-----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, BSQ0X3OnnGYypyc/Sr0RZWOelp/EdVg/ODmHAu0FkrdlhpwHODf0QUpBODkHgZcP Qg8jHoMJnaE/m/hN/D6OYg== 0000948524-99-000006.txt : 19990301 0000948524-99-000006.hdr.sgml : 19990301 ACCESSION NUMBER: 0000948524-99-000006 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19981130 FILED AS OF DATE: 19990226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOONEY REAL PROPERTY INVESTORS FOUR L P CENTRAL INDEX KEY: 0000700720 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 431250566 STATE OF INCORPORATION: MO FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-11023 FILM NUMBER: 99551503 BUSINESS ADDRESS: STREET 1: 500 NORTH BROADWAY CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148637700 MAIL ADDRESS: STREET 1: 7701 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105 10-K405 1 NOVEMBER 30, 1998 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 10-K (Mark One) _X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended November 30, 1998 ------------------------------------------------------ OR ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to ------------------- ------------------------- Commission file number 0-11023 ----------- NOONEY REAL PROPERTY INVESTORS-FOUR, L.P - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Missouri 43-1250566 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer) incorporation or organization) Identification No.) 500 North Broadway, St. Louis, Missouri 63102 - --------------------------------------- ---------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 206-4600 ----------------------------- - -------------------------------------------------------------------------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered ------------------- ------------------------------------------- None Not Applicable - --------------------------------- ----------------------------------------- Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Interests ----------------------------- (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ___. _X_ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. As of February 1, 1999, the aggregate market value of the Registrant's units of limited partnership interest (which constitute voting securities under certain circumstances) held by non-affiliates of the Registrant was $13,529,000. (The aggregate market value was computed on the basis of the initial selling price of $1,000 per unit of limited partnership interest, using the number of units not beneficially owned on February 1, 1999 by the General Partners or holders of 10% or more of the Registrant's limited partnership interests. The initial selling price of $1,000 per unit is not the current market value. Accurate pricing information is not available because the value of the units of limited partnership interests is not determinable since no active secondary market exists. The characterization of such General Partners and 10% holders as affiliates is for the purpose of this computation only and should not be construed as an admission for any purpose that any such persons are, or other persons not so characterized are not, in fact, affiliates of the Registrant). Documents incorporated by reference: Portions of the Prospectus of the Registrant dated April 8, l982, as supplemented and filed pursuant to Rule 424(c) of the Securities Act of 1933, are incorporated by reference in Part III of this Annual Report on Form 10-K. -2- PART I ------ ITEM 1: BUSINESS - -------------------------- It should be noted that this 10-K contains forward-looking information (as defined in the Private Securities Litigation Reform Act of 1995) that involves risk and uncertainty, including trends in the real estate investment market, projected leasing and sales, and the future prospects for the Registrant. Actual results could differ materially from those contemplated by such statements. Nooney Real Property Investors-Four, L.P. (the "Registrant") is a limited partnership formed under the Missouri Uniform Limited Partnership Law on February 9, 1982, to invest, on a leveraged basis, in income-producing real properties such as shopping centers, office buildings, apartment complexes, office/warehouses and other commercial properties. The Registrant originally invested in five real property investments. During fiscal 1990, one of the Registrant's properties, Yankee Square I Office Building in Eagan, Minnesota, was sold to an individual unaffiliated with the Registrant. During fiscal 1991, one of the Registrant's properties, Courtyard Office Building in Creve Coeur, Missouri, was conveyed by deed in lieu of foreclosure to Courtyard Office Building, Inc., the assignee of Courtyard Associates, in order to satisfy the default that existed under the mortgage note held by Courtyard Associates. During fiscal 1993, Quad I Warehouse was sold to a party unaffiliated with the Registrant. The Registrant's primary investment objectives are to preserve and protect the Limited Partners' capital and obtain long-term appreciation in the value of its properties. The original term of the Registrant is until December 31, 2082. The Registrant anticipates liquidating during 1999. For further discussion, see Item 7, "Liquidity and Capital Resources." It was originally anticipated that the Registrant would sell or refinance its properties within approximately five to ten years after their acquisition. The depression of real estate values experienced nationwide from 1988 to 1993 lengthened this time frame in order to achieve the goal of capital appreciation. The Registrant is intended to be self-liquidating and proceeds, if any, from the sale or refinancing of the Registrant's real property investments will not be invested in new properties but will be distributed to the Partners or, at the discretion of the General Partners, applied to capital improvements to, or the payment of indebtedness with respect to, existing properties, the payment of other expenses or the establishment of reserves. (See Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations.) At a Special Meeting of Limited Partners of Registrant held on January 21, 1999, the limited partners approved an amendment to Section 5.2 of the Registrant's Amended and Restated Agreement of Limited Partnership dated April 7, 1982, to permit, among other things, the Registrant to sell one or more of its properties to affiliates of the general partners of the Registrant under certain circumstances. The Limited Partners further approved the sale of Registrant's two remaining properties to an affiliate of the Registrant at their appraised values (subject to certain adjustments). The sale is subject to normal due diligence, i.e. title approval, satisfactory environmental reports, approval of existing lender to permit transfer of title subject to the present first mortgage financing, and -3- satisfactory reports on structural and other physical characteristics. There is no assurance that the sale will be consummated since the closing is conditioned upon contingencies beyond the control of the Registrant. If the sale goes through, it will result in the dissolution of the Registrant. The business in which the Registrant is engaged is highly competitive. The Registrant's investment properties are located in or near major urban areas and are subject to competition from other similar types of properties in such areas. The Registrant competes for tenants for its properties with numerous other real estate limited partnerships, as well as with individuals, corporations, real estate investment trusts and other entities engaged in real estate investment activities. Such competition is based on such factors as location, rent schedules and services and amenities provided. The Registrant has no employees. Property management services for the Registrant's investment properties are provided by Nooney, Inc. an affiliate of the General Partners. Throughout the 10-K, references are made to the following companies listed in Column A below. Please note that on January 28,1998, the names of said companies were changed to the names listed in Column B below. Column A Column B -------- -------- Nooney Company Brooklyn Street Properties, Inc. Nooney Krombach Company Hanley Brokers, Inc. ITEM 2: PROPERTIES - ---------------------------- On February 16, l982, the Registrant purchased the Cobblestone Court Shopping Center ("Cobblestone"), located at 14150 Nicollet Avenue South in Burnsville, Minnesota, a suburb of Minneapolis. Cobblestone, which contains approximately 98,000 net rentable square feet, was constructed in l980 of brick and concrete with a wood facade covering a portion of an enclosed pedestrian walkway. Cobblestone is located on an 11 acre site which provides paved parking for 605 cars. The purchase price of Cobblestone was $5,882,318. Cobblestone was 59% leased by 7 tenants at year end. On July 28, l982, the Registrant purchased the Woodhollow Apartments ("Woodhollow"), a 402- unit garden apartment complex located on Dorsett Road in west St. Louis County, Missouri. The complex, which was constructed in phases in l971 and l972, consists of 17 buildings containing one, two and three bedroom apartments. The complex is located on a 26 acre site which provides paved parking for 707 cars. The purchase price of Woodhollow was $12,665,147. Woodhollow was 92% occupied at year end. Reference is made to Note 3 to Notes to Financial Statements filed herewith as Exhibit 99.3 in response to Item 8 for a description of the mortgage indebtedness secured by the Registrant's real property investments. -4- The following table sets forth certain information as of November 30, 1998, relating to the properties owned by the Registrant.
AVERAGE ANNUALIZED EFFECTIVE TOTAL BASE RENT PRINCIPAL TENANTS SQUARE ANNUALIZED PER SQUARE PERCENT OVER 10% OF PROPERTY LEASE PROPERTY FEET BASE RENT FOOT LEASED BASE RENT REVENUES (%) EXPIRATION - -------- ------ ---------- ---------- ------- ----------------------- ---------- Cobblestone 97,718 $ 435,774 $7.56 59% T.J. Maxx (23%) 2001 Old Country Buffet (16%) 2000 Woodhollow 402 Units $2,284,320 $5,682/unit 92% None
ITEM 3: LEGAL PROCEEDINGS - ----------------------------------- The Registrant is not a party to any material pending legal proceedings. ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - --------------------------------------------------------------------- There were no matters submitted to a vote of security holders during the fourth quarter of fiscal 1998. PART II ------- ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED - ----------------------------------------------------------------------- STOCKHOLDER MATTERS ------------------- As of February 1, 1999, there were 1,199 record holders of Interests in the Registrant. There is no public market for the Interests, and it is not anticipated that a public market will develop. There were no cash distributions paid to the Limited Partners during fiscal 1997 or fiscal 1998. -5- ITEM 6: SELECTED FINANCIAL DATA
Year Ended November 30, ------------------------------------------------------------------------ 1998 1997 1996 1995 1994 (Not covered by independent auditors' report) Rental and other income $ 3,287,570 $ 3,406,566 $ 3,505,163 $ 3,391,439 $ 3,281,516 Net loss from operations (401,699) (193,748) (18,733) (151,835) (405,172) Data per limited partnership unit - net loss (29.18) (14.07) (1.36) (11.03) (29.43) Weighted average limited partnership units outstanding 13,529 13,529 13,529 13,529 13,529 At year-end: Total assets 17,918,396 11,628,080 11,211,633 11,322,989 11,789,994 Investment property - net 17,585,000 11,110,241 10,678,208 10,705,962 11,170,661 Mortgage notes payable 13,500,465 12,871,393 12,529,484 12,628,720 12,721,302 Partners' deficiency in assets (1) (1,687,945) (1,494,197) (1,475,464) (1,323,629) Net liabilities in liquidation (1) (3,128,533) See Item 7: Management's Discussion and Analysis for discussion of comparability of items. (1) A plan of liquidation was approved effective January 21, 1999. As a result, the Partnership's financial statements as of and for the year ended November 30,1998 have been prepared on a liquidation basis. For more information, see Notes 1 and 2 to the financial statements for the year ended November 30, 1998. -6-
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL - ------------------------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS ----------------------------------- Liquidity and Capital Resources - ------------------------------- Cash reserves as of November 30, 1998 are $227,373, a decrease of $100,537 from the year ended November 30, 1997. The decrease in cash is due to lower occupancy at Cobblestone Court and a decrease in the Registrant's real estate tax escrow accounts as the real estate taxes were paid in November 1998 at the time of the properties' refinancing. In the prior year, Cobblestone Court's real estate tax escrow account had a balance of $105,227. On January 21, 1999, a plan to sell the Registrant's Woodhollow Apartments property and the Cobblestone Court Shopping Center property was approved by a majority of the limited partners by proxy. The Registrant has entered into sales contracts on both properties with American Spectrum Realty, Inc., an affiliate of Nooney Capital Corp., which serves as a general partner of the Registrant. The sales contracts provide that the purchase price will be at appraised value and are subject to a 60-day due diligence period. Consummation of the sale will result in the dissolution of the Registrant and require the General Partners to liquidate the Registrant and distribute the proceeds therefrom to the Limited Partners. There is no assurance that the sale will be consummated since the closing is conditioned upon contingencies beyond the control of the Registrant. The Cobblestone sales contract provides for a net sale price of $3,100,000. Accordingly, a loss has been recognized of $753,428 to record the property at its fair value less costs to sell as an adjustment in liquidation. The Woodhollow sales contract provides for a sale price of $14,600,000. Because the transaction is not closed at this time, the amount of the gain that may ultimately be realized of $7,200,029, net of sales costs, is included as a deferred gain as an adjustment in liquidation at November 30, 1998. If the sale of the properties is consummated, management believes there will be enough cash to discharge all liabilities and distribute the excess proceeds to the limited partners. The Registrant will continue to manage the properties to achieve its original investment objectives until the time of sale and liquidation. On November 30, 1998, the Registrant refinanced the debt on both of its properties. A new note with a balance of $13,500,465 