-----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, Wz98xyKTCxH2B96KUr+jrUBVFWm7fSZp5Fm2Q6n6XcGWFSBG3B6pglTeqliATw/3 5U0dwx2U17UyKIzbbgIIqw== 0000916002-99-000079.txt : 19991111 0000916002-99-000079.hdr.sgml : 19991111 ACCESSION NUMBER: 0000916002-99-000079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991109 ITEM INFORMATION: FILED AS OF DATE: 19991110 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: 8-K SEC ACT: SEC FILE NUMBER: 000-11023 FILM NUMBER: 99745206 BUSINESS ADDRESS: STREET 1: 1100 MAIN, SUITE 2100 CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: (816) 421-4670 MAIL ADDRESS: STREET 1: 1100 MAIN, SUITE 2100 CITY: KANSAS CITY STATE: MO ZIP: 64105 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 9, 1999 NOONEY REAL PROPERTY-FOUR, L.P. (Exact Name of Registrant as Specified in its Charter) MISSOURI 00-11023 48-1250566 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1100 Main, Suite 2100, Kansas City, MO 64105 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (816) 421-4670 Item 1. Changes in Control of Registrant. On November 9, 1999, S-P Properties, Inc., a wholly-owned subsidiary of CGS Real Estate Company, Inc. ("CGS") sold all of the outstanding stock of Nooney Capital Corp., one of the two general partners of the Partnership ("NCC"), to Bond Purchase, L.L.C. for $177,000 cash. Bond Purchase purchased the stock with funds from its working capital. The sale was part of a larger agreement entered into by CGS and its affiliates with Bond Purchase and certain affiliates, pursuant to which Bond Purchase and CGS agreed (i) to stipulate to the dismissal of certain lawsuits among the parties, (ii) to settle certain disputes between CGS and Bond Purchase and (iii) to transfer stock and/or partnership interests in various private and publicly-traded entities currently controlled by CGS. In connection with the sale, each of the members of the Board of Directors and each of the officers of NCC resigned, effective as of the closing under the settlement agreement. David L. Johnson, Daniel W. Pishny, and John W. Alvey were appointed as the members of the Board of Directors. Effective November 9, 1999, the new members of the Board of Directors elected the following officers: David L. Johnson, Chairman and Executive Vice President; Daniel W. Pishny, President; and John W. Alvey, Vice-President, Secretary and Treasurer. Nooney, Inc. also terminated its management agreement with the Partnership effective as of November 9, 1999. The Partnership has entered into a property management agreement with Maxus Properties, Inc., a Missouri corporation that is an affiliate of Bond Purchase ("Maxus"). Bond Purchase and the newly appointed officers and directors of NCC now beneficially own 654 limited partnership units of the Partnership, representing 4.8% of the issued and outstanding limited partnership units. Bond Purchase is a Missouri limited liability company that currently holds interests in real estate limited partnerships for investment purposes. David L. Johnson is a member of, and owns a majority of the outstanding equity interests in, Bond Purchase. David L. Johnson is chairman, chief executive officer, and majority shareholder of Maxus Properties, Inc., a Missouri corporation ("Maxus") that specializes in commercial property management for affiliated owners. Mr. Johnson is also a vice president of 2 KelCor, Inc., a Missouri corporation ("KelCor") that specializes in the acquisition of commercial real estate and the purchase of loans and apartments from lending institutions and agencies of the federal government. Mr. Johnson and his wife own all of the issued and outstanding stock of KelCor. As indicated above, Mr. Johnson is also a member of, and majority owner of the outstanding interests in Bond Purchase. Daniel W. Pishny is president, chief operating officer and a minority shareholder of Maxus and is responsible for the day-to-day operations of Maxus and its managed properties. John W. Alvey is executive vice president, chief financial officer and a minority shareholder of Maxus. Mr. Alvey is responsible for the day-to-day accounting functions, risk management and taxes for Maxus and its managed properties. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Nooney Capital Corp., General Partner Date: November 9, 1999 By: /s/ Daniel W. Pishny Daniel W. Pishny, President 3 -----END PRIVACY-ENHANCED MESSAGE-----