1
NOONEY REALTY TRUST, INC.
7701 Forsyth Boulevard
St. Louis, Missouri 63105
April 8, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held at 10:00 A.M. on Tuesday, May 14, 1996, at the Pierre Laclede
Conference Center, 7733 Forsyth Boulevard, 2nd floor, in Clayton, Missouri.
Information regarding business to be conducted at the meeting is set forth in
the accompanying Notice of Annual Meeting and Proxy Statement.
We cannot stress enough the importance of the vote of every shareholder,
regardless of the number of shares owned. Therefore, even if you are planning
to attend the meeting, we urge you to complete and return the enclosed proxy to
ensure that your shares will be represented. A postage-paid return envelope is
enclosed for your convenience. Should you later decide to attend the meeting,
you may revoke your proxy at any time and vote your shares personally at the
meeting.
We look forward to seeing many shareholders at the meeting.
Sincerely,
/s/ Gregory J. Nooney, Jr.
GREGORY J. NOONEY, JR.
Chairman of the Board and
Chief Executive Officer
2
NOONEY REALTY TRUST, INC.
7701 Forsyth Boulevard
St. Louis, Missouri 63105
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, MAY 14, 1996
To the Shareholders of
Nooney Realty Trust, Inc.:
You are hereby notified that the Annual Meeting of Shareholders of Nooney
Realty Trust, Inc. (the "Trust") will be held at 10:00 A.M. on Tuesday, May 14,
1996, at the Pierre Laclede Conference Center, 7733 Forsyth Boulevard, 2nd
floor, in Clayton, Missouri, for the following purposes:
1. To elect seven directors to hold office until the next Annual Meeting
of Shareholders and until their successors are elected and qualify.
2. To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.
The Trust's Board of Directors has fixed the close of business on
March 29, 1996, as the record date for the determination of shareholders
entitled to receive notice of and to vote at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
PATRICIA A. NOONEY
Secretary
April 8, 1996
St. Louis, Missouri
3
NOONEY REALTY TRUST, INC.
7701 Forsyth Boulevard
St. Louis, Missouri 63105
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 1996
The enclosed proxy is solicited on behalf of the Board of Directors of
Nooney Realty Trust, Inc., a Missouri corporation, for use at the Annual
Meeting of Shareholders to be held at 10:00 A.M. on Tuesday, May 14, 1996, at
the Pierre Laclede Conference Center, 7733 Forsyth Boulevard, 2nd floor, in
Clayton, Missouri, or any adjournment thereof, for the purposes set forth in
the accompanying Notice of Annual Meeting of Shareholders. This proxy statement
and the enclosed form of proxy are being first mailed to shareholders on or
about April 8, 1996.
The close of business on March 29, 1996, has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled to
receive notice of and to vote at the Annual Meeting. On March 29, 1996, there
were issued and outstanding and entitled to vote 866,624 shares of the Trust's
common stock, par value $1.00 per share.
If a shareholder is a participant in the Trust's Dividend Reinvestment
Plan, the proxy card represents the number of full shares in the dividend
reinvestment plan account, as well as shares registered in the participant's
name. All proxies in the accompanying form will be voted in accordance with the
instructions given in the proxy. Shareholders are entitled to vote
cumulatively for the election of directors. Each shareholder is entitled to a
number of votes for the election of directors equal to the number of shares
held by the shareholder multiplied by the number of directors to be elected
(7), and a shareholder may cast all votes for one nominee or distribute the
votes among the nominees as preferred. If cumulative voting rights are
exercised by any shareholder, the proxies may be voted cumulatively for less
than all of the Trust's nominees in the discretion of the persons voting such
proxies. On all other matters, shareholders will be entitled to one vote per
share. A shareholder may revoke his proxy at any time before it is voted by
delivering to the Trust another proxy bearing a later date, by submitting
written notice to the Secretary of such revocation, or by appearing in person
at the Annual Meeting and casting a contrary vote.
The affirmative vote of the holders of a majority of the shares which are
present in person or represented by proxy at the Annual Meeting is required to
elect directors and act on any other matters properly brought before the
Meeting. Shares represented by proxies which are marked "withhold authority"
with respect to the election of any one or more nominees for election as
directors and proxies which are marked to deny discretionary authority on other
matters will be counted for the purpose of determining the number of shares
represented by proxy at the Meeting. Such proxies will thus have the same
effect as if the shares represented thereby were voted against such nominee or
nominees and against such other matters, respectively. Shares not voted on
proxies returned by brokers will be treated as not represented at the Meeting.