secured by both Cobblestone Court and Woodhollow Apartments was obtained. The note is at an interest rate of LIBOR + 2.75% and calls for monthly principal payments of $15,818. The loan matures November 30, 2001. -7- Results of Operations - --------------------- The results of operations for the Registrant's properties for the years ended November 30, 1998, 1997 and 1996 are detailed in the schedule below. The information contained in the schedule are the results of operations for each property prior to the proposed adjustment to liquidation basis. For further discussion of the liquidation, see Item 7, "Liquidity and Capital Resources". Expenses of the Registrant are excluded. Woodhollow Cobblestone ---------- ----------- 1998 ---- Revenues $ 2,373,612 $ 911,125 Expenses 2,565,806 1,126,982 ------------------------------ Net (Loss) from Operations $ (192,194) $ (215,857) ============================== 1997 ---- Revenues $ 2,375,142 $ 1,036,061 Expenses 2,446,486 1,156,046 ------------------------------ Net (Loss) from Operations $ (70,344) $ (119,985) ============================== 1996 ---- Revenues $ 2,368,763 $ 1,125,543 Expenses 2,397,699 1,043,807 ------------------------------ Net Income (Loss) from Operations $ (28,936) $ 81,736 ============================== 1998 Property Comparisons - ------------------------- Cobblestone revenues declined $124,936 from 1997 to 1998 due to a decrease in base rental revenue ($107,043), real estate tax reimbursement ($40,168), miscellaneous non-rental income ($16,896), and common area maintenance income ($31,650), partially offset by an increase in miscellaneous rental income ($22,064), and a decrease in bad debt expense of ($36,716). The revenues decreased due to the decrease in occupancy when comparing 1998 to 1997. Expenses decreased $29,064 when comparing 1998 to 1997. The main reason for the decrease in expenses was a decrease in operating expenses of the property ($43,586), partially offset by an increase in interest expense ($16,532). At Woodhollow Apartments, revenues were steady when comparing 1998 to 1997. Expenses increased $119,320 when comparing 1998 to 1997 due to an increase in depreciation ($31,809), amortization ($36,526), payroll of maintenance personnel ($42,109), professional services-other ($22,792), partially offset by decreases in swimming pool expense ($9,794), and interest expense ($2,518). -8- The occupancy levels at the Registrant's properties as of November 30 were: Occupancy rates at November 30 1998 1997 1996 ---------------------------- Woodhollow 92% 92% 95% Cobblestone 59% 69% 84% At Woodhollow, occupancy remained steady during the fourth quarter of 1998 at 92%. The Registrant believes that the overall occupancy of the apartments will rebound once spring arrives and the demand for rental apartments improves. Occupancy at Cobblestone decreased from 69% at the beginning of the year to 59% at the end of the year. During the year, one tenant renewed its space for 4,304 square feet and seven tenants vacated who occupied 10,373 square feet. No new tenants were signed during the year. The main focus has been on finding a new anchor tenant for the East end of the Mall which was not accomplished during 1998. The center has one major tenant who occupies approximately 26% of the available space under a lease which expires in January 2001. A second major tenant occupies approximately 9% of the available space under a lease which expires April 2000. Year 2000 issues - ---------------- Information Technology Systems - ------------------------------ The Registrant utilizes computer software for its corporate and real property accounting records and to prepare its financial statements, as well as for internal accounting purposes. The vendor of the Registrant's software has informed the Registrant that it is Year 2000 compliant. The Registrant believes after reasonable investigation that its information technology hardware is Year 2000 compliant. However, in the event that such systems should fail, as a contingency plan, the Registrant could prepare all required accounting entries manually, without incurring material additional operating expenses. Non-Information Technology Systems - ---------------------------------- At the request of the Registrant, its property managers have completed their review of the major date- sensitive non-information technology systems such as the elevators, heating, ventilating, air conditioning and cooling ("HVAC") systems, locks, and other like systems in the Registrant's properties and have determined that such systems are materially Year 2000 compliant. In some of the Registrant's properties, its property managers have utilized the services of third-party consultants in making this determination, while in other properties, the property managers have internally made such determinations. The Registrant does not separately track the internal costs incurred for its Year 2000 project. The Registrant does not believe that the Year 2000 issue will pose significant problems to the Registrant's information technology and non-information technology systems, or that resolution of any potential problems with respect to such systems will have a material effect on the Registrant's financial condition or results of operations. -9- Material Third Parties' Systems Failures - ---------------------------------------- The most reasonably likely worst case scenario facing the Registrant as a result of the Year 2000 problem would be the inability of its tenants to pay rent as a result of a breakdown in such tenants' (or their financial service providers') computer systems or the refusal of such tenants to pay their rent as a result of the Registrant's inability to provide services due to non-Information technology systems failure. Failure in a tenant's computer systems may cause delays in such tenant's ability to process its accounting records and to make timely rent payments. However, any such delays in rent payments, whether caused by systems failure of tenant, property manager or a combination of the two, should not have a materially adverse effect on the Registrant's business or results of operations. Risks - ----- While delays caused by failure of the tenants' or the property managers' accounting or supply systems would likely not adversely affect the Registrant's business or results of operations, non-information technology systems failure in the Registrant's properties could lead to tenants attempting to withhold their rent payments, which could materially adversely effect the Registrant's business, results of operations and financial condition as a result of increased legal costs. The Registrant believes that such material effect is primarily limited to items of a utility nature furnished by third parties to the Registrant and a wide universe of other customers. Included are items such as electricity, natural gas, telephone service and water, all of which are not readily susceptible to alternate sources and which in all likelihood should be available in some form. The Registrant has been unable to obtain assurances from such utility companies as to their Year 2000 compliance, and does not expect that such assurances will be forthcoming. Such non-information technology systems failure could force tenants to use the stairs in such properties, rather than the elevators. However, none of the properties owned by the Registrant is a high-rise building where such an elevator failure could cause a material adverse effect to the operations of its tenants, although such failure could make it impossible for any disabled tenants or any disabled customers to access such properties. Moreover, as previously discussed, the Registrant may suffer adverse effects in its results of operations and financial condition as a result of utility or HVAC failures, for example. Such events could lead the tenants of the Registrant to withhold rent, in the event that the Registrant's properties are not usable for their intended purposes. The Registrant does not believe that rent abatement would be a lawful tenant remedy for short-term obligations unless such failures extend for a period of 30 consecutive days. The Registrant intends to pursue its remedies for any such breach of its rent obligations by a Tenant expeditiously and to the full extend permitted by law. 1998 Comparisons - ---------------- For the year ended November 30, 1998, the Registrant's consolidated revenues are $3,291,338 compared to $3,412,192 for the year ended November 30, 1997. The decrease in revenues of $120,854 can be attributed to the decrease in revenue from Cobblestone Court due to the decrease in occupancy previously discussed. -10- The Registrant's consolidated expenses were $3,693,037 for the year ended November 30, 1998 as compared to $3,605,940 for the year ended November 30, 1997. The increase in expenses was 2.4% or $87,097. The increase is mainly attributable to an increase in depreciation and amortization ($66,310), payroll ($47,389), partially offset by decreases in other operating expenses ($14,715), and real estate taxes ($14,554). The net loss from operations for the year ended 1998 was $401,699 or $29.18 per limited partnership unit as compared to a net loss from operations of $193,748 or $14.07 per limited partnership unit for the year ended 1997. Cash flow used in operating activities was $204,952 for the year ended 1998 as compared to cash flow provided by operating activities of $672,300 for the year ended 1997. The main reasons for the significant decrease is an adjustment for accruals to the liquidation basis net of the write down of investment property (see potential liquidation of the Registrant in Item 7 "Liquidity and Capital Resources" and Note 2 to Notes to Financial Statements), and a decrease in accounts payable and accrued expenses of ($378,280). 1997 Comparisons - ---------------- For the year ended November 30, 1997, the Registrant's consolidated revenues are $3,412,192 compared to $3,512,832 for the year ended November 30, 1996. This decrease in revenues is $100,640 or 3% and can be attributable to the decrease in revenues at Cobblestone due to the decrease in occupancy. The Registrant's consolidated expenses for the year ended November 30, 1997 and 1996 were $3,605,940 and $3,531,565 respectively. The increase in expenses is $74,375 or 2% which can be mainly attributable to an increase in other operating expenses ($82,274), partially offset by a decrease in depreciation and amortization ($16,464). The decrease in consolidated revenues combined with the increase in consolidated expenses produced the Registrant's net loss of $193,748 for the year ended November 30, 1997 versus net loss of $18,733 for the year ended November 30, 1996. The net loss per limited partnership unit dropped to $14.07 in 1997 compared to a loss of $1.36 in 1996. Cash flow provided by operating activities was $672,300 in 1997 compared to $443,959 in 1996. The increase is mainly attributable to the non-payment of real estate taxes on Cobblestone in 1997. Operating cash flow along with the capital reserve escrow for Woodhollow and additional borrowings of $376,216 enabled the Registrant to fund capital expenditures of $898,139. Inflation - --------- The effects of inflation did not have a material impact upon the Registrant's operation in fiscal l998 and are not expected to materially affect the Registrant's operation in l999. Interest Rates - -------------- Interest rates on floating rate debt went down in 1997 and fluctuated in 1998, but increased slightly overall. Future increases in LIBOR can adversely affect the operations of the Registrant. -11- ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET - ----------------------------------------------------------------------- RISK ---- The Registrant considered the provision of Financial Reporting Release No. 48 "Disclosure of Accounting Policies for Derivative Financial Instruments and Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative Information about Market Risk Inherent in Derivative Financial Instruments, Other Financial Instruments and Derivative Commodity Instruments". The Registrant had no holdings of derivative financial or commodity instruments at November 30, 1998. A review of the Company's other financial instruments and risk exposures at that date revealed that the Registrant had exposure to interest rate risk. The Registrant utilized sensitivity analyses to assess the potential effect of this risk and concluded that near-term increases in the interest rate will negatively affect the Registrant as all of the debt on its properties is on a floating rate. However, the current plans are to liquidate the Registrant which would mitigate any interest rate risk of the debt. ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ------------------------------------------------------------- Financial Statements of the Registrant are filed herewith as Exhibit 99.3 and are incorporated herein by reference (see Item 14(a)(1)). The supplementary financial information specified by Item 302 of Regulation S-K is provided in Item 7. ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON - ------------------------------------------------------------------ ACCOUNTING AND FINANCIAL DISCLOSURE ----------------------------------- None PART III -------- ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - -------------------------------------------------------------------- The Registrant has two General Partners. The background and experience of the General Partners are as follows: The General Partner of the Registrant responsible for all aspects of the Registrant's operations is Nooney Capital Corp., a Missouri corporation. Nooney Capital Corp. was formed in February 1982 for the purpose of being a general and/or limited partner in the Registrant and other limited partnerships. John J. Nooney is a Special General Partner of the Partnership and as such, does not exercise control of the affairs of the Partnership. John J. Nooney joined Nooney Company in 1958 and was President and Treasurer until he resigned in 1992. -12- The General Partners will continue to serve as General Partners until their withdrawal or their removal from office by the Limited Partners. Certain of the General Partners act as general partners of limited partnerships and hold directorships of companies with a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of the Act. A list of such directorships, and the limited partnerships for which the General Partners serve as general partners, is filed herewith as Exhibit 99.1 and incorporated herein by reference. On October 31, 1997, Nooney Company sold its wholly-owned subsidiary, Nooney Capital Corp., the corporate general partner of the Partnership to S-P Properties, Inc., a California corporation, which in turn is a wholly-owned subsidiary of CGS Real Estate Company, Inc., a Texas corporation. Simultaneously, Gregory J. Nooney, Jr., an individual general partner and PAN, Inc., a corporate general partner, sold their economic interests to S-P Properties, Inc. and resigned as general partners. ITEM 11: EXECUTIVE COMPENSATION - ---------------------------------------- The General Partners are entitled to a share of distributions and a share of profits and losses as more fully described under the headings "Compensation to General Partners and Affiliates" on pages 9-11 and "Profits and Losses for Tax Purposes; Distributions; and Expenses of General Partners" on pages A-16 to A-19 of the Prospectus of the Registrant dated April 8, 1982, as supplemented and filed pursuant to Rule 424(c) of the Securities Act of 1933 (the "Prospectus"), which are incorporated herein by reference. During fiscal l998 there were no cash distributions paid to the General Partners by the Registrant. See Item 13 below for a discussion of transactions between the Registrant and certain affiliates of the General Partners. ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND - --------------------------------------------------------------------- MANAGEMENT ---------- (a) Security Ownership of Certain Beneficial Owners. No person is known to the Registrant to be the beneficial owner of more than 5% of the outstanding Interests of the Registrant. (b) Security Ownership of Management. None of the General Partners is known to the Registrant to be the beneficial owner, either directly or indirectly, of any Interests in the Registrant. -13- (c) Changes in Control. There are no arrangements known to the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant. ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - ---------------------------------------------------------------- (a) Transactions with Management and Others. Certain affiliates of the General Partners are entitled to certain fees and other payments from the Registrant in connection with certain transactions of the Registrant as more fully described under the headings "Compensation to General Partners and Affiliates" on pages 9-11 and "Management" on pages 26-28 of the Prospectus, which are incorporated herein by reference. Nooney, Inc., the manager of the Registrant's properties, is a wholly-owned subsidiary of CGS Real Estate Company, an affiliate of the General Partner. Nooney, Inc. is entiled to receive monthly compansation from the Registrant for property management and leasing services, plus administrative expenses. During fiscal 1998 the Registrant paid property management fees of $176,292 to Nooney, Inc., and $40,000 as reimbursement for indirect expenses incurred in connection with management of the Registrant. See Item 11 above for a discussion of cash distributions paid to the General Partners during fiscal l998. (b) Certain Business Relationships. The relationship of certain of the General Partners to certain of their affiliates is set forth in Item 13(a) above. Also see Item 13(a) above for a discussion of amounts paid by the Registrant to the General Partners or their affiliates during fiscal 1998. (c) Indebtedness of Management. Not Applicable. (d) Transactions with promoters. Not Applicable. -14- PART IV ------- ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, - ---------------------------------------------------------- AND REPORTS ON FORM 8-K ----------------------- (a) The following documents are filed as a part of this report: (1) Financial Statements (filed herewith as Exhibit 99.3): Independent auditors' report Statement of net liabilities in liquidation as of November 30, 1998 and balance sheet as of November 30, 1997 Statement of loss in liquidation for the year ended November 30, 1998 and statements of operations for the years ended November 30, 1997 and 1996 Statement of changes in net liabilities in liquidation for the year ended November 30, 1998 and Statements of partners' equity (deficiency in assets) for the years ended November 30, 1997 and 1996 Statement of cash flows in liquidation for the year ended November 30, 1998 and statements of cash flows for the years ended November 30, 1997 and 1996 Notes to financial statements (2) Financial Statement Schedules (filed herewith as Exhibit 99.3): Schedule - Reconciliation of partners' equity (deficiency in assets) Schedule III - Real estate and accumulated depreciation All other schedules are omitted because they are inapplicable or not required under the instructions. (3) Exhibits: See Exhibit Index on Page 17. (b) Reports on Form 8-K On February 10, 1999, the Registrant filed a report on Form 8-K which reported an Item 5. Other Events. (c) Exhibits: See Exhibit Index on Page 17. (d) Not Applicable -15- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) under the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. Nooney Capital Corp. General Partner Date: February 26, 1999 By: /s/ William J. Carden ----------------------------- ------------------------- William J. Carden Chairman of the Board By: /s/ Patricia A. Nooney -------------------------- Patricia A. Nooney President and Secretary -16- EXHIBIT INDEX -------------
Exhibit Page Number Description Number - ------- ----------- ------ 2.1 Contract for the sale of Woodhollow Apartments (without Exhibits). 18-32 2.2 Contract for the sale of Cobblestone Court Shopping Center (without Exhibits). 33-47 3.1 Amended and Restated Agreement and Certificate of Limited N/A Partnership dated April 7, 1982, is incorporated by reference to the Prospectus contained in the Registration Statement on Form S-11 under the Securities Act of 1933 (File No. 2-76046). 10 Management Contract between Nooney Real Property Investors- N/A Four, L.P. and Nooney Company is incorporated by reference to Exhibit 10 to the Registration Statement on Form S-11 under the Securities Act of 1933 (File No. 2-76046). The Management Contract was assigned by Nooney Krombach Company, a wholly-owned subsidiary of Nooney Company, on October 31, 1997, to Nooney, Inc. a wholly-owned subsidiary of CGS Real Estate Company, Inc., and is identical in all material respects to the management contract referred to above. 99.1 List of Directorships filed in response to Item 10. 48 99.2 Pages 9-11, 26-28 and A-16 - A-19 to the Prospectus N/A of the Registrant dated April 8, 1982, as supplemented and filed pursuant to Rule 424(c) of the Securities Act of 1933 are incorporated by reference. 99.3 Financial Statements and Schedules. 49-62
-17- EX-2 2 PLAN OF ACQUISITION, REORGANIZATION, ETC. Exhibit 2.1 SALE CONTRACT THIS SALE CONTRACT is made and entered into as of this 13th day of November, 1998, by and between AMERICAN SPECTRUM REALTY INC., a Maryland Corporation, as Purchaser and NOONEY REAL PROPERTY INVESTORS-FOUR, L.P., a Missouri limited partnership, as Seller, WITNESSETH: WHEREAS, Seller is the owner of an apartment complex known as Woodhollow Apartments, consisting of 402 units located on Dorsett Road, in St. Louis County, Missouri, which is described on Exhibit A, attached hereto and incorporated herein by reference (the "Property"), WHEREAS, Seller has agreed to sell to Purchaser and Purchaser has agreed to purchase from Seller the Property on the terms and conditions set forth herein, NOW THEREFORE, for and in consideration of the foregoing and of the mutual covenants hereof, the parties hereto stipulate, covenant, and agree as follows: 1. Seller agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller the fee simple title to the Property for Fourteen Million Six Hundred Thousand Dollars ($14,600,000.00) paid on the Closing Date plus the amount of capital paid by Seller for certain capital expenditures listed in the appraisal by C. B. Richard Ellis dated May 19, 1998 from the date of the appraisal to Closing Date and not to exceed Eight Hundred Eighty Thousand Dollars ($880,000.00) (this amount is referred to herein as the "Purchase Price"). The Purchaser shall take title to the Property subject to first lien financing in favor of NationsBank, N.A. in the face amount of Fourteen Million Dollars ($14,000,000.00), which encumbers the Property and other property known as Cobblestone Court Shopping Center, in Burnsville, Minnesota ("Cobblestone -18- Court"), which Purchaser is contracting to purchase pursuant to another Sale Contract of even date herewith (the "NationsBank Loan"). The Purchaser shall receive a credit at Closing for the unpaid principal balance of the Nine Million Three Hundred Ninety-three Thousand Dollars ($9,393,000.00) of the NationsBank Loan attributable to the Property. 2. Closing ("Closing") shall be at the offices of Commonwealth Land Title Insurance Company, 7980 Clayton Road, St. Louis, MO 63117 ("Commonwealth Title"). Possession of the Property shall be delivered to Seller at Closing subject to the rights of tenants described on the rent roll attached hereto as Exhibit B, and incorporated herein by reference. The "Closing Date" shall be a date designated by Purchaser in written notice to Seller waiving the final contingencies set forth in paragraph 6 hereof, which date must be no earlier than ten (10) days from date of said notice and no later than thirty (30) days from the date of said notice, provided that Purchaser shall have the right, at Purchaser's option, to extend the Closing Date for two additional periods of thirty (30) days each upon giving to Seller written notice of each such extension, at least five (5) days prior to the previously scheduled Closing Date, each of which notices in order to be valid and effective, must be accompanied by an additional nonrefundable Earnest Money deposit to Commonwealth Title in the amount of One Hundred Thousand Dollars ($100,000.00). 3. On the Closing Date Seller will deliver to Purchaser a Special Warranty Deed for the Property, together with a Bill of Sale, an Assignment of Leases, an Assignment of Contracts, an Assignment of Trade Name, and a Non-Foreign Affidavit, the form of all of said documents being attached hereto as Exhibits C, C-1, D, E, F and G and incorporated herein by reference. Purchaser shall simultaneously deliver to Seller a Federal Reserve Wire Transfer in the amount of the Purchase Price subject to adjustments as provided herein. -19- At closing, Seller shall pay in full all deeds of trust encumbering the Property and shall deliver to Purchaser an updated rent roll updating the rent roll attached hereto as Exhibit B. 4. The parties shall make Closing Adjustments in accordance with the Closing Practices of the Real Estate Board of Metropolitan St. Louis. Any delinquent rents, common area payments or real estate tax or insurance payments will not be prorated at Closing, but if collected by Purchaser will be paid to Seller when received by Purchaser. All amounts collected by Purchaser from tenants shall first be applied to all amounts due and payable with respect to the period from and after Closing. Any excess shall be promptly paid to Seller to the extent of any delinquent amounts due Seller from tenants. Seller shall have the right to bring action against the tenants in question for any such delinquencies provided Seller shall have no right to commence any eviction action against any tenant without Purchaser's prior written consent. All security deposits paid by tenants under leases affecting the Property shall be paid by Seller to Purchaser at Closing. At Closing and only on condition that Closing is actually consummated, Seller shall reimburse Purchaser for the costs of an Owner's Policy of Title Insurance, a Mortgagee's Policy of Title Insurance, an ALTA Survey of the Property, title company closing and escrow fees, environmental and engineering studies, tests, and reports with respect to the Property, other reasonable expense of Purchaser's due diligence exclusive of legal expense and cost of Purchaser's employees and officers, said reimbursement not to exceed the sum of Fifty Thousand Dollars ($50,000.00) in the aggregate. In the event that, for any reason, Closing is not actually consummated, Seller shall have no obligation to reimburse Purchaser for any of the foregoing expenses. Each party shall pay the fees and other charges of its own legal counsel. 5. Upon fulfillment or waiver of the contingencies specified in paragraph 6 of this Sale Contract, Purchaser shall deposit with Commonwealth Title nonrefundable Earnest Money in the amount of Two Hundred Fifty Thousand -20- Dollars ($250,000.00) in an interest bearing account with interest to be paid to Purchaser prior to Closing. The aforesaid deposit and all additional deposits of Earnest Money are herein in the aggregate called the "Earnest Money," as shall be held in escrow by Commonwealth Title and paid by Commonwealth Title to the party entitled thereto hereunder. If sale be closed, the Earnest Money shall be applied to the Purchase Price. If sale be not closed due and owing to the fault of Purchaser, the Earnest Money shall be paid over to Seller as liquidated damages because the parties have stipulated and agreed that actual damages would be very difficult to ascertain. If Seller fails or refuses to close hereunder, Purchaser shall be entitled to have all nonrefundable Earnest Money returned to Purchaser, and Purchaser shall be entitled to terminate this Sale Contract or to specific performance of this Sale Contract but not to any damages. In all other events wherein Purchaser is obligated to close hereunder, all Earnest Money is not to be refunded to Purchaser, but is to be paid to Seller and retained by Seller as Seller's own property. Seller shall not be entitled to specific performance or to any remedy at law or in equity for breach of this Sale Contract other than the aforesaid liquidated damages. 