-----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, WChCRNfoevv3XiYax5KRDmy69+63m+xGlmI7AiQ/HjWGkvuvfSn8SybABXxEFace cRcpjSb6ZySxYUAodxjDBA== 0000916002-04-000007.txt : 20040220 0000916002-04-000007.hdr.sgml : 20040220 20040220101806 ACCESSION NUMBER: 0000916002-04-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAXUS REALTY TRUST INC CENTRAL INDEX KEY: 0000748580 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 481339136 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40969 FILM NUMBER: 04617939 BUSINESS ADDRESS: STREET 1: 104 ARMOUR RD STREET 2: PO BOX 34729 CITY: N. KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: 8163034500 MAIL ADDRESS: STREET 1: 104 ARMOUR RD STREET 2: PO BOX 34729 CITY: KANSAS CITY STATE: MO ZIP: 64116 FORMER COMPANY: FORMER CONFORMED NAME: NOONEY REALTY TRUST INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON DAVID L CENTRAL INDEX KEY: 0001099356 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1100 MAIN, SUITE 2100 CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8164214670 MAIL ADDRESS: STREET 1: 1100 MAIN, SUITE 2100 CITY: KANSAS CITY STATE: MO ZIP: 64105 SC 13D/A 1 sched13d.htm AMENDMENT NO. 1 Schedule 13D

SECURITIES AND EXCHANGE COMMISSION,
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

Maxus Realty Trust, Inc.
(Name of Issuer)

Common stock, $1.00 Par Value
(Title of Class of Securities)

655379105
(CUSIP Number)

Scott M. Herpich
LATHROP & GAGE L.C.
2345 Grand Avenue, Suite 2800
Kansas City, Missouri 64108-2684
(816) 292-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

12/31/03
(Date of Event Which Requires Filing of This Statement)

         If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  

         Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.



(Continued on following pages)
(Page 1 of 9 Pages)

__________________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)  Names of reporting Persons; I.R.S. Identification Nos. of Above Persons (entities only)

            KelCor, Inc.
            43-1620514

(2)  Check the appropriate box if a member of a Group (See Instructions)

(a)         [x]
(b)         [  ]

(3) SEC Use Only



(4) Source of Funds (See Instructions)

             OO

(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  

(6) Citizenship or Place of Organization

                    Missouri.

Number of Shares (7)    Sole Voting Power 0
Beneficially
Owned by Each
(8)    Shared Voting Power
0
Reporting
Person
(9)    Sole Dispositive Power
0
With
  
(10)   Shared Dispositive Power
0
  
  
  

(11) Aggregate Amount Beneficially Owned by Each Reporting Person

                    0

(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [  ]

(13) Percent of Class Represented by Amount in Row (11)                     0%

(14) Type of Reporting Person (See Instructions)                     CO




2

(1)  Names of reporting Persons; I.R.S. Identification Nos. of Above Persons (entities only)

                  David L. Johnson

(2)  Check the appropriate box if a member of a Group (See Instructions)

(a)         [x]
(b)         [  ]

(3) SEC Use Only



(4) Source of Funds (See Instructions)

              PF*

(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  

(6) Citizenship or Place of Organization

                    United States.

Number of Shares (7)    Sole Voting Power None
Beneficially
Owned by Each
(8)    Shared Voting Power
101,032
Reporting
Person
(9)    Sole Dispositive Power
None
With
  
(10)   Shared Dispositive Power
101,032
  
  
  

(11) Aggregate Amount Beneficially Owned by Each Reporting Person

                    101,032

(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [  ]

(13) Percent of Class Represented by Amount in Row (11)                     8.1%

(14) Type of Reporting Person (See Instructions)                     IN
* A portion of these funds was obtained by purchasing on a margin account.




3

(1)  Names of reporting Persons; I.R.S. Identification Nos. of Above Persons (entities only)

                  Sandra L. Castetter

(2)  Check the appropriate box if a member of a Group (See Instructions)

(a)         [x]
(b)         [  ]

(3) SEC Use Only



(4) Source of Funds (See Instructions)

              PF*

(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  

(6) Citizenship or Place of Organization

                    United States.

Number of Shares (7)    Sole Voting Power None
Beneficially
Owned by Each
(8)    Shared Voting Power
101,032
Reporting
Person
(9)    Sole Dispositive Power
None
With
  
(10)   Shared Dispositive Power
101,032
  
  
  

(11) Aggregate Amount Beneficially Owned by Each Reporting Person

                    101,032

(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [  ]

(13) Percent of Class Represented by Amount in Row (11)                     8.1%

(14) Type of Reporting Person (See Instructions)                     IN
* A portion of these funds was obtained by purchasing on a margin account.




4

Item 1.  Security and Issuer.

         This Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D relates to the common stock, par value $1.00 per share (the “Securities”), of Maxus Realty Trust, Inc., a Missouri Corporation (the “Company”). The principal executive offices of the Company are located at 104 Armour, North Kansas City, Missouri 64116.

         Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the original report on the Schedule 13D, and the amendments thereto.

Item 2.  Identity and Background.

         This report is filed by KelCor, Inc. (“KelCor”), David L. Johnson (“Mr. Johnson”) and Sandra L. Castetter (“Ms. Castetter”). The foregoing persons are hereafter referred to as the “Reporting Persons”.

         KelCor is a Missouri corporation with a principal business address of 104 Armour, North Kansas City, Missouri 64116, whose principal business is participating in the acquisition of commercial real estate. Mr. Johnson and Ms. Castetter, husband and wife, own all of the issued and outstanding stock of KelCor as joint tenants with right of survivorship.