The Trust will pay all costs of preparing and soliciting proxies for the
Annual Meeting. In addition to solicitation by mail, the Trust may solicit
proxies from shareholders personally, or by telephone. The Trust will also
reimburse brokerage firms, banks and other nominees for their reasonable costs
4
incurred in forwarding proxy materials for shares held of record by them to the
beneficial owners of such shares.
The Trust will furnish to shareholders a copy of its 1995 Annual Report on
Form 10-K (without charge), upon written request addressed to Patricia A.
Nooney, Secretary, Nooney Realty Trust, Inc., 7701 Forsyth Boulevard,
St. Louis, Missouri 63105.
PROPOSAL I
ELECTION OF DIRECTORS
The Board of Directors proposes the election of the seven nominees listed
below to serve as directors of the Trust until the next Annual Meeting of
Shareholders and until their successors have been elected and qualify, or until
their earlier death, resignation or removal. If any vacancy in the list of
nominees shall occur for any reason, the Board of Directors will select a
substitute nominee to be voted upon at the Annual Meeting.
Positions or Offices
Name Age with the Trust
- --------------------------- --- ---------------------------------------------
Gregory J. Nooney, Jr. .... 65 Chairman of the Board, Chief Executive
Officer and Director
Patricia A. Nooney ........ 39 President, Secretary, Treasurer and Director
Robert E. Kresko .......... 61 Director
Gene K. Beare ............. 80 Director <F1>
Bruce P. Hayden............ 80 Director <F1>
James P. Ingram............ 55 Director <F1>
R. Michael O'Brien, Jr. ... 50 Director <F1>
- ---------------
<F1> Independent Director as defined in the Trust's Bylaws.
Mr. Nooney, Mr. Kresko, Mr. Beare, Mr. Hayden and Mr. Ingram have served
as directors of the Trust since its formation in June 1984. Mr. O'Brien has
served as a director since February 1987. Ms. Nooney has served as a director
since August 1992.
The following is a brief summary of the business experience during the
past five years of each of the nominees for election as directors of the Trust,
including, where applicable, information regarding other directorships held by
each nominee:
Gregory J. Nooney, Jr. has served as Chairman of the Board and Chief
Executive Officer of Nooney Company since May 1983. Mr. Nooney joined Nooney
Company in 1954 and served as President from 1969 to May 1983. Nooney Company,
which was founded in 1945, is a diversified real estate investment management
company.
5
During 1993 Lindbergh Boulevard Partners, L.P. filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code. Gregory J. Nooney, Jr.
is the general partner of Nooney Ltd. II, L.P., which in turn is the general
partner of Nooney Development Partners, L.P., which in turn is the general
partner of Nooney-Hazelwood Associates, L.P. which is the general partner of
Lindbergh Boulevard Partners, L.P. Lindbergh Boulevard Partners, L.P. emerged
from bankruptcy on May 17, 1994 when its Plan of Reorganization was confirmed.
Patricia A. Nooney is Senior Vice President and Chief Financial Officer of
Nooney Krombach Company, a wholly-owned subsidiary of Nooney Company, and has
served as an executive officer for more than five years.
Robert E. Kresko is a private investor. Mr. Kresko is a member of the
Management Board of Trammell Crow Company, Dallas, Texas, a national real
estate development firm where he was employed until December 31, 1989.
Gene K. Beare is a corporate consultant. Mr. Beare served as a director of
American Maize-Products Company, Stamford, Connecticut until May 1992.
Mr. Beare also served as a director of Emerson Electric Co., St. Louis,
Missouri, from 1972 until 1987, and of Westvaco Corporation, New York, New
York, from 1968 until 1988.
Bruce P. Hayden is Chairman of Hayden Associates, Inc., Bloomfield,
Connecticut, a real estate investment advisory, counseling and brokerage firm
founded by Mr. Hayden in 1972. Mr. Hayden was a Trustee and a member of the
Investment Committee of Corporate Property Investors, a real estate investment
trust, from 1972 to March 1992.