6. The obligation of Purchaser to close under this Sale Contract is expressly contingent upon compliance with each of the following conditions and occurrence of each of the following events on or before the respective Contingency Date shown hereinafter for each contingency. In the event that on or before the Contingency Dates shown hereinafter, there has not been compliance with any of the following conditions or any of the following events have not occurred, then Purchaser may, at its option, terminate this Sale Contract or waive the unfulfilled contingencies. On or before each Contingency Date, Purchaser shall notify Seller in writing (i) that the contingencies in question have been fulfilled or waived, or (ii) that this Sale Contract is -21- terminated by reason of unfulfilled contingencies. Failure to give notice within the times set forth herein shall be deemed an election to terminate this Sale Contract because of unfulfilled contingencies, and failure to make the Earnest Money deposit upon waiver of contingencies shall render this Sale Contract null and void and of no further force and effect. In the event Purchaser exercises said option to terminate this Sale Contract, this Sale Contract shall be of no further force and effect, and neither party shall have any further rights, obligations, or liability hereunder. a. Purchaser, at Purchaser's expense, shall have obtained from Commonwealth Title a Commitment for an ALTA Form B Owner's policy of Title Insurance on the Property with exception only for such items as are satisfactory to Purchaser in Purchaser's sole judgment. Seller shall furnish such reasonable affidavits and evidence of payment of bills for labor and materials as may be necessary for Purchaser to obtain an ALTA form Owner's Policy of Title Insurance in accordance with said Commitment and with the standard exceptions for mechanics' liens and parties in possession (other than the tenants shown on the rent roll attached hereto as Exhibit B) deleted. (Contingency Date: 60 days after the date on which Purchaser receives written notice from Seller of the fulfillment of the approval condition specified in paragraph 11 hereof, the "Partner Approval Date"). b. Purchaser shall have received, at Purchaser's expense, a survey and physical inspection report for the Property which are satisfactory to Purchaser, in Purchaser's sole judgment and discretion. Seller agrees to provide access to the Property as reasonably required by Purchaser to complete said survey and physical inspection report. Seller shall deliver to Purchaser within five (5) -22- days after the Acceptance Date copies of any and all surveys which Seller may have of the Property. (Contingency Date: 60 days after the Partner Approval Date). c. Purchaser having obtained, at Purchaser's expense, written environmental reports, satisfactory to Purchaser in Purchaser's sole judgment, confirming that the Property and adjacent properties are free of all hazardous materials which might cause the Property to be in violation of any applicable environmental laws or governmental regulations. Seller agrees to provide access to the Property as reasonably required by Purchaser to complete said environmental report, said access to be provided in accordance with paragraph 15 hereof. Seller shall deliver to Purchaser within five (5) days after the Acceptance Date copies of any and all environmental reports relating to the Property which Seller may have or which may be reasonably available to Seller. (Contingency Date: 60 days after the Partner Approval Date). d. Purchaser's review and approval of all existing leases and financial information provided by Seller. Seller has delivered to Purchaser copies of Seller's internally generated statements of income and expenses of the Property for fiscal years 1996, 1997 and 1998 to date. (Contingency Date: 60 days from the Partner Approval Date). e. Purchaser's review and approval of all maintenance, service agreements, and other contracts affecting the Property, copies of which Seller shall deliver to Purchaser within five (5) days after the Acceptance Date. (Contingency Date: 60 days from the Partner Approval Date). f. Purchaser shall have received evidence satisfactory to Purchaser in its sole discretion that the Property is constructed and operated in accordance with all applicable zoning, -23- building code and other similar laws and ordinances. (Contingency Date: 60 days from the Partner Approval Date). g. Purchaser shall have approved, in Purchaser's sole judgment and discretion, all terms and conditions of the NationsBank Loan and all loan documents with respect to the NationsBank Loan and Purchaser shall be satisfied, in Purchaser's sole judgment and discretion, that Purchaser can take title to the Property subject to the NationsBank Loan without assumption of any personal liability and with all agreements between NationsBank and Purchaser being satisfactory to Purchaser in Purchaser's sole judgment and discretion. (Contingency Date: 60 days from the Partner Approval Date). Purchaser hereby agrees to indemnify and hold harmless Seller, from all claims for liens against the Property and damage to the Property arising from any activity authorized by Purchaser and from all claims of third parties for personal injury and property damage arising from any activity authorized by Purchaser. The foregoing indemnification by Purchaser shall automatically survive any termination of this Sale Contract, notwithstanding provisions herein to the effect that neither party shall have any rights or obligations hereunder, after any termination under certain specified circumstances. The obligation of Purchaser to close under this Sale Contract is expressly conditioned upon there having occurred no material adverse change between the date of Purchaser's notice waiving the contingencies contained in paragraphs 6a and 6c hereof and Closing Date in the condition of title to the Property or the environmental condition of the Property and upon all of Seller's representations and warranties set forth in paragraph 7 below remaining true and complete in all respects as of Closing. -24- 7. In order to induce Purchaser to purchase the Property, Seller makes to Purchaser the following representation and warranties, which shall be considered made as of the date hereof and as of Closing Date, and which shall not survive Closing and shall lapse and terminate and be of no further force or effect as of the consummation of Closing. a. Seller has no knowledge of any actions or proceedings pending in any court or before any governmental agency by any tenant or by any other person affecting the Property except those covered by insurance which are specifically described on Exhibit H attached hereto. b. Seller has received no notice of any alleged violation of any fire, zoning, building, health laws or regulations, or of any other alleged violations which affect the Property. c. Seller has no knowledge of any latent structural defects in the improvements on the Property. d. All commissions due brokers for existing leases have been paid in full; there are no future commission obligations existing on current leases or renewals or options. All amounts payable with respect to tenant finish, rent abatement or any offsetting credit, charge or adjustment of any sort relating to any lease or tenant have been paid in full. All tenants have accepted possession of their leased premises and have commenced paying rent in accordance with the terms of their leases. e. The rent roll attached hereto a Exhibit B is true and complete as of the date shown thereon. f. There are no tenancies or occupancies affecting the Property or persons in possession of any part of the Property except as shown on Exhibit B hereto. -25- g. Seller has no knowledge of any pollutants or contaminants on the Property which would make the Property in violation of any environmental laws, ordinances, or governmental regulations, and the Property is not, to the best of Seller's knowledge, in any manner causing or contributing to any pollution or contamination in violation of any such environmental laws, ordinances, or governmental regulations. h. No voluntary proceeding under any bankruptcy or insolvency laws have been commenced by the Seller nor have there been any involuntary proceedings against the Seller. No general assignment for the benefit of creditors has been made by Seller and no trustee or receiver of Seller's property has been appointed. i. The leases which have been delivered to Purchaser are true and complete copies of all leases affecting the Property and of all amendments thereto. j. The service contracts which have been delivered to Purchaser are true and complete copies of all service contracts affecting the Property and of all amendments thereto. k. As of Closing Date, Seller shall have legal authority to sell the Property to Purchaser. In the event of a breach of any of the above representations, warranties or covenants, which Purchaser discovers prior to Closing, Purchaser shall have the right, as its exclusive remedy, of canceling this Sale Contract by giving written notice thereof to Seller, whereupon all Earnest Money deposited hereunder shall be promptly returned to Purchaser and neither party shall have any further rights or obligations hereunder. In the event of breach of the above representations, warranties or covenants, which Purchaser discovers after Closing, Seller shall have no responsibility -26- whatsoever, it being stipulated and agreed that Purchaser is relying upon Purchaser's own knowledge and due diligence, in the event Closing is consummated, and that all of the foregoing representations, warranties, and covenants are waived and extinguished as of the consummation of Closing. 8. Purchaser represents that as of Closing Date Purchaser shall have full power and authority to enter into this Sale Contract and to effect the transaction contemplated herein. 9. Each party hereto hereby represents to the other that said party has dealt with no real estate broker or other person in such a manner as to give rise to a claim for real estate commission or finders' fees against the other party. Each party hereto hereby agrees to indemnify and hold harmless the other party against any claims for real estate commission and/or finders' fees arising from the transaction contemplated hereby and the conduct of the indemnifying party. 10. If the date specified for any action in this Sale Contract shall fall on a weekend or state or national holiday, then the date specified for such action shall be deemed to be extended to the next business day following. 11. Seller hereby advises Purchaser that it is necessary for Seller to obtain the consent of Seller's limited partners in order to sell the Property to Purchaser as herein provided. Seller shall endeavor to obtain such consent. If, for any reason, the consent of Seller's limited partners to this Sale Contract and to Closing hereunder has not been obtained within ninety (90) days after Purchaser has received a fully executed copy of the Sale Contract, (the "Acceptance Date"), then either party may, at any time thereafter, terminate this Sale Contract by giving written notice of termination to the other party, in which event, neither party shall have any further rights or -27- obligations under this Sale Contract. Seller shall promptly give Purchaser written notice after Seller has obtained the written consent of its limited partners as aforesaid, so that Purchaser may commence its due diligence pursuant to paragraph 6 hereof. 12. Seller shall make available to Purchaser such financial and other information concerning the Property as Purchaser may reasonably require. 13. Notices to be given hereunder shall be in writing and shall be deemed conclusively to have been given when sent by United States certified or registered mail, postage prepaid, or by a recognized messenger service, addressed as follows or to such other address as either party may furnish to the other in writing: Purchaser AMERICAN SPECTRUM REALTY, INC. 2424 S.E. Bristol Suite 200 Newport Beach, CA 92660 Attn: William J. Carden Seller NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. c/o Nooney Capital Corp., General Partner 500 N. Broadway Suite 1200 St. Louis, Missouri 63102 Attn: Gregory J. Nooney, Jr. Vice Chairman 14. At or prior to Closing Date, Seller shall deliver to Purchaser original leases and whatever plans and specifications for the Property are in Seller's possession. Copies of all such leases, plans and specifications in Seller's possession shall be delivered to Seller within five (5) days after the Acceptance Date. -28- 15. Purchaser may assign this Sale Contract at any time prior to Closing, provided that Purchaser shall notify Seller in writing at least five (5) days prior to Closing Date of the correct name and signature block of any assignee of this Sale Contract. No assignment shall relieve Purchaser from any of Purchaser's obligations hereunder. 16. If, for any reason, Closing hereunder is not consummated, Purchaser shall promptly deliver to Seller copies of Purchaser's physical inspection report, environmental report, survey and title commitment. 17. The Property is being sold and transferred in "as is" condition, without any warranties or representations except for those expressly set forth in paragraph 7 of this Sale Contract which automatically lapse and terminate at Closing and in the documents to be executed by Seller and delivered to Purchaser at Closing, being the Special Warranty Deed. Notwithstanding any past, present, or future disclosures, if any, of Seller or of Seller's books and records, Purchaser shall be conclusively deemed to have relied solely on the independent investigations, examinations, and business judgment of Purchaser and Purchaser's advisers and consultants, and not upon any representation or warranties of Seller (except those in the Special Warranty Deed). 18. Seller shall not enter into any new leases affecting the Property nor shall Seller modify or extend any existing leases affecting the Property between the date hereof and Closing Date, without the prior written consent of Purchaser, provided that Seller may, without consent of Purchaser, extend existing leases for up to one (1) year beyond Closing (including renewal terms, if any) and enter into new leases to extend no more than one (1) year beyond Closing (including renewal terms, if any) in accordance with the rent Schedule attached hereto as Exhibit I, and incorporated herein by reference. Said new leases and modified leases shall be assigned to Purchaser and assumed -29- by Purchaser pursuant to the Assignment of Leases attached hereto as Exhibit D. Seller shall not enter into any new service contracts affecting the Property nor shall Seller modify or extend any existing service contracts affecting the Property between the date hereof and the Closing Date without the prior written consent of Purchaser, provided that Seller may extend existing Service Contracts and enter into new contracts if not more than one (1) year from Closing in a commercially reasonable manner and said new and extended Service Contracts shall be assigned to Purchaser and assumed by Purchaser pursuant to the Assignment for Contracts attached hereto as Exhibit E. 19. In the event that all or any substantial portion of the Property becomes subject to an appropriation proceeding or bona fide threat thereof by an authority having power of eminent domain, Seller shall promptly notify Purchaser thereof in writing. In such event, within five (5) business days of receipt of Seller's notice, Purchaser shall (a) elect to terminate this Sale Contract, in which event Purchaser shall be entitled to the return of all non-refundable Earnest Money or (b) elect to proceed with the transaction, in which event Purchaser shall be entitled to the proceeds of any award or payment in lieu thereof resulting from such proceedings or threat thereof and Seller shall execute and deliver to Purchaser at Closing an assignment of all of Seller's interest in such proceeds, subject to the terms and provisions of the leases described in Exhibit B hereto. Failure to give a notice shall be deemed an election to proceed with the transaction. 