22, 1997 JAYHAWK CAPITAL MANAGEMENT, L.L.C., a Delaware limited liability company By:/s/ Kent C. McCarthy ------------------------ Kent C. McCarthy Manager Date: September 22, 1997 /s/ Kent C. McCarthy - ------------------------------------ Kent C. McCarthy Date: September 22, 1997 /s/ John McKee Date: September 17, 1997 - ------------------------------------ John McKee /s/ Chris Garlich Date: September 22, 1997 - ------------------------------------ Chris Garlich /s/ Monte McDowell Date: September 23, 1997 - ------------------------------------ Monte McDowell /s/ Bryan P. Collins Date: September 16, 1997 - ------------------------------------ Bryan P. Collins 15 /s/ David D. French Date: September 13, 1997 - ------------------------------------ David D. French HOME MEDICAL SPECIALTY EQUIPMENT, INC., a Missouri corporation By:/s/ Monte McDowell Date: September 23, 1997 --------------------------------- Monte McDowell President HERON POINT, L.L.C., a Missouri limited liability company By:/s/ J. Thomas Burcham Date: September 23, 1997 --------------------------------- J. Thomas Burcham Manager /s/ J. Thomas Burcham Date: September 23, 1997 - ------------------------------------ J. Thomas Burcham 16 EXHIBIT INDEX 99.1 Joint Filing Agreement 17 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the persons named below hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments thereto) with respect to the shares of Common Stock of Nooney Realty Trust, Inc. beneficially owned by each of them and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date set forth below. JAYHAWK INVESTMENTS, L.P. a Delaware limited partnership By: JAYHAWK CAPITAL MANAGEMENT, L.L.C., General Partner By:/s/ Kent C. McCarthy ----------------------- Kent C. McCarthy Manager Date: September 22, 1997 JAYHAWK CAPITAL MANAGEMENT, L.L.C., a Delaware limited liability company By:/s/ Kent C. McCarthy ----------------------- Kent C. McCarthy Manager Date: September 22, 1997 /s/ Kent C. McCarthy - ------------------------------ Kent C. McCarthy Date: September 22, 1997 /s/ John McKee Date: September 17, 1997 - ------------------------------------ John McKee 18 /s/ Chris Garlich Date: September 22, 1997 - ------------------------------------ Chris Garlich /s/ Monte McDowell Date: September 23, 1997 - ------------------------------------ Monte McDowell /s/ Bryan P. Collins Date: September 16, 1997 - ------------------------------------ Bryan P. Collins /s/ David D. French Date: September 13, 1997 - ------------------------------------ David D. French HOME MEDICAL SPECIALTY EQUIPMENT, INC., a Missouri corporation By:/s/ Monte McDowell Date: September 23, 1997 --------------------------------- Monte McDowell President HERON POINT, L.L.C., a Missouri limited liability company By:/s/ J. Thomas Burcham Date: September 23, 1997 --------------------------------- J. Thomas Burcham Manager /s/ J. Thomas Burcham Date: September 23, 1997 - ------------------------------------ J. Thomas Burcham 19 -----END PRIVACY-ENHANCED MESSAGE-----