James P. Ingram is President of Cambridge Savings Bank, Cambridge,
Massachusetts. From 1986 through 1987 Mr. Ingram was a partner in McManus,
Wakeman & Ingram, Inc., Boston, Massachusetts, a real estate consulting and
development firm. From 1965 until December 1985, Mr. Ingram was employed by
R. M. Bradley & Co., Inc., Boston, Massachusetts, a full service commercial
real estate investment and management company, most recently as Senior Vice
President. While with R. M. Bradley & Co., Inc., Mr. Ingram was primarily
involved in management of the Bradley Real Estate Trust, a real estate
investment trust, and in office, retail and commercial brokerage.
R. Michael O'Brien, Jr. is President and Chief Executive Officer of
Northland Financial Company, Minneapolis, Minnesota, a commercial real estate
investment banking firm, where he has been employed since 1973. Mr. O'Brien is
also a director of Mark Twain Creve Coeur Bank, St. Louis, Missouri, and is a
member of the Income Property Committee of the Mortgage Bankers Association of
America.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES FOR
DIRECTORS OF THE TRUST.
Committees of the Board
The Board of Directors of the Trust met four times during 1995. All of the
directors attended at least seventy-five percent of the meetings of the Board
of Directors and meetings held by those committees of the Board on which they
served except Mr. Ingram who was unable to attend three regularly scheduled
meetings of the Board of Directors.
6
Among the standing committees of the Board of Directors are the Executive
Committee and the Audit Committee. The Trust does not have standing nominating
or compensation committees.
The Executive Committee is comprised of Gregory J. Nooney, Jr., Gene K.
Beare and James P. Ingram. The Executive Committee is empowered to exercise,
between regular meetings of the Board of Directors, all of the authority of the
Board of Directors in the management of the Trust. The Executive Committee did
not meet during 1995.
The Audit Committee is comprised of R. Michael O'Brien, Jr., Gene K. Beare
and Bruce P. Hayden. The functions of the Audit Committee are to recommend to
the Board of Directors the accounting firm to serve as the independent auditor
of the Trust, to monitor and review with the independent auditor the Trust's
financial reporting and accounting procedures and policies, to supervise the
adequacy of the Trust's financial, accounting and operating controls and to
review the scope of any audits conducted by the independent auditor. The Audit
Committee met two times during 1995.
Certain Business Relationships
Gregory J. Nooney, Jr. serves as a general partner of Nooney Advisors
Ltd., L.P., the Advisor to the Trust. Nooney Advisors Ltd., L.P. is entitled to
receive regular monthly compensation from the Trust for rendering advisory
services to the Trust. During 1995 the Trust paid advisory fees of $116,309 to
Nooney Advisors Ltd., L.P. The Board of Directors has renewed the Advisory
Agreement between the Trust and Nooney Advisors Ltd., L.P. for the period
April 1, 1996 to March 31, 1997.
Gregory J. Nooney, Jr. and Patricia A. Nooney, who are father and
daughter, are directors of Nooney Krombach Company, a wholly-owned subsidiary
of Nooney Company, which serves as manager of the Trust's properties. Nooney
Krombach Company is entitled to receive monthly compensation from the Trust for
property management and leasing services, plus reimbursement of expenses.
During 1995 the Trust paid property management and leasing fees of $174,204 to
Nooney Krombach Company.
Robert E. Kresko is a director of Nooney Krombach Company.
Executive Compensation
The officers of the Trust do not receive any direct compensation from the
Trust for their services as officers of the Trust.
Pursuant to the Trust's Bylaws, Gregory J. Nooney, Jr. and Patricia A.
Nooney do not receive any direct compensation from the Trust for their services
as directors of the Trust. (See the section above entitled "Certain Business
Relationships.")
The other directors were entitled to receive the following fees during
1995: (a) $500 for each meeting attended in person, (b) $250 for each meeting
conducted by telephone conference at which a vote was taken and (c) an annual
fee of $1,000. In the case of Robert E. Kresko, who is not an Independent
Director, as defined in the Trust's Bylaws, such fees were paid by Nooney
Company. In addition, the Independent Directors were reimbursed by the Trust
for their travel expenses and other out-of-pocket expenses incurred in
7
connection with attending meetings of the Trust and carrying on the business of
the Trust.