20. In the event of any casualty damage to the Property prior to Closing Date, which Seller does not repair prior to Closing Date, Purchaser may, at Purchaser's option, terminate this Sale Contract, or proceed with Closing. In the event of termination, all non-refundable Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder. In the event of Closing, all insurance proceeds shall be -30- assigned to Purchaser. In the event of any such casualty damage, Seller shall have the right, at Seller's option but only with Purchaser's consent, to extend the Closing Date for up to ninety (90) days in order to repair the casualty damage. 21. Anything herein to the contrary notwithstanding, Seller's obligation to close hereunder is contingent upon a simultaneous Closing occurring under a certain Sale Contract of even date herewith between Purchaser and Seller providing for the purchase and sale of the Cobblestone Court. If for any reason other than Seller's breach of contract, said Closing does not occur simultaneously with Closing hereunder, Seller may, at Seller's option, terminate this Sale Contract by giving written notice of termination to Purchaser, in which event, all Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder. 22. In the event that as of Closing Date, there is an action pending to enjoin this transaction, then neither party shall be obligated to close while such action is pending, and if Closing is delayed by reason of such action for more than ten (10) days, then in such event either party may terminate this Sale Contract by giving written notice of termination to the other party, in which event all Earnest Money shall be returned to Purchaser, and neither party shall have any further rights or obligations hereunder. 23. This Sale Contract may be executed in counterparts and facsimile signatures shall constitute genuine signatures for purposes of this Sale Contract. -31- IN WITNESS WHEREOF, Purchaser and Seller have executed this Sale Contract, or caused this Sale Contract to be executed by their officers thereunto duly authorized, as of the day and year first above written. AMERICAN SPECTRUM REALTY, INC. (a Maryland corporation) by /s/ Thomas N. Thurber ------------------------- Thomas N. Thurber President Purchaser NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. (a Missouri limited partnership) by NOONEY CAPITAL CORP. (a Missouri corporation) General Partner by /s/ Gregory J. Nooney, Jr. -------------------------- Gregory J. Nooney, Jr. Vice Chairman Seller -32- EX-2 3 PLAN OF ACQUISITION, REORGANIZATION, ETC. Exhibit 2.2 SALE CONTRACT THIS SALE CONTRACT is made and entered into as of this 13th day of November, 1998, by and between AMERICAN SPECTRUM REALTY INC., a Maryland Corporation, as Purchaser and NOONEY REAL PROPERTY INVESTORS-FOUR, L.P., a Missouri limited partnership, as Seller, WITNESSETH: WHEREAS, Seller is the owner of an shopping center known as Cobblestone Court Shopping Center, consisting of eleven (11) acres of land and approximately 98,000 rentable square feet, located at 14150 Nicollet Avenue South, in Burnsville, Minnesota, which is described on Exhibit A, attached hereto and incorporated herein by reference (the "Property"), WHEREAS, Seller has agreed to sell to Purchaser and Purchaser has agreed to purchase from Seller the Property on the terms and conditions set forth herein, NOW THEREFORE, for and in consideration of the foregoing and of the mutual covenants hereof, the parties hereto stipulate, covenant, and agree as follows: 1. Seller agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller the fee simple title to the Property for Three Million Four Hundred Thousand Dollars ($3,400,000.00) paid on the Closing Date (this amount is referred to herein as the "Purchase Price"). The Purchaser shall take title to the Property subject to first lien financing in favor of NationsBank, N.A. in the face amount of Fourteen Million Dollars ($14,000,000.00), which encumbers the Property and other property known as Woodhollow Apartments, in St. Louis County, Missouri ("Woodhollow Apartments"), which Purchaser is contracting to purchase pursuant to another Sale Contract of even date herewith (the "NationsBank Loan"). The Purchaser shall receive a credit at Closing for the unpaid principal balance of the Four Million Six -33- Hundred Seven Thousand Dollars ($4,607,000.00) of the NationsBank Loan attributable to the Property. 2. Closing ("Closing") shall be at the offices of Commonwealth Land Title Insurance Company, 7980 Clayton Road, St. Louis, MO 63117 ("Commonwealth Title"). Possession of the Property shall be delivered to Seller at Closing subject to the rights of tenants described on the rent roll attached hereto as Exhibit B, and incorporated herein by reference. The "Closing Date" shall be a date designated by Purchaser in written notice to Seller waiving the final contingencies set forth in paragraph 6 hereof, which date must be no earlier than ten (10) days from date of said notice and no later than thirty (30) days from the date of said notice, provided that Purchaser shall have the right, at Purchaser's option, to extend the Closing Date for two additional periods of thirty (30) days each upon giving to Seller written notice of each such extension, at least five (5) days prior to the previously scheduled Closing Date, each of which notices in order to be valid and effective, must be accompanied by an additional nonrefundable Earnest Money deposit to Commonwealth Title in the amount of Fifty Thousand Dollars ($50,000.00). 3. On the Closing Date Seller will deliver to Purchaser a Special Warranty Deed for the Property, together with a Bill of Sale, an Assignment of Leases, an Assignment of Contracts, an Assignment of Trade Name, and a Non-Foreign Affidavit, the form of all of said documents being attached hereto as Exhibits C, C-1, D, E, F and G and incorporated herein by reference. Purchaser shall simultaneously deliver to Seller a Federal Reserve Wire Transfer in the amount of the Purchase Price subject to adjustments as provided herein. At closing, Seller shall pay in full all deeds of trust encumbering the Property and shall deliver to Purchaser an updated rent roll updating the rent roll attached hereto as Exhibit B. -34- 4. The parties shall make Closing Adjustments in accordance with the customary closing practices in Burnsville, Minnesota. Any delinquent rents, common area payments or real estate tax or insurance payments will not be prorated at Closing, but if collected by Purchaser will be paid to Seller when received by Purchaser. All amounts collected by Purchaser from tenants shall first be applied to all amounts due and payable with respect to the period from and after Closing. Any excess shall be promptly paid to Seller to the extent of any delinquent amounts due Seller from tenants. Seller shall have the right to bring action against the tenants in question for any such delinquencies provided Seller shall have no right to commence any eviction action against any tenant without Purchaser's prior written consent. All security deposits paid by tenants under leases affecting the Property shall be paid by Seller to Purchaser at Closing. At Closing and only on condition that Closing is actually consummated, Seller shall reimburse Purchaser for the costs of an Owner's Policy of Title Insurance, a Mortgagee's Policy of Title Insurance, an ALTA Survey of the Property, title company closing and escrow fees, environmental and engineering studies, tests, and reports with respect to the Property, other reasonable expense of Purchaser's due diligence exclusive of legal expense and cost of Purchaser's employees and officers, said reimbursement not to exceed the sum of Fifty Thousand Dollars ($50,000.00) in the aggregate. In the event that, for any reason, Closing is not actually consummated, Seller shall have no obligation to reimburse Purchaser for any of the foregoing expenses. Each party shall pay the fees and other charges of its own legal counsel. 5. Upon fulfillment or waiver of the contingencies specified in paragraph 6 of this Sale Contract, Purchaser shall deposit with Commonwealth Title nonrefundable Earnest Money in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) in an interest bearing account with interest to be paid to Purchaser prior to Closing. The aforesaid deposit and all additional deposits of -35- Earnest Money are herein in the aggregate called the "Earnest Money," as shall be held in escrow by Commonwealth Title and paid by Commonwealth Title to the party entitled thereto hereunder. If sale be closed, the Earnest Money shall be applied to the Purchase Price. If sale be not closed due and owing to the fault of Purchaser, the Earnest Money shall be paid over to Seller as liquidated damages because the parties have stipulated and agreed that actual damages would be very difficult to ascertain. If Seller fails or refuses to close hereunder, Purchaser shall be entitled to have all nonrefundable Earnest Money returned to Purchaser, and Purchaser shall be entitled to terminate this Sale Contract or to specific performance of this Sale Contract but not to any damages. In all other events wherein Purchaser is obligated to close hereunder, all Earnest Money is not to be refunded to Purchaser, but is to be paid to Seller and retained by Seller as Seller's own property. Seller shall not be entitled to specific performance or to any remedy at law or in equity for breach of this Sale Contract other than the aforesaid liquidated damages. 6. The obligation of Purchaser to close under this Sale Contract is expressly contingent upon compliance with each of the following conditions and occurrence of each of the following events on or before the respective Contingency Date shown hereinafter for each contingency. In the event that on or before the Contingency Dates shown hereinafter, there has not been compliance with any of the following conditions or any of the following events have not occurred, then Purchaser may, at its option, terminate this Sale Contract or waive the unfulfilled contingencies. On or before each Contingency Date, Purchaser shall notify Seller in writing (i) that the contingencies in question have been fulfilled or waived, or (ii) that this Sale Contract is terminated by reason of unfulfilled contingencies. Failure to give notice within the times set forth herein shall be deemed an election to terminate this Sale Contract because of unfulfilled contingencies, and failure to make the Earnest -36- Money deposit upon waiver of contingencies shall render this Sale Contract null and void and of no further force and effect. In the event Purchaser exercises said option to terminate this Sale Contract, this Sale Contract shall be of no further force and effect, and neither party shall have any further rights, obligations, or liability hereunder. a. Purchaser, at Purchaser's expense, shall have obtained from Commonwealth Title a Commitment for an ALTA Form B Owner's policy of Title Insurance on the Property with exception only for such items as are satisfactory to Purchaser in Purchaser's sole judgment. Seller shall furnish such reasonable affidavits and evidence of payment of bills for labor and materials as may be necessary for Purchaser to obtain an ALTA form Owner's Policy of Title Insurance in accordance with said Commitment and with the standard exceptions for mechanics' liens and parties in possession (other than the tenants shown on the rent roll attached hereto as Exhibit B) deleted. (Contingency Date: 60 days after the date on which Purchaser receives written notice from Seller of the fulfillment of the approval condition specified in paragraph 11 hereof, the "Partner Approval Date"). b. Purchaser shall have received, at Purchaser's expense, a survey and physical inspection report for the Property which are satisfactory to Purchaser, in Purchaser's sole judgment and discretion. Seller agrees to provide access to the Property as reasonably required by Purchaser to complete said survey and physical inspection report. Seller shall deliver to Purchaser within five (5) days after the Acceptance Date copies of any and all surveys which Seller may have of the Property. (Contingency Date: 60 days after the Partner Approval Date). -37- c. Purchaser having obtained, at Purchaser's expense, written environmental reports, satisfactory to Purchaser in Purchaser's sole judgment, confirming that the Property and adjacent properties are free of all hazardous materials which might cause the Property to be in violation of any applicable environmental laws or governmental regulations. Seller agrees to provide access to the Property as reasonably required by Purchaser to complete said environmental report, said access to be provided in accordance with paragraph 15 hereof. Seller shall deliver to Purchaser within five (5) days after the Acceptance Date copies of any and all environmental reports relating to the Property which Seller may have or which may be reasonably available to Seller. (Contingency Date: 60 days after the Partner Approval Date). d. Purchaser's review and approval of all existing leases and financial information provided by Seller. Seller has delivered to Purchaser copies of Seller's internally generated statements of income and expenses of the Property for fiscal years 1996, 1997 and 1998 to date. (Contingency Date: 60 days from the Partner Approval Date). e. Purchaser's review and approval of all maintenance, service agreements, and other contracts affecting the Property, copies of which Seller shall deliver to Purchaser within five (5) days after the Acceptance Date. (Contingency Date: 60 days from the Partner Approval Date). f. Purchaser shall have received evidence satisfactory to Purchaser in its sole discretion that the Property is constructed and operated in accordance with all applicable zoning, building code and other similar laws and ordinances. (Contingency Date: 60 days from the Partner Approval Date). -38- g. Purchaser shall have approved, in Purchaser's sole judgment and discretion, all terms and conditions of the NationsBank Loan and all loan documents with respect to the NationsBank Loan and Purchaser shall be satisfied, in Purchaser's sole judgment and discretion, that Purchaser can take title to the Property subject to the NationsBank Loan without assumption of any personal liability and with all agreements between NationsBank and Purchaser being satisfactory to Purchaser in Purchaser's sole judgment and discretion. (Contingency Date: 60 days from the Partner Approval Date). Purchaser hereby agrees to indemnify and hold harmless Seller, from all claims for liens against the Property and damage to the Property arising from any activity authorized by Purchaser and from all claims of third parties for personal injury and property damage arising from any activity authorized by Purchaser. The foregoing indemnification by Purchaser shall automatically survive any termination of this Sale Contract, notwithstanding provisions herein to the effect that neither party shall have any rights or obligations hereunder, after any termination under certain specified circumstances. The obligation of Purchaser to close under this Sale Contract is expressly conditioned upon there having occurred no material adverse change between the date of Purchaser's notice waiving the contingencies contained in paragraphs 6a and 6c hereof and Closing Date in the condition of title to the Property or the environmental condition of the Property and upon all of Seller's representations and warranties set forth in paragraph 7 below remaining true and complete in all respects as of Closing. 