         Mr. Johnson is a citizen of the United States whose business address is 104 Armour, North Kansas City, Missouri 64116. Mr. Johnson is Chairman of Maxus Properties, Inc. (“Maxus”), a Missouri corporation located at 104 Armour, North Kansas City, Missouri 64116. Maxus specializes in commercial property management. Mr. Johnson is also a licensed real estate broker in the State of Missouri.

         Ms. Castetter is a citizen of the United States whose personal residence is located at 4617 NW Normandy Lane, Kansas City, Missouri 64116.

         During the past five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

         The Reporting Persons acknowledge that they constitute a group. Pursuant to Rule 13d- 5(b) of the Securities Exchange Act of 1934, the group is deemed to beneficially own all of the shares of the individual shares of the group.

Item 3.  Source and Amount of Funds or Other Consideration.

         Although no purchases were made by the Reporting Persons within the last year, MFJF, L.P., a Missouri limited partnership (“MFJF”) distributed 17,600 shares of the Securities to Mr. Johnson and Ms. Castetter. Mr. Johnson and Bond Purchase, L.L.C., a Missouri limited liability company of which Mr. Johnson is the primary equity interest holder collectively hold 49% of MFJF.

5

Item 5.  Interest in Securities of the Issuer.

     (a)      The aggregate number and percentage of the Securities to which this Schedule 13D relates is 101,032 shares, representing 8.1% of the 1,241,677 outstanding shares.

               KelCor distributed all of its shares of the Securities to Mr. Johnson and Ms. Castetter, and thus, no longer beneficially owns any shares of the Securities.

               Mr. Johnson is (i) the direct beneficial owner of 100,582 shares of the Securities that are jointly owned by Mr. Johnson and Ms. Castetter and 150 shares of the Securities held in an individual retirement account for his benefit and (ii) the indirect beneficial owner of 300 shares of the Securities held by Mr. Johnson’s and Ms. Castetter’s minor son and daughter, representing in the aggregate approximately 8.1% of the outstanding shares of the Securities.

               Ms. Castetter is (i) the direct beneficial owner of 100,582 shares of the Securities that are jointly owned by Mr. Johnson and Ms. Castetter and (ii) the indirect beneficial owner of 150 shares of the Securities held in Mr. Johnson’s individual retirement account and 300 shares of the Securities held by Mr. Johnson’s and Ms. Castetter’s minor son and daughter, representing in the aggregate approximately 8.1% of the outstanding shares of the Securities.

     (b)      Mr. Johnson and Ms. Castetter share the direct power to vote and direct the disposition of the 100,582 shares held jointly by Mr. Johnson and Ms. Castetter, and the 300 shares held by their minor son and daughter. Mr. Johnson has the sole power to vote and direct the disposition of the 150 shares held in an individual retirement account for his benefit.

     (c)      During the past sixty days the Reporting Persons acquired 17,600 shares of the Securities from MFJF, L.P., a Missouri limited partnership (“MFJF”). Mr. Johnson and Bond Purchase, L.L.C., a Missouri limited liability company of which Mr. Johnson is the primary equity interest holder collectively hold 49% of MFJF. KelCor distributed all of its shares of the Securities to Mr. Johnson and Ms. Castetter.

     (d)      No other person is known to have the right to receive or the power to direct receipt of dividends from, or the proceeds from the sale of, the Securities other than the Reporting Persons identified herein.

     (e)      On August 29, 2002, KelCor ceased to be the beneficial owner of more than 5% of the Securities when it distributed all of its shares of the Securities to Mr. Johnson and Ms. Castetter.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

               None of the Reporting Persons have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the Securities, including, but not limited to, transfer or voting of any such Securities, finder’s fees, joint ventures, loans or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. The Reporting Persons disclaim beneficial ownership of the following shares that have been pledged to the Reporting Persons, which the Reporting Persons currently have no right to vote or dispose, (i) 49,946 shares of the Securities pledged to Sunset Plaza Realty Partners, L.P. (“Sunset”), a limited partnership in which Mr. Johnson and Ms. Castetter indirectly are the principal equity interest holders, to secure loans made by Sunset; (ii) 37,881 shares of the Securities pledged by NKC Associates, L.L.C. (“NKC”), to an affiliate of Mr. Johnson, Bond Purchase, L.L.C., a Missouri limited liability company of which Mr. Johnson is the principal equity interest holder, to secure a demand loan; and (iii) 41,645 shares of the Securities pledged by FQE, L.L.C., a Missouri limited liability company (“FQE”), to Mr. Johnson and Ms. Castetter to secure a loan to FQE.

6

Item 7.  Material to be Filed as Exhibits.

               99.1         Joint Filing Agreement
















7

SIGNATURES

         After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

   KELCOR, INC.
a Missouri corporation
     
   By: /s/ David L. Johnson
   Name:  David L. Johnson
Title:  Vice President
     
   Dated: February 18, 2004
     
     
   /s/ David L. Johnson
   David L. Johnson
     
   Dated: February 18, 2004
     
     
   /s/ Sandra L. Castetter
   Sandra L. Castetter
     
   Dated: February 18, 2004










8

EXHIBIT INDEX

               99.1        Joint Filing Agreement
















9

Exhibit 99.1

JOINT FILING AGREEMENT

               In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the persons named below hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments thereto) with respect to the shares of Common Stock of Maxus Realty Trust, Inc. beneficially owned by each of them and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

               IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 18th day of February, 2004.

   KELCOR, INC.
a Missouri corporation
     
   By: /s/ David L. Johnson
   Name:  David L. Johnson
Title:  Vice President
     
   Dated: February 18, 2004
     
     
   /s/ David L. Johnson
   David L. Johnson
     
   Dated: February 18, 2004
     
     
   /s/ Sandra L. Castetter
   Sandra L. Castetter
     
   Dated: February 18, 2004





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