Except as stated above, the directors of the Trust did not receive any
fees from the Trust pursuant to any other plans of compensation.
Performance Graph
The following graph shows a five-year comparison of cumulative total returns
(change in stock price plus reinvested dividends) for Nooney Realty Trust, Inc.
("NRTI"), the NASDAQ Stock Market Total Return Index and the National
Association of Real Estate Investment Trusts ("NAREIT") Total Return Index.
Comparison of Five-Year Cumulative Total Return Among
Nooney Realty Trust, Inc., NASDAQ Stock Market Total Return Index
and NAREIT Total Return Index
[PERFORMANCE GRAPH]
Assumes $100 invested on December 31, 1990 in Nooney Realty Trust, Inc.
Common Stock, NASDAQ Stock Market Index and NAREIT Index.
December 31,
-------------------------------------------
1991 1992 1993 1994 1995
------- ------- ------- ------- -------
NASDAQ............................ $160.56 $186.87 $214.51 $209.69 $296.30
NAREIT............................ $135.68 $152.20 $180.43 $181.88 $215.18
NRTI.............................. $ 71.97 $ 60.96 $ 65.57 $ 95.09 $116.11
Security Ownership of Certain Beneficial Owners and Management
On or about February 12, 1996, an Amendment No. 1 to Schedule 13G was
filed with the Securities and Exchange Commission by Physicians Insurance
Company of Ohio which set forth the following information. Physicians
Insurance Company of Ohio is an insurance company as defined in Section
3(a)(19) of the Securities Exchange Act of 1934. The Amendment No. 1 to
Schedule 13G indicates that Physicians Insurance Company of Ohio is the
beneficial owner of 78,961 shares of the Trust's common stock, or 9.11% of the
total outstanding shares, and has sole voting and dispositive power. Physicians
Insurance Company of Ohio has a principal business address of 13515 Yarmouth
Drive, N.W., Pickerington, Ohio 43147.
No other person or group is known by the Trust to be the beneficial owner
of more than 5% of the outstanding shares of the Trust's common stock.
8
The table below sets forth information as of February 1, 1996, regarding
the number of shares of the Trust beneficially owned by each of the directors
and executive officers of the Trust and by all directors and officers as a
group:
Number of Shares
Name of Beneficially Percent of
Beneficial Owner Owned <F2> Class <F4>
- -------------------------------------------- ---------------- ---------------
Gregory J. Nooney, Jr. ..................... 7,542 <F3> *
Patricia A. Nooney.......................... 2,639 *
Robert E. Kresko............................ 100 *
Gene K. Beare <F1>.......................... 6,750 *
Bruce P. Hayden <F1>........................ 100 *
James P. Ingram <F1>........................ 50 *
R. Michael O'Brien, Jr. <F1>................ 100 *
Dale W. Brouk............................... 0 *
Directors and officers as a group........... 17,281 1.99%
- ---------------
<F1> Independent Director as defined in the Trust's Bylaws.
<F2> Under the rules of the Securities and Exchange Commission, persons
who have power to vote or dispose of securities, either alone or
jointly with others, are deemed to be the beneficial owners of such
securities. Accordingly, shares owned separately by spouses or
other family members are not included. Except as described in the
footnotes below, the nominee has both sole voting power and sole
investment power with respect to the shares set forth in the table.
<F3> Includes 2,668 shares owned by Nooney Company, of which Gregory J.
Nooney, Jr. is a director and shareholder. Includes 3,451 shares
held as co-trustee of a trust, as to which Mr. Nooney shares voting
and investment power.
<F4> An asterisk indicates that the number of shares beneficially owned
does not exceed one percent of the Trust's common stock issued and
outstanding.
Section 16(a) of the Securities Exchange Act of 1934 requires the Trust's
officers and directors, and persons who own more than ten percent of a
registered class of the Trust's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten percent shareholders are required by SEC
regulation to furnish the Trust with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such reports received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Trust believes that, during fiscal 1995, all
filing requirements applicable to its officers, directors, and greater than
ten-percent beneficial owners were complied with except that Dale W. Brouk, who
became an officer of the Trust in August 1995, failed to file a Form 3,
"Initial Statement of Beneficial Ownership of Securities" on a timely basis.