7. In order to induce Purchaser to purchase the Property, Seller makes to Purchaser the following representation and warranties, which -39- shall be considered made as of the date hereof and as of Closing Date, and which shall not survive Closing and shall lapse and terminate and be of no further force or effect as of the consummation of Closing. a. Seller has no knowledge of any actions or proceedings pending in any court or before any governmental agency by any tenant or by any other person affecting the Property except those covered by insurance which are specifically described on Exhibit H attached hereto. b. Seller has received no notice of any alleged violation of any fire, zoning, building, health laws or regulations, or of any other alleged violations which affect the Property. c. Seller has no knowledge of any latent structural defects in the improvements on the Property. d. All commissions due brokers for existing leases have been paid in full; there are no future commission obligations existing on current leases or renewals or options except as disclosed to Purchaser and approved by Purchaser. All amounts payable with respect to tenant finish, rent abatement or any offsetting credit, charge or adjustment of any sort relating to any lease or tenant have been paid in full. All tenants have accepted possession of their leased premises and have commenced paying rent in accordance with the terms of their leases. It is contemplated that prior to Closing, Seller may present to Purchaser, for Purchaser's written approval, opportunities for lease extensions, modifications, and renewals and opportunities for new leases, all of which, if approved in writing by Purchaser, may involve payment by Purchaser after Closing of lease commission and tenant finish costs. -40- e. The rent roll attached hereto a Exhibit B is true and complete as of the date shown thereon. f. There are no tenancies or occupancies affecting the Property or persons in possession of any part of the Property except as shown on Exhibit B hereto. g. Seller has no knowledge of any pollutants or contaminants on the Property which would make the Property in violation of any environmental laws, ordinances, or governmental regulations, and the Property is not, to the best of Seller's knowledge, in any manner causing or contributing to any pollution or contamination in violation of any such environmental laws, ordinances, or governmental regulations. h. No voluntary proceeding under any bankruptcy or insolvency laws have been commenced by the Seller nor have there been any involuntary proceedings against the Seller. No general assignment for the benefit of creditors has been made by Seller and no trustee or receiver of Seller's property has been appointed. i. The leases which have been delivered to Purchaser are true and complete copies of all leases affecting the Property and of all amendments thereto. j. The service contracts which have been delivered to Purchaser are true and complete copies of all service contracts affecting the Property and of all amendments thereto. k. As of Closing Date, Seller shall have legal authority to sell the Property to Purchaser. In the event of a breach of any of the above representations, warranties or covenants, which Purchaser discovers prior to Closing, Purchaser shall have the right, as its exclusive remedy, of canceling this Sale Contract by giving written notice -41- thereof to Seller, whereupon all Earnest Money deposited hereunder shall be promptly returned to Purchaser and neither party shall have any further rights or obligations hereunder. In the event of breach of the above representations, warranties or covenants, which Purchaser discovers after Closing, Seller shall have no responsibility whatsoever, it being stipulated and agreed that Purchaser is relying upon Purchaser's own knowledge and due diligence, in the event Closing is consummated, and that all of the foregoing representations, warranties, and covenants are waived and extinguished as of the consummation of Closing. 8. Purchaser represents that as of Closing Date Purchaser shall have full power and authority to enter into this Sale Contract and to effect the transaction contemplated herein. 9. Each party hereto hereby represents to the other that said party has dealt with no real estate broker or other person in such a manner as to give rise to a claim for real estate commission or finders' fees against the other party. Each party hereto hereby agrees to indemnify and hold harmless the other party against any claims for real estate commission and/or finders' fees arising from the transaction contemplated hereby and the conduct of the indemnifying party. 10. If the date specified for any action in this Sale Contract shall fall on a weekend or state or national holiday, then the date specified for such action shall be deemed to be extended to the next business day following. 11. Seller hereby advises Purchaser that it is necessary for Seller to obtain the consent of Seller's limited partners in order to sell the Property to Purchaser as herein provided. Seller shall endeavor to obtain such consent. If, for any reason, the consent of Seller's limited partners to this -42- Sale Contract and to Closing hereunder has not been obtained within ninety (90) days after Purchaser has received a fully executed copy of the Sale Contract, (the "Acceptance Date"), then either party may, at any time thereafter, terminate this Sale Contract by giving written notice of termination to the other party, in which event, neither party shall have any further rights or obligations under this Sale Contract. Seller shall promptly give Purchaser written notice after Seller has obtained the written consent of its limited partners as aforesaid, so that Purchaser may commence its due diligence pursuant to paragraph 6 hereof. 12. Seller shall make available to Purchaser such financial and other information concerning the Property as Purchaser may reasonably require. 13. Notices to be given hereunder shall be in writing and shall be deemed conclusively to have been given when sent by United States certified or registered mail, postage prepaid, or by a recognized messenger service, addressed as follows or to such other address as either party may furnish to the other in writing: Purchaser AMERICAN SPECTRUM REALTY, INC. 2424 S.E. Bristol Suite 200 Newport Beach, CA 92660 Attn: William J. Carden Seller NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. c/o Nooney Capital Corp., General Partner 500 N. Broadway Suite 1200 St. Louis, Missouri 63102 Attn: Gregory J. Nooney, Jr. Vice Chairman -43- 14. At or prior to Closing Date, Seller shall deliver to Purchaser original leases and whatever plans and specifications for the Property are in Seller's possession. Copies of all such leases, plans and specifications in Seller's possession shall be delivered to Seller within five (5) days after the Acceptance Date. 15. Purchaser may assign this Sale Contract at any time prior to Closing, provided that Purchaser shall notify Seller in writing at least five (5) days prior to Closing Date of the correct name and signature block of any assignee of this Sale Contract. No assignment shall relieve Purchaser from any of Purchaser's obligations hereunder. 16. If, for any reason, Closing hereunder is not consummated, Purchaser shall promptly deliver to Seller copies of Purchaser's physical inspection report, environmental report, survey and title commitment. 17. The Property is being sold and transferred in "as is" condition, without any warranties or representations except for those expressly set forth in paragraph 7 of this Sale Contract which automatically lapse and terminate at Closing and in the documents to be executed by Seller and delivered to Purchaser at Closing, being the Special Warranty Deed. Notwithstanding any past, present, or future disclosures, if any, of Seller or of Seller's books and records, Purchaser shall be conclusively deemed to have relied solely on the independent investigations, examinations, and business judgment of Purchaser and Purchaser's advisers and consultants, and not upon any representation or warranties of Seller (except those in the Special Warranty Deed). 18. Seller shall not enter into any new leases affecting the Property nor shall Seller modify or extend any existing leases affecting the Property between the date hereof and Closing Date, without the prior written consent of Purchaser, provided that Seller may, without consent of Purchaser, -44- extend existing leases for up to one (1) year beyond Closing (including renewal terms, if any) and enter into new leases to extend no more than one (1) year beyond Closing (including renewal terms, if any) in accordance with the rent Schedule attached hereto as Exhibit I, and incorporated herein by reference. Said new leases and modified leases shall be assigned to Purchaser and assumed by Purchaser pursuant to the Assignment of Leases attached hereto as Exhibit D. Seller shall not enter into any new service contracts affecting the Property nor shall Seller modify or extend any existing service contracts affecting the Property between the date hereof and the Closing Date without the prior written consent of Purchaser, provided that Seller may extend existing Service Contracts and enter into new contracts if not more than one (1) year from Closing in a commercially reasonable manner and said new and extended Service Contracts shall be assigned to Purchaser and assumed by Purchaser pursuant to the Assignment for Contracts attached hereto as Exhibit E. 19. In the event that all or any substantial portion of the Property becomes subject to an appropriation proceeding or bona fide threat thereof by an authority having power of eminent domain, Seller shall promptly notify Purchaser thereof in writing. In such event, within five (5) business days of receipt of Seller's notice, Purchaser shall (a) elect to terminate this Sale Contract, in which event Purchaser shall be entitled to the return of all non-refundable Earnest Money or (b) elect to proceed with the transaction, in which event Purchaser shall be entitled to the proceeds of any award or payment in lieu thereof resulting from such proceedings or threat thereof and Seller shall execute and deliver to Purchaser at Closing an assignment of all of Seller's interest in such proceeds, subject to the terms and provisions of the leases described in Exhibit B hereto. Failure to give a notice shall be deemed an election to proceed with the transaction. -45- 20. In the event of any casualty damage to the Property prior to Closing Date, which Seller does not repair prior to Closing Date, Purchaser may, at Purchaser's option, terminate this Sale Contract, or proceed with Closing. In the event of termination, all non-refundable Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder. In the event of Closing, all insurance proceeds shall be assigned to Purchaser. In the event of any such casualty damage, Seller shall have the right, at Seller's option but only with Purchaser's consent, to extend the Closing Date for up to ninety (90) days in order to repair the casualty damage. 21. Anything herein to the contrary notwithstanding, Seller's obligation to close hereunder is contingent upon a simultaneous Closing occurring under a certain Sale Contract of even date herewith between Purchaser and Seller providing for the purchase and sale of the Woodhollow Apartments. If for any reason other than Seller's breach of contract, said Closing does not occur simultaneously with Closing hereunder, Seller may, at Seller's option, terminate this Sale Contract by giving written notice of termination to Purchaser, in which event, all Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder. 22. In the event that as of Closing Date, there is any action pending to enjoin this transaction, then neither party shall be obligated to close while such action is pending, and if Closing is delayed by reason of such action for more than ten (10) days, then in such event either party may terminate this Sale Contract by giving written notice of termination to the other party, in which event all Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder. -46- 23. This Sale Contract may be executed in counterparts and facsimile signatures shall constitute genuine signatures for purposes of this Sale Contract. IN WITNESS WHEREOF, Purchaser and Seller have executed this Sale Contract, or caused this Sale Contract to be executed by their officers thereunto duly authorized, as of the day and year first above written. AMERICAN SPECTRUM REALTY, INC. (a Maryland corporation) by /s/ Thomas N. Thurber ------------------------- Thomas N. Thurber President Purchaser NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. (a Missouri limited partnership) by NOONEY CAPITAL CORP. (a Missouri corporation) General Partner by /s/ Gregory J. Nooney, Jr. -------------------------- Gregory J. Nooney, Jr. Vice Chairman Seller -47- EX-99.1 4 CHARTER EXHIBIT 99.1 Below each General Partner's name is a list of the limited partnerships, other than the Registrant, for which the General Partner serves as a general partner and the companies for which the General Partner serves as a director. The list includes only those limited partnerships and companies which have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 or are subject to the requirements of Section 15(d) of the Act. John J. Nooney Limited Partnerships: Nooney Real Property Investors-Two, L.P. Nooney Income Fund Ltd., L.P. Nooney Income Fund Ltd.II, L.P. -48- EX-99.3 5 VOTING TRUST Exhibit 99.3 INDEPENDENT AUDITORS' REPORT To the Partners of Nooney Real Property Investors-Four, L.P.: We have audited the accompanying statement of net liabilities in liquidation of Nooney Real Property Investors-Four, L.P. (a limited partnership) as of November 30, 1998, and the related statement of loss in liquidation, changes in net liabilities in liquidation and cash flows in liquidation for the year then ended. In addition, we have audited the accompanying balance sheet (going-concern basis) of Nooney Real Property Investors-Four, L.P. as of November 30, 1997, and the related statements of operations (going-concern basis), partners' equity (deficiency in assets) (going-concern basis) and cash flows (going-concern basis) for the two years in the period ended November 30, 1997. Our audits also included the financial statement schedules listed in the index at Item 14(a)2. These financial statements and financial statement schedules are the responsibility of the Partnership's general partners. