-----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, K0wKZIWPhAagIYb+by0ASQyrLKvvFqADjgrnh5VrvYYcbZvJsEYlN6+5+505crUP XJIuL9EVORNqTzFRjaUjKQ== 0001037955-99-000024.txt : 19990827 0001037955-99-000024.hdr.sgml : 19990827 ACCESSION NUMBER: 0001037955-99-000024 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990826 SUBJECT COMPANY: 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: DFAN14A SEC ACT: SEC FILE NUMBER: 000-11023 FILM NUMBER: 99699591 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLENIUM INVESTORS 2 LLC CENTRAL INDEX KEY: 0001072761 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 199 S LOS ROBLES AVENUE SUITE 440 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6265855920 MAIL ADDRESS: STREET 1: 199 S LOS ROBLES AVENUE SUITE 440 CITY: PASADENA STATE: CA ZIP: 91101 DFAN14A 1 ADDITIONAL PROXY SOLICITATION MATERIALS SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12 Nooney Real Property Investors-Four, L. P. (Name of Registrant as Specified in Its Charter) Millenium Investors 2, LLC (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transactions applies: ....................................................................... (2) Aggregate number of securities to which transactions applies: ....................................................................... (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. ....................................................................... (4) Proposed maximum aggregate value of transaction: ....................................................................... (5) Total fee paid: ....................................................................... [ ] Fee paid previously with preliminary materials: ....................................................................... [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement no.: (3) Filing Party: (4) Date Filed: YOUR VOTE IS NEEDED TO DETERMINE THE FUTURE OF YOUR INVESTMENT In NOONEY REAL PROPERTY INVESTORS-FOUR, L. P., a Missouri limited partnership (the "Partnership") On October 31, 1997, the original general partners of your Partnership sold out their interests as general partners and sold off Nooney Capital Corp. (the managing general partner of the Partnership) to S-P Properties, Inc., a California corporation which is a wholly-owned subsidiary of CGS Real Estate Company, Inc., a Texas corporation ("CGS"). The original general partners got cashed out of the Partnership! When will you? An affiliate of CGS was supposedly going to buy the Partnership's properties, for $1,000,000 less than another offer, but the CGS affiliate never put up any earnest money and the contracts were declared "null and void" in the last quarterly report. Will the properties ever be sold? The Limited Partners are told only that the "general partner is now re-evaluating several options regarding the sale of the properties and liquidation of the partnership." On June 25, 1999, a lawsuit was filed against the managing general partner regarding the attempted sale of the properties. It is unlikely the current general partners will cause the Partnership to sell the properties and distribute the proceeds until the lawsuit is resolved. Is this the way you want your Partnership managed? You have an opportunity to exercise your rights as a Limited Partner to remove the current general partners, and replace them with Millenium Investors 2, LLC ("Millenium"). Millenium has affiliates that own 668 (4.9%) of the Partnership units. CGS and its affiliates own no Partnership units. Like you, Millenium wants to see the Partnership's properties sold at the best possible price as soon as possible, so the Partnership can distribute the proceeds and liquidate. Millenium must receive votes from Limited Partners representing a majority of the Partnership units. Not voting is the same as voting against Millenium's proposals to replace the current general partners and to liquidate the Partnership. We believe many Limited Partners are in favor of Millenium's proposals, but have not yet voted. Be sure your vote is counted the way you want it to be. We have extended the voting deadline to September 29, 1999 so you can still vote. Please sign, date and return the enclosed Consent of Limited Partner form as promptly as possible in the enclosed, prepaid envelope. If you have any questions, please do not hesitate to contact us. MILLENIUM INVESTORS 2, LLC 199 South Los Robles Avenue, Suite 440 Pasadena, California 91101 (800) 611-4613 or (626) 585-5920 -----END PRIVACY-ENHANCED MESSAGE-----