9
OTHER MATTERS
Independent Auditors
The public accounting firm of Deloitte & Touche LLP served as the
independent auditor of the Trust for the fiscal year ended December 31, 1995.
At the recommendation of the Audit Committee, the Board of Directors has
selected Deloitte & Touche LLP to serve as independent auditor of the Trust for
the fiscal year ending December 31, 1996. Representatives of Deloitte & Touche
LLP will be present at the Annual Meeting, will have an opportunity to make a
statement if they desire to do so, and will be available to answer questions
from the Shareholders.
Other Business
Other than those items set forth herein, the Board of Directors knows of
no other business to be presented for consideration at the Annual Meeting.
Should any other matters properly come before the Annual Meeting or any
adjournment thereof, it is the intention of the persons named in the proxies to
vote such proxies in accordance with their best judgment on such matters.
Shareholder Proposals for the 1997 Annual Meeting of Shareholders
In accordance with Rule 14a-8 under the Securities Exchange Act of 1934,
shareholder proposals intended to be presented at the 1997 Annual Meeting of
Shareholders of Nooney Realty Trust, Inc. must be received by the Trust for
inclusion in the proxy statement and form of proxy relating to such meeting by
no later than December 9, 1996. Shareholder proposals should be submitted to
the Secretary of the Trust at the Trust's principal executive offices, 7701
Forsyth Boulevard, St. Louis, Missouri 63105.
BY ORDER OF THE BOARD OF DIRECTORS
PATRICIA A. NOONEY
Secretary
April 8, 1996
St. Louis, Missouri
10
ANNEX A
FORM OF PROXY CARD
Nooney Realty Trust, Inc.
7701 Forsyth Boulevard
St. Louis, Missouri 63105
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, MAY 14, 1996
To the Shareholders of
Nooney Realty Trust, Inc.:
You are hereby notified that the Annual Meeting of Shareholders of Nooney
Realty Trust, Inc. (the "Trust") will be held at 10:00 A.M. on Tuesday, May 14,
1996, at the Pierre Laclede Conference Center, 7733 Forsyth Boulevard, 2nd
floor, in Clayton, Missouri, for the following purposes:
1. To elect seven directors to hold office until the next Annual Meeting
of Shareholders and until their successors are elected and qualify.
2. To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.
The Trust's Board of Directors has fixed the close of business on
March 29, 1996, as the record date for the determination of shareholders
entitled to receive notice of and to vote at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
PATRICIA A. NOONEY
Secretary
April 8, 1996
St. Louis, Missouri
(Detach Proxy Form Here)
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING:
---
1. ELECTION OF DIRECTORS
For all nominees listed below (except as WITHHOLD AUTHORITY to vote
marked to the contrary below) / / for all nominees listed below / /
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the line below.)
Gregory J. Nooney, Jr.; Patricia A. Nooney; Robert E. Kresko; Gene K. Beare;
James P. Ingram; Bruce P. Hayden; R. Michael O'Brien, Jr.
- -------------------------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy will be voted as specified. If no specification is made, this Proxy
will be voted FOR Proposal 1.
(Continued And To Be Signed On Other Side)
11
(Detach Proxy Form Here)
- -------------------------------------------------------------------------------
PROXY
NOONEY REALTY TRUST, INC.
This Proxy is solicited on behalf of the Board of Directors
The undersigned does hereby appoint Gregory J. Nooney, Jr., Patricia A.
Nooney and Gene K. Beare and each of them, the true and lawful
attorneys-in-fact and proxies of the undersigned (acting by a majority or, if
only one be present, then that one shall have all of the powers hereunder),
with full power of substitution, to vote all common shares of the undersigned
in Nooney Realty Trust, Inc. at the Annual Meeting of Shareholders to be held
on May 14, 1996, commencing at 10:00 A.M. at the Pierre Laclede Conference
Center, 7733 Forsyth Boulevard, 2nd floor, in Clayton, Missouri, and at any
adjournment thereof, upon all subjects that may properly come before the
meeting including the matters described in the Proxy Statement furnished
herewith, subject to any directions indicated on the reverse side of this
proxy.
-----------------------------------
Date
-----------------------------------
Signature
-----------------------------------
Signature if held jointly