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Partnership's general partners, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in Note 1 to the financial statements, the partners of Nooney Real Property Investors-Four, L.P. approved a plan of liquidation on January 21, 1999. As a result, the Partnership has changed its basis of accounting from the going-concern basis to the liquidation basis. In our opinion, such financial statements present fairly, in all material respects, the net liabilities in liquidation of Nooney Real Property Investors-Four, L.P., a partnership as of November 30, 1998, and the related statements of loss in liquidation, changes in net liabilities in liquidation and cash flows in liquidation for the year then ended and the balance sheet (going-concern basis) as of November 30, 1997 and the related statements of operations (going-concern basis), partnership equity (deficiency in assets (going-concern basis) and cash flows (going-concern basis) for the two years then ended, in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Saint Louis, Missouri January 22, 1999 -49- NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. (A LIMITED PARTNERSHIP) STATEMENT OF NET LIABILITIES IN LIQUIDATION AS OF NOVEMBER 30, 1998 (LIQUIDATION BASIS) AND BALANCE SHEET AS OF NOVEMBER 30, 1997 (GOING-CONCERN BASIS) - -------------------------------------------------------------------------------- ASSETS 1998 1997 CASH (Note 2) $ 227,373 $ 327,910 ACCOUNTS RECEIVABLE - No allowance for doubtful accounts considered necessary 106,023 111,353 PREPAID EXPENSES AND DEPOSITS - 27,772 INVESTMENT PROPERTY (Note 3): Land - 1,013,858 Buildings and improvements - 13,841,059 ------------ ------------ - 14,854,917 Less accumulated depreciation (7,598,733) ------------ ------------ 7,256,184 Investment property held for sale 17,585,000 3,854,057 ------------ ------------ Total investment property 17,585,000 11,110,241 DEFERRED EXPENSES - At amortized cost - 50,804 ------------ ------------ TOTAL $ 17,918,396 $ 11,628,080 ============ ============ LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY IN ASSETS) LIABILITIES: Deferred gain on real estate assets (Note 1) $ 7,200,029 $ - Reserve for estimated costs during the period of liquidation (Note 2) 10,000 Accounts payable and accrued expenses 263,459 364,345 Refundable tenant deposits 72,976 80,287 Mortgage notes payable (Note 3) 13,500,465 12,871,393 ------------ ------------ Total liabilities 21,046,929 13,316,025 PARTNERS' EQUITY (DEFICIENCY IN ASSETS) - (1,687,945) ------------ ------------ TOTAL LIABILITIES AND PARTNERS' EQUITY $ - $ 11,628,080 ============ ============ NET LIABILITIES IN LIQUIDATION $ (3,128,533) ============ See notes to financial statements. -50- NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. (A LIMITED PARTNERSHIP) STATEMENT OF LOSS IN LIQUIDATION YEAR ENDED NOVEMBER 30, 1998 (LIQUIDATION BASIS) AND STATEMENTS OF OPERATIONS YEARS ENDED NOVEMBER 30, 1997 AND 1996 (GOING-CONCERN BASIS) - -------------------------------------------------------------------------------- 1998 1997 1996 REVENUES: Rental and other income (Note 4) $ 3,287,570 $ 3,406,566 $ 3,505,163 Interest 3,768 5,626 7,669 ----------- ----------- ----------- Total revenues 3,291,338 3,412,192 3,512,832 ----------- ----------- ----------- EXPENSES: Interest 1,150,263 1,136,228 1,135,573 Depreciation and amortization 547,161 480,851 497,315 Real estate taxes 445,064 459,618 457,460 Payroll 312,175 264,786 256,960 Repairs and maintenance 263,486 270,225 267,239 Property management fees - related party 176,292 180,921 185,981 Other operating expenses (includes $40,000 in each year to related party) 798,596 813,311 731,037 ----------- ----------- ----------- Total expenses 3,693,037 3,605,940 3,531,565 ----------- ----------- ----------- NET LOSS FROM OPERATIONS (401,699) $ (193,748) $ (18,733) =========== =========== DEFICIENCY IN ASSETS, BEGINNING OF YEAR (1,687,945) Plus: Adjustment to liquidation basis (Note 2) (1,038,889) ----------- NET LIABILITIES IN LIQUIDATION, END OF YEAR $(3,128,533) =========== NET LOSS FROM OPERATIONS ALLOCATION: General partners $ (6,970) $ (3,357) $ (325) Limited partners (394,729) (190,391) (18,408) LIMITED PARTNERSHIP DATA: Net loss from operations per unit $ (29.18) $ (14.07) $ (1.36) =========== =========== =========== Weighted average limited partnership units outstanding 13,529 13,529 13,529 =========== =========== =========== See notes to financial statements. -51- NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. (A LIMITED PARTNERSHIP) STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION YEAR ENDED NOVEMBER 30, 1998 (LIQUIDATION BASIS) AND STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY IN ASSETS) YEARS ENDED NOVEMBER 30, 1997 AND 1996 (GOING-CONCERN BASIS) - -------------------------------------------------------------------------------- Limited General Partners Partners Total BALANCE (DEFICIENCY IN ASSETS), DECEMBER 1, 1995 $(1,183,303) $ (292,161) $(1,475,464) Net loss (18,408) (325) (18,733) ----------- ----------- ----------- BALANCE (DEFICIENCY IN ASSETS), NOVEMBER 30, 1996 (1,201,711) (292,486) (1,494,197) Net loss (190,391) (3,357) (193,748) ----------- ----------- ----------- BALANCE (DEFICIENCY IN ASSETS), NOVEMBER 30, 1997 (1,392,102) (295,843) (1,687,945) Net loss (394,729) (6,970) (401,699) Adjustment to liquidation basis (1,020,864) (18,025) (1,038,889) ----------- ----------- ----------- NET LIABILITIES IN LIQUIDATION, NOVEMBER 30, 1998 $(2,807,695) $ (320,838) $(3,128,533) =========== =========== =========== See notes to financial statements. -52- NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. (A LIMITED PARTNERSHIP)
STATEMENT OF CASH FLOWS IN LIQUIDATION YEAR ENDED NOVEMBER 30, 1998 (LIQUIDATION BASIS) AND STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED NOVEMBER 30, 1997 AND 1996 (GOING-CONCERN BASIS) - -------------------------------------------------------------------------------------------- 1998 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss from operations $ (401,699) $ (193,748) $ (18,733) Adjustments to reconcile net loss from operations to net cash (used in) provided by operating activities: Adjustment to liquidation basis (1,038,889) Write-down of investment property 753,428 Depreciation 496,499 466,106 436,460 Amortization of deferred expenses 50,662 14,745 60,855 Changes in accounts affecting operations: Accounts receivable 5,330 88,004 (12,988) Prepaid expenses and deposits 27,772 28,907 12,460 Deferred expenses 142 (40,708) Reserve for estimated costs of liquidation 10,000 Accounts payable and accrued expenses (100,886) 277,394 12,316 Refundable tenant deposits (7,311) (9,108) (5,703) ------------ ------------ ------------ Net cash (used in) provided by operating activities (204,952) 672,300 443,959 ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES - Net additions to investment property (524,657) (898,139) (408,706) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Payments on mortgage notes payable (12,871,393) (34,307) (99,236) Additional borrowings on mortgage notes payable 13,500,465 376,216 ------------ ------------ ------------ Net cash provided by (used in) financing activities 629,072 341,909 (99,236) ------------ ------------ ------------ NET (DECREASE) INCREASE IN CASH (100,537) 116,070 (63,983) CASH, BEGINNING OF YEAR 327,910 211,840 275,823 ------------ ------------ ------------ CASH, END OF YEAR $ 227,373 $ 327,910 $ 211,840 ============ ============ ============ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - Cash paid during the year for interest $ 1,150,263 $ 1,183,922 $ 1,087,879 ============ ============ ============ See notes to financial statements.
-53- NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS YEARS ENDED NOVEMBER 30, 1998 (LIQUIDATION BASIS), 1997 (GOING-CONCERN BASIS) AND 1996 (GOING-CONCERN BASIS) - -------------------------------------------------------------------------------- 1. BUSINESS Nooney Real Property Investors-Four, L.P. (the "Partnership") is a limited partnership organized under the laws of the State of Missouri on February 9, 1982. The Partnership was organized to invest primarily in income-producing real properties such as shopping centers, office buildings and other commercial properties, apartment buildings, warehouses and light industrial properties. The Partnership's portfolio is comprised of an apartment building located in West St. Louis County, Missouri (Woodhollow Apartments) which generated 71% of rental and other income for the year ended November 30, 1998; and a retail shopping center (Cobblestone Court) located in Burnsville, Minnesota, a suburb of Minneapolis, which generated the remaining 29% of rental and other income for the year ended November 30, 1998. Sale of Partnership Properties and Plan of Liquidation - On January 21, 1999, a plan to sell the Partnership's Woodhollow Apartments property and the Cobblestone Court Shopping Center property was approved by a majority of the limited partners by proxy. The Partnership has entered into sales contracts on both properties with American Spectrum Realty, Inc., an affiliate of Nooney Capital Corporation, which serves as a general partner of the Partnership. The sales contracts provide that the purchase price will be at appraised value and are subject to a 60-day due diligence period. Consummation of the sale will result in the dissolution of the Partnership and require the General Partners to liquidate the Partnership and distribute the proceeds therefrom to the limited partners. There is no assurance that the sale will be consummated since the closing is conditioned upon contingencies beyond the control of the Registrant. If the sale goes through, it will result in the dissolution of the Registrant. The Cobblestone sales contract provides for a net sale price of $3,100,000. Accordingly, a loss has been recognized of $753,428 to record the property at its fair value less costs to sell as an adjustment in liquidation. The Woodhollow sales contract provides for a sale price of $14,600,000. Because the transaction is not closed at this time the amount of the gain that may ultimately be realized of $7,200,029, net of sales costs, is included as a deferred gain as an adjustment in liquidation at November 30, 1998. -54- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting - As a result of the partners approval to sell the properties and liquidate the Partnership, the Partnership's financial statements as of November 30, 1998, and for the year then ended have been prepared on a liquidation basis. Accordingly, assets have been valued at estimated net realizable value and liabilities include estimated costs associated with carrying out the plan of liquidation. Adjustments to convert from the going-concern (historical cost) basis to the liquidation basis of accounting are as follows: Write down to net realizable value of property, plant and equipment $ (753,428) Increase to reflect net realizable value of property, plant and equipment 7,200,029 Deferral of gain on increase in net realizable value of property, plant and equipment (7,200,029) Estimated liabilities associated with the liquidation of the Partnership (10,000) Write-off of deferred debt costs and prepaid expenses (275,461) ----------- Net decrease in net assets $(1,038,889) =========== The accompanying 1997 and 1996 financial statements have been prepared on a going-concern (historical cost) basis. The financial statements include only those assets, liabilities and results of operations of the partners which relate to the business of the Partnership. The statements do not include any assets, liabilities, revenues or expenses attributable to the partners' individual activities. No provision has been made for federal and state income taxes since these taxes are the personal responsibility of the partners. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Prior to October 31, 1997, the corporate general partner was a 75%-owned subsidiary of Nooney Company. One of the individual general partners was an officer, director and shareholder of Nooney Company. The other individual general partners' spouse was a shareholder of Nooney Company. Nooney Krombach Company, a wholly owned subsidiary of Nooney Company, managed the Partnership's real estate for a management fee. Property management fees paid to Nooney Krombach Company were $166,624 and $185,981 for the years ended November 30, 1997 and 1996, respectively. Additionally, the Partnership paid Nooney Krombach Company $36,667 in 1997 and $40,000 in 1996 as reimbursement for management services and indirect expenses in connection with the management of the Partnership. On October 31, 1997, Nooney Company sold its 75% interest in Nooney Capital Corp., the corporate general partner of the Registrant to S-P Properties, Inc., a California corporation, which in turn is a wholly owned subsidiary of CGS Real Estate Company, Inc., a Texas corporation. Simultaneously, Gregory J. Nooney, Jr., an individual general partner and PAN, Inc., a corporate general partner, sold their economic interests to S-P Properties, Inc. and resigned as general partners subject to a ninety day notification to the limited partners. CGS Real Estate also purchased the real estate management business of Nooney Krombach Company and formed Nooney, Inc. to perform the management of the Partnership. Property management fees paid to Nooney, Inc. were $176,292 and $14,297 for the -55- years ended November 30, 1998 and 1997, respectively. Additionally, the Partnership paid Nooney, Inc. $40,000 in 1998 and $3,333 in 1997 as reimbursement for management services and indirect expenses in connection with the management of the Partnership. Cash at November 30, 1998 and 1997 includes restricted amounts representing tenant deposits and a capital improvement escrow. Total amounts restricted were $96,299 and $117,142 at November 30, 1998 and 1997, respectively. Investment property is recorded at the lower of cost or fair market value. Impairment is determined if the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the property. Investment property that is held for sale is recorded at the lower of its net book value or fair value less cost to sell. Apartment buildings are depreciated over their estimated useful lives using the 125% declining balance method. All other buildings are depreciated over their estimated useful lives (30 years) using the straight-line method. Tenant alterations are depreciated over the term of the lease on a straight-line basis. Deferred expenses consist primarily of lease fees and financing costs and are amortized over the terms of their respective leases or notes. Lease agreements are accounted for as operating leases and rentals from such leases are reported as revenues ratably over the terms of the leases. Included in rental and other income are amounts received from tenants under provisions of lease agreements which require the tenants to pay additional rent equal to specified portions of certain expenses such as real estate taxes, insurance, utilities and common area maintenance. The income is recorded in the same period that the related expense is incurred. Pursuant to the terms of the Partnership Agreement, losses from operations and cash distributions are allocated l% to the individual general partners and the remainder pro rata to all general and limited partners based upon the relationship of original capital contributions. Limited partnership per unit computations are based on the weighted average number of limited partnership units outstanding during the year. -56- 3. MORTGAGE NOTES PAYABLE Mortgage notes payable as of November 30, 1998 and 1997 and the related collateral book values consist of the following:
1998 1997 Cobblestone Court Shopping Center --------------------------------- (Book value of $3,100,000 at November 30, 1998) Mortgage note payable to bank, due in monthly principal payments of $4,697, plus interest payments at LIBOR plus 2.75% (7.92% at November 30, 1998), commencing on December 30, 1998 and on the 30th day of each month until November 30, 2001, when the entire principal balance is due. $ 4,607,000 $ - Mortgage note payable, 8.53%, due in monthly interest only payments of $18,438 at LIBOR plus 2.75%, paid in full under refinancing on November 30, 1998. 2,602,432 Note payable to bank, interest only due monthly at LIBOR plus 2.75%, paid in full under refinancing on November 30, 1998. 1,689,571 Woodhollow Apartments --------------------- (Book value of $14,485,000 at November 30, 1998) Mortgage note payable to bank, due in monthly principal payments of $11,121 plus interest payments at LIBOR plus 2.75% (7.92% at November 30, 1998), commencing on December 30, 1998 and on the 30th day of each month until November 30, 2001, when the entire principal is due. 8,893,465 Mortgage note payable, 9.125%, due in monthly payments of $70,170, consisting of both principal and interest, paid in full under refinancing on November 30, 1998. 8,255,105 Cobblestone Court Shopping Center and Woodhollow Apartments --------------------------------------------------------------- Note payable to bank, due in monthly principal payments of $1,000 plus interest at 1% over the bank's prime rate, paid in full under refinancing on November 30, 1998. 199,601 Note payable to bank, interest only due monthly at LIBOR plus 2.75%, paid in full under refinancing on November 30, 1998. 124,684 ----------- ----------- Total debt of above properties $13,500,465 $12,871,393 =========== ===========
The mortgage notes are collateralized by deeds of trust and assignments of rents on all investment properties. Principal payments required during the next five years are as follows: 1999 $ 189,816 2000 189,816 2001 13,120,833 In accordance with Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial Instruments, the estimated fair value of mortgage notes payable with maturities greater than one year is -57- determined based on rates currently available to the Partnership for mortgage notes with similar terms and remaining maturities. The estimated fair value of mortgage notes payable with maturities of less than one year are valued at their carrying amounts included in the balance sheet, which are reasonable estimates of fair value due to the relatively short period to maturity of the instruments. The carrying amount and estimated fair value of the Partnership's debt at November 30, 1998 and 1997 are summarized as follows: 1998 1997 ------------------------ ----------------------- Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Mortgage Notes Payable $13,500,465 $13,500,465 $12,871,393 $12,968,000 Fair value estimates are made at a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. Settlement of the Partnership's debt obligations at fair value may not be possible and may not be a prudent management decision. 4. RENTAL REVENUES UNDER OPERATING LEASES Minimum future rental revenues under noncancelable operating leases on properties other than apartment buildings in effect as of November 30, 1998 are as follows: 1999 $ 391,000 2000 306,000 2001 87,000 2002 43,000 2003 45,000 Thereafter 234,000 ---------- Total $1,106,000 ========== In addition, certain lease agreements require tenant participation in certain operating expenses and additional contingent rentals based upon percentages of tenant sales in excess of minimum amounts. Tenant participation in expenses included in revenues approximated $368,000, $387,000 and $416,000 for the years ended November 30, 1998, 1997 and 1996, respectively. Contingent rentals were not significant for the years ended November 30, 1998, 1997 and 1996. 5. FEDERAL INCOME TAX STATUS The general partners believe, based upon opinion of legal counsel, that Nooney Real Property Investors-Four, L.P. is considered a partnership for income tax purposes. Selling commissions and offering expenses incurred in connection with the sale of limited partnership units are not deductible for income tax purposes and therefore increase the partners' bases. Investment properties are depreciated for income tax purposes using rates which differ from rates used for computing depreciation for financial statement reporting. Rents received in advance are includable in taxable income in the year received. Rent concessions, recognized ratably over lease terms for financial statement purposes, are includable in taxable income in the year rents are received. Insurance premiums are deductible for tax purposes in the year paid. Gains and losses in connection with the write-up and write-down of investment property are not recognized for income tax purposes until the property is disposed. -58- The comparison of financial statement and income tax reporting is as follows: Financial Income Statement Tax 1998: Net loss from operations $ (401,699) $ (124,725) Net liabilities in liquidation (3,128,533) Partners' deficiency in assets (6,627,911) 1997: Net loss $ (193,748) $ (307,511) Partners' deficiency in assets (1,687,945) (6,503,186) 1996: Net loss $ (18,733) $ (631,020) Partners' deficiency in assets (1,494,197) (6,195,675) * * * * * * -59- NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. (A LIMITED PARTNERSHIP) SCHEDULE - RECONCILIATION OF PARTNERS' EQUITY (DEFICIENCY IN ASSETS) YEARS ENDED NOVEMBER 30, 1998 (LIQUIDATION BASIS) AND 1997 AND 1996 (GOING-CONCERN BASIS) - ------------------------------------------------------------------------------------------------------------------- The reconciliation of partners' equity (deficiency in assets) between financial statements and income tax reporting is as follows:
1998 ---------------------------------------- Limited General Partners Partners Total Balance (deficiency) per statement of partners' equity $(2,807,695) $ (320,838) $(3,128,533) Add: Selling commissions and other offering costs not deductible for income tax purposes 1,732,907 1,732,907 Adjustment to liquidation basis not deducted for income tax purposes 280,487 4,974 285,461 Prepaid rents included in income for income tax purposes 9,898 175 10,073 Writedown of investment property not recognized for income tax purposes 1,785,931 31,497 1,817,428 ----------- ----------- ----------- 1,001,528 (284,192) 717,336 Less: Excess depreciation deducted for income tax purposes 7,103,298 196,010 7,299,308 Rent concessions not recognized for income tax purposes 4,406 77 4,483 Insurance premiums deducted for income tax purposes 40,738 718 41,456 ----------- ----------- ----------- Balance (deficiency) per tax return $(6,146,914) $ (480,997) $(6,627,911) =========== =========== =========== 1997 ---------------------------------------- Limited General Partners Partners Total Balance (deficiency) per statement of partners' equity $(1,392,102) $ (295,843) $(1,687,945) Add: Selling commissions and other offering costs not deductible for income tax purposes 1,732,907 1,732,907 Adjustment to liquidation basis not deducted for income tax purposes Prepaid rents included in income for income tax purposes 3,985 70 4,055 Writedown of investment property not recognized for income tax purposes 1,045,565 18,435 1,064,000 ----------- ----------- ----------- 1,390,355 (277,338) 1,113,017 Less: Excess depreciation deducted for income tax purposes 7,395,960 201,166 7,597,126 Rent concessions not recognized for income tax purposes 190 2 192 Insurance premiums deducted for income tax purposes 18,558 327 18,885 ----------- ----------- ----------- Balance (deficiency) per tax return $(6,024,353) $ (478,833) $(6,503,186) =========== =========== =========== 1996 ---------------------------------------- Limited General Partners Partners Total Balance (deficiency) per statement of partners' equity $(1,201,711) $ (292,486) $(1,494,197) Add: Selling commissions and other offering costs not deductible for income tax purposes 1,732,907 1,732,907 Adjustment to liquidation basis not deducted for income tax purposes Prepaid rents included in income for income tax purposes 9,911 174 10,085 Writedown of investment property not recognized for income tax purposes 1,045,565 18,435 1,064,000 ----------- ----------- ----------- 1,586,672 (273,877) 1,312,795 Less: Excess depreciation deducted for income tax purposes 7,289,299 199,285 7,488,584 Rent concessions not recognized for income tax purposes 1,508 27 1,535 Insurance premiums deducted for income tax purposes 18,034 317 18,351 ----------- ----------- ----------- Balance (deficiency) per tax return $(5,722,169) $ (473,506) $(6,195,675) =========== =========== ===========
-60-
NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. (A LIMITED PARTNERSHIP) SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION NOVEMBER 30, 1998 (LIQUIDATION BASIS) - -------------------------------------------------------------------------------------------------------------------- Column A Column B Column C -------- -------- -------- Initial Cost to Partnership ----------------------------------------- Buildings and Description Encumbrances Land Improvements Total Cobblestone Court Shopping Center, Burnsville, Minnesota $ 4,607,000 $ 1,205,378 $ 4,676,940 $ 5,882,318 Woodhollow Apartments, St. Louis, Missouri 8,893,465 1,013,858 11,651,289 12,665,147 ----------- ----------- ----------- ----------- Total $13,500,465 $ 2,219,236 $16,328,229 $18,547,465 =========== =========== =========== =========== Column D Column E -------- -------- Gross Amount at Which Costs Carried at Close of Period Capitalized ----------------------------------------- Subsequent to Buildings and Description Acquisition Land Improvements Total Cobblestone Court Shopping Center, Burnsville, Minnesota $ (100,172)(1) $ 1,205,378 $ 4,576,768 $ 5,782,146 (2) Woodhollow Apartments, St. Louis, Missouri 9,914,455 (1) 1,013,858 21,565,744 22,579,602 (2) ----------- ----------- ----------- ----------- Total $ 9,814,283 $ 2,219,236 $26,142,512 $28,361,748 =========== =========== =========== ===========
Column F Column G Column H Column I -------- -------- -------- -------- Life on which Depreciation Accumulated Date of Date in Latest Income Depreciation Construction Acquired Statement is Computed Cobblestone Court Shopping Center, Burnsville, Minnesota $ 2,682,146 (2) 1980 2/16/82 30 years Woodhollow Apartments, St. Louis, Missouri 8,094,602 (2) 1971-1972 7/28/82 30 years ----------- Total $10,776,748 =========== (1) Amount is net of the following building write-ups (write-downs) to reflect the minimum recoverable value to the Partnership: Cobblestone Court $(1,242,428) Woodhollow Apartments 6,625,029 (2) Amount is shown net in the financial statements $(17,585,000). (Continued)
-61-
NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. (A LIMITED PARTNERSHIP) SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION YEARS ENDED NOVEMBER 30, 1998, 1997 AND 1996 - ------------------------------------------------------------------------------------------------- 1998 1997 1996 (A) Reconciliation of amounts in Column E: Balance at beginning of period $ 21,395,024 $ 20,556,298 $ 20,150,890 Add - Cost of improvements 6,971,258 (1) 898,139 408,706 Less - Cost of disposals (4,534) (59,413) (3,298) ------------ ------------ ------------ Balance at end of period $ 28,361,748 $ 21,395,024 $ 20,556,298 ============ ============ ============ (B) Reconciliation of amounts in Column F: Balance at beginning of period $ 10,284,783 $ 9,878,090 $ 9,444,928 Add - Provision during the period 496,499 466,106 436,460 Less - Depreciation on disposals (4,534) (59,413) (3,298) ------------ ------------ ------------ Balance at end of period $ 10,776,748 $ 10,284,783 $ 9,878,090 ============ ============ ============ (C) The aggregate cost of real estate owned for federal income tax purposes $ 22,979,147 $ 22,459,024 $ 21,620,298 ============ ============ ============ (1) Amount includes $7,200,029 write-up of buildings and improvements at Woodhollow and a write-down of $753,428 of buildings and improvements at Cobblestone. (Concluded)
-62- EX-27 6
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS FOR NOONEY REAL PROPERTY INVESTORS -FOUR, L.P. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000700720 NOONEY REAL PROPERTY INVESTORS-FOUR, L.P. 12-MOS NOV-30-1998 DEC-01-1997 NOV-30-1998 227,373 0 106,023 0 0 333,396 0 0 17,918,396 263,459 13,500,465 0 0 0 0 0 3,287,570 2,291,338 0 0 2,542,774 0 1,150,263 (401,699) 0 0 0 0 0 (401,699) (29.18